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<SEC-DOCUMENT>0000700841-06-000012.txt : 20060809
<SEC-HEADER>0000700841-06-000012.hdr.sgml : 20060809
<ACCEPTANCE-DATETIME>20060809161347
ACCESSION NUMBER:		0000700841-06-000012
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060701
ITEM INFORMATION:		Results of Operations and Financial Condition
FILED AS OF DATE:		20060809
DATE AS OF CHANGE:		20060809

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:		061017755

	BUSINESS ADDRESS:	
		STREET 1:		2500 MCCLELLAN AVE STE 350
		CITY:			PENNSAUKEN
		STATE:			NJ
		ZIP:			08109
		BUSINESS PHONE:		8564861777

	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>form8kprerel080906.txt
<DESCRIPTION>CURRENT REPORT FORM 8-K PRESS RELEASE 08/09/2006
<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 9, 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>


Item 2.02.        Results of Operations and Financial Condition.

On August 9, 2006, the Registrant issued a press release regarding its financial
results for the twenty-six weeks and thirteen weeks ended July 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 August 9, 2006,
                         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:/s/ Stanton Remer
                             -------------------------------------
                             Stanton Remer
                             Executive Vice President,
                             Chief Financial Officer, Treasurer and
                             Secretary


Dated: August 9, 2006

                                       2
<PAGE>


                                  Exhibit Index


     Exhibit Number                      Exhibit Title
           99           Press Release by the Registrant, dated August 9, 2006,
                        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>prerel080906.txt
<DESCRIPTION>PRESS RELEASE DATED AUGUST 9, 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
                                                 Executive VP & CFO
                                                 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-SIX WEEKS
                      AND THIRTEEN WEEKS ENDED JULY 1, 2006

August 9, 2006 -- RCM  Technologies,  Inc. (NNM: RCMT) today announced
financial results for the twenty-six weeks and thirteen weeks
ended July 1, 2006.

The Company announced revenues of $96.1 million for the twenty-six weeks ended
July 1, 2006, up from $90.4 million for the twenty-six weeks ended July 2, 2005
(same period a year ago). Net income for the twenty-six weeks ended July 1, 2006
was $2.7 million, or $0.22 per diluted share, as compared to net income of $2.0
million, or $0.17 per diluted share, for the year ago period. Net income for the
2006 period included a $1.0 million income tax credit, or $0.08 per diluted
share, as compared to no such tax credit in the 2005 period. For the twenty-six
weeks ended July 1, 2006, earnings before interest, income taxes, depreciation
and amortization, or EBITDA, was $3.9 million, or $0.33 per diluted share, as
compared to $3.8 million, or $0.33 per diluted share, for the same period a year
ago.

Revenues were $49.0 million for the thirteen weeks ended July 1, 2006, up from
$46.3 million for the thirteen weeks ended July 2, 2005 (same period a year
ago). Net income for the thirteen weeks ended July 1, 2006 was $1.9 million, or
$0.15 per diluted share, as compared to net income of $1.2 million, or $0.10 per
diluted share, for the year ago period. Net income for the 2006 period included
a $1.0 million income tax credit, or $0.08 per diluted share, as compared to no
such tax credit in the 2005 period. For the thirteen weeks ended July 1, 2006,
EBITDA was $2.0 million, or $0.17 per diluted share, as compared to $2.1
million, or $0.18 per diluted share, for the same period a year ago.

Effective January 1, 2006, the Company adopted the accounting required under
SFAS No. 123R for its stock-based compensation plans. The change in accounting,
plus the effect of additional awards which were granted in 2006, resulted in
increases of $593,000 and $288,000 in stock-based compensation expenses for the
twenty-six weeks and thirteen weeks ended July 1, 2006, respectively, as
compared to the same periods a year ago.



Leon Kopyt, Chairman and CEO of RCM, commented: "Our overall performance remains
consistent with recent quarters,  albeit showing modest  improvement in selected
markets.  We are  continuing to work to optimize our business model as a premier
professional  services  provider  having a strong  vertical focus and offering a
fully integrated solutions suite through a global delivery platform."

<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 Income
                                   (Unaudited)
                    (In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
                                                                    Twenty-Six Weeks Ended
                                                            ---------------------------------------
                                                              July 1, 2006          July 2, 2005
                                                            ------------------    -----------------
<S>                                                                   <C>                  <C>
Revenues                                                              $96,079              $90,406
Gross profit (1)                                                       24,211               21,165
Selling, general and administrative (2)                                20,271               17,335
Depreciation and amortization                                             721                  528
Interest expense, net                                                     129                  108
Loss on foreign currency transactions                                      11                    4
Income before income taxes                                              3,079                3,190
Income taxes                                                              409                1,189
Net income                                                             $2,670               $2,001

Earnings per share (diluted)
  Net income                                                            $0.22                $0.17
</TABLE>

<TABLE>
<CAPTION>

                                                                     Thirteen Weeks Ended
                                                            ---------------------------------------
                                                              July 1, 2006          July 2, 2005
                                                            ------------------    -----------------
<S>                                                                   <C>                  <C>
Revenues                                                              $49,025              $46,324
Gross profit (3)                                                       12,180               11,057
Selling, general and administrative (4)                                10,185                8,929
Depreciation and amortization                                             368                  268
Interest expense, net                                                      64                  (15)
Gain on foreign currency transactions                                      (2)
Income before income taxes                                              1,565                1,875
Income taxes (credit)                                                    (294)                 707
Net income                                                             $1,859               $1,168

Earnings per share (diluted)

  Net income                                                            $0.15                $0.10

</TABLE>

                             RCM Technologies, Inc.
                     Summary Consolidated Balance Sheet Data
                                   (Unaudited)
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                            July 1,           December 31,
                                                              2006                2005
                                                         ---------------     ----------------
<S>                                                              <C>                  <C>
Cash and equivalents                                             $6,921               $3,761
Accounts receivable                                              48,084               44,930
Working capital                                                  35,493               33,032
Goodwill and Intangible assets                                   38,947               38,469
Total assets                                                    105,892              106,773
Senior debt                                                       5,500                3,900
Total liabilities                                                26,623               31,084
Stockholders' equity                                            $79,269              $75,689
<FN>

(1) Reflects stock based compensation expense of $30,000 included in cost of
    services for the twenty-six weeks ended July 1, 2006.

(2) Includes stock based compensation expense of $563,000 for the twenty-six
    weeks ended July 1, 2006.

(3) Reflects stock based compensation expense of $18,000 included in cost of
    services for the thirteen weeks ended July 1, 2006.

(4) Includes stock based compensation expense of $270,000 for the thirteen weeks
    ended July 1, 2006.
</FN>
</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 Ended
                                                           -----------------------------------------
                                                              July 1, 2006           July 2, 2005
                                                           --------------------    -----------------
                                                                        (In Thousands)
                                                           -----------------------------------------
<S>    <C>                                                              <C>                  <C>
EBITDA (1)                                                              $3,929               $3,827
Depreciation and amortization                                              721                  528
Interest expense, net of interest income                                   129                  108
Income taxes                                                               409                1,190
                                                           --------------------    -----------------
Net income                                                              $2,670               $2,001
                                                           ====================    =================

Earnings per share (diluted)
    EBITDA                                                                $.33                 $.33
                                                           ====================    =================
    Net income                                                            $.22                 $.17
                                                           ====================    =================

    Weighted average shares outstanding                                 12,040               11,566
                                                           ====================    =================
</TABLE>
<TABLE>
<CAPTION>

                                                                     Thirteen Weeks Ended
                                                           -----------------------------------------
                                                              July 1, 2006           July 2, 2005
                                                           --------------------    -----------------
                                                                        (In Thousands)
                                                           -----------------------------------------
<S>    <C>                                                              <C>                  <C>
EBITDA (2)                                                              $1,997               $2,128
Depreciation and amortization                                              368                  268
Interest expense, net of interest income                                    64                  (15)
Income taxes (credit)                                                     (294)                 707
                                                           --------------------    -----------------
Net income                                                              $1,859               $1,168
                                                           ====================    =================

Earnings per share (diluted)
    EBITDA                                                                $.17                 $.18
                                                           ====================    =================
    Net income                                                            $.15                 $.10
                                                           ====================    =================

    Weighted average shares outstanding                                 12,044               11,545
                                                           ====================    =================
<FN>



    (1) Includes stock based compensation expense of $593,000 for the twenty-six
        weeks ended July 1, 2006.

    (2) Includes stock based compensation expense of $288,000 for the thirteen
        weeks ended July 1, 2006.
</FN>
</TABLE>


<PAGE>


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

                                                                         Twenty-Six Weeks Ended
                                                                  -----------------------------------
                                                                  July 1, 2006          July 2, 2005
                                                                  ------------           ------------
                                                                             (In Thousands)
                                                                  -----------------------------------
<S>                                                                     <C>                  <C>
Net income                                                              $2,670               $2,001
Adjustments to reconcile net income to cash
  provided by (used in) operating activities:
    Depreciation and amortization                                          721                  528
    Stock based compensation expense                                       593
    Provision for losses on accounts receivable                            (17)                 (19)
Changes in operating assets and liabilities
    Accounts receivable                                                 (3,137)              (2,038)
    Restricted cash                                                      8,572                 (148)
    Prepaid expenses and other current assets                              (71)                 317
    Deferred tax assets                                                   (186)
    Accounts payable and accrued expenses                               (6,098)                (776)
    Accrued compensation                                                 1,393                  372
    Payroll and withheld taxes                                              93                 (328)
    Income taxes payable                                                (1,449)                 378
                                                           --------------------    -----------------

Cash provided by operating activities                                   $3,084                 $287
                                                           ====================    =================
</TABLE>

<TABLE>
<CAPTION>

                                                                        Thirteen Weeks Ended
                                                                   ----------------------------------
                                                                    July 1, 2006         July 2, 2005
                                                                    ------------         ------------
                                                                               (In Thousands)
                                                                   ----------------------------------
<S>                                                                     <C>                  <C>
Net income                                                              $1,859               $1,168
Adjustments to reconcile net income to cash
  provided by (used in) operating activities:
    Depreciation and amortization                                          368                  268
    Stock based compensation expense                                       288
    Provision for losses on accounts receivable                            (11)                 (10)
Changes in operating assets and liabilities
    Accounts receivable                                                  1,205                 (808)
    Restricted cash                                                      8,658                 (148)
    Prepaid expenses and other current assets                             (685)                (219)
    Deferred tax assets                                                   (186)
    Accounts payable and accrued expenses                               (8,223)                (437)
    Accrued compensation                                                 1,860                1,777
    Payroll and withheld taxes                                              66                  359
    Income taxes payable                                                  (307)                 210
                                                           --------------------    -----------------

Cash provided by operating activities                                   $4,892               $2,160
                                                           ====================    =================
</TABLE>






                                                       ####

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