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<SEC-DOCUMENT>0000700841-07-000012.txt : 20070509
<SEC-HEADER>0000700841-07-000012.hdr.sgml : 20070509
<ACCEPTANCE-DATETIME>20070509162132
ACCESSION NUMBER:		0000700841-07-000012
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070331
ITEM INFORMATION:		Results of Operations and Financial Condition
FILED AS OF DATE:		20070509
DATE AS OF CHANGE:		20070509

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:		07832779

	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>form8kpesrel050907.txt
<DESCRIPTION>FORM 8K PRESS RELEASE 050907
<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 9, 2007
                                                            -----------

                             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 May 9, 2007, the Registrant issued a press release regarding its financial
results for the thirteen weeks ended March 31, 2007. 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 9, 2007,
                    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: May 9, 2007


                                       2

<PAGE>


                                  Exhibit Index


  Exhibit Number                           Exhibit Title
       99                   Press Release by the Registrant, dated May 9, 2007,
                            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>pressrelform10q033107.txt
<DESCRIPTION>PRESS RELEASE BY THE REGISTRANT, DATED MAY 9, 2007
<TEXT>
                             P R E S S R E L E A S E


                    RCM TECHNOLOGIES, INC. ANNOUNCES RESULTS
                   FOR THE THIRTEEN WEEKS ENDED MARCH 31, 2007

Pennsauken, NJ - May 9, 2007 -- RCM Technologies, Inc. (NASD: RCMT) today
announced financial results for the thirteen weeks ended March 31, 2007.

The Company  announced  revenues of $54.5  million for  thethirteen  weeks ended
March 31, 2007, up from $47.1 million for the thirteen weeks ended April 1, 2006
(comparable  prior year period).  Net income for the thirteen  weeks ended March
31, 2007 was $1.6 million,  or $.13 per diluted share, as compared to net income
of $811,000, or $.07 per diluted share, for the comparable prior year period.

Net income for the 2007 period  includes  income of $480,000,  ($800,000, net of
income taxes of $320,000), or $.04 per diluted share, from a legal settlement.

Net income before  equity-based  compensation  (1) for the thirteen  weeks ended
March 31, 2007 was $1.8  million,  or $.14 per diluted  share,  and excludes net
equity-based  compensation  expense of $186,000.  Net income before equity-based
compensation (1) for the thirteen weeks ended April 1, 2006 was $1.1 million, or
$.09 per diluted share,  and excludes net equity-based  compensation  expense of
$305,000.

For the thirteen weeks ended March 31, 2007,  earnings before  interest,  income
taxes,  depreciation and amortization,  or EBITDA, was $3.1 million, or $.25 per
diluted share, as compared to $1.9 million,  or $.16 per diluted share,  for the
comparable  prior year  period.  EBITDA for the 2007 period  includes  income of
$800,000 from a legal settlement.

Leon  Kopyt,  Chairman  and CEO of RCM,  commented:  "We are  pleased  to report
revenue  and net  income  increases,  including  the  effect of a partial  legal
settlement, of 15.8% and 93.7%, respectively,  in the first quarter of 2007 over
the comparable  period in 2006.  Despite  seasonal  fluctuations,  revenues have
increased on a sequential basis for six consecutive  quarters as market activity
continues to trend modestly higher in certain business segments. We believe that
if the current  strength in our sector and in the overall economy persists,
we should continue to experience moderate growth."



<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 35 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.


(1) On January 1, 2006,  the Company  adopted the provisions of SFAS No. 123(R),
"Share-Based  Payment,"  on a modified  prospective  basis,  which  required the
Company to record equity-based compensation expense for all awards granted after
the date of adoption and for the unvested  portion of previously  granted awards
outstanding as of the date of adoption.

For the purposes of performing the calculation of net income before equity-based
compensation expense, all equity-based  compensation expense, net of income tax,
is  added  back to net  income  as  calculated  in  accordance  with  accounting
principles  generally accepted in the United States (US GAAP). Net income before
equity-based  compensation expense is not a measurement calculated in accordance
with US GAAP,  and is not intended to be a replacement  for, or to be considered
to be more important than, net income  calculated in accordance with US GAAP. As
the calculation of net income before  equity-based  compensation  expense is not
performed in accordance  with US GAAP, the Company  believes that the utility of
the calculation is  significantly  limited,  and that the measure should only be
used to compare to net income  year-over-year on a consistent basis. To mitigate
this limitation,  the Company has provided a reconciliation of net income before
equity-based compensation expense to net income calculated in accordance with US
GAAP, which should be the primary measurement  utilized to analyze the Company's
financial results.  The Company does not utilize net income before  equity-based
compensation expense for any other purpose.

                                Tables to Follow








<PAGE>


                             RCM Technologies, Inc.
                        Consolidated Statements of Income
                                   (Unaudited)
                    (In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
                                                                                              Thirteen Weeks Ended
                                                                             -------------------------------------------------------
                                                                                   March 31, 2007                April 1, 2006
                                                                             ---------------------------     -----------------------
<S>                                                                                             <C>                         <C>
Revenues                                                                                        $54,493                     $47,054
Gross profit (1)                                                                                 12,376                      12,031
Selling, general and administrative (2)                                                          10,094                      10,086
Depreciation and amortization                                                                       354                         353
Interest expense, net                                                                                 7                          65
Loss on foreign currency transactions                                                                 2                          13
Income from legal settlement                                                                       (800)
Income before income taxes                                                                        2,719                       1,514
Income taxes                                                                                      1,148                         703
Net income                                                                                        1,571                        $811

Earnings per share (diluted)
  Net income                                                                                       $.13                        $.07
</TABLE>



                             RCM Technologies, Inc.
                     Summary Consolidated Balance Sheet Data
                                   (Unaudited)
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                                March 31,                 December 30,
                                                                                   2007                       2006
                                                                          -----------------------     ---------------------
<S>                                                                                       <C>                       <C>
Cash and equivalents                                                                      $2,913                    $2,449
Accounts receivable                                                                       49,216                    48,141
Working capital                                                                           41,092                    38,844
Goodwill and intangible assets                                                            39,918                    39,998
Total assets                                                                             100,918                   100,040
Senior debt                                                                         -                          -
Total liabilities                                                                         15,404                    16,647
Stockholders' equity                                                                     $85,514                   $83,393
<FN>

(1) Reflects stock based compensation expense of $13,000 and $12,000 included in
    cost of services for the thirteen weeks ended March 31 2007 and April 1,
    2006, respectively.
(2) Includes stock based compensation expense of $173,000 and $293,000 for the
    thirteen weeks ended March 31, 2007 and April 1, 2006, respectively.
</FN>
</TABLE>


<PAGE>


                             RCM Technologies, Inc.
                     Reconciliation of EBITDA to Net Income
                                   (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 provided by operating
activities.
<TABLE>
<CAPTION>

                                                                                                Thirteen Weeks Ended
                                                                              ----------------------------------------------------
                                                                                    March 31, 2007                 April 1, 2006
                                                                              ----------------------     -------------------------
                                                                                                   (In Thousands)
                                                                              ----------------------------------------------------
<S>    <C>                                                                                    <C>                           <C>
EBITDA (1)(2)                                                                                 $3,080                        $1,932
Depreciation and amortization                                                                    354                           353
Interest expense, net of interest income                                                           7                            65
Income taxes                                                                                   1,148                           703
                                                                              ----------------------     -------------------------
Net income                                                                                    $1,571                          $811
                                                                              ======================     =========================

Earnings per share (diluted)
    EBITDA                                                                                      $.25                          $.16
                                                                              ======================     =========================
    Net income                                                                                  $.13                          $.07
                                                                              ======================     =========================

    Weighted average shares outstanding                                                       12,352                        12,007
                                                                              ======================     =========================
<FN>


 (1) Includes stock based compensation expense of $186,000 and $305,000 for
     the thirteen weeks ended March 31, 2007 and April 1, 2006, respectively.
 (2) Includes $800,000 from a legal settlement for the thirteen weeks ended
     March 31, 2007.

</FN>
</TABLE>


                             RCM Technologies, Inc.
       Calculation of Net Income and Net Earnings per Diluted Share before
                      Equity-Based Compensation Expense (1)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                Thirteen Weeks Ended
                                                                              ----------------------------------------------------
                                                                                    March 31, 2007                  April 1, 2006
                                                                              ---------------------     --------------------------
                                                                                                   (In Thousands)
                                                                              ----------------------------------------------------

<S>                                                                                          <C>                              <C>
Net income                                                                                   $1,571                           $811
Equity-based compensation, net of income tax                                                    186                            305
Net income before equity-based
  compensation expense                                                                       $1,757                         $1,116
Net earnings per diluted share before
  equity-based compensation expense                                                            $.14                           $.09
<FN>

(1) See footnote 1 on page 2
</FN>
</TABLE>

<PAGE>


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

                                                                                                Thirteen Weeks Ended
                                                                              ----------------------------------------------------
                                                                                    March 31, 2007                  April 1, 2006
                                                                              ---------------------           --------------------
                                                                                                   (In Thousands)
                                                                              ----------------------------------------------------
<S>                                                                                          <C>                              <C>
Net income                                                                                   $1,571                           $811
Adjustments to reconcile net income to cash
  provided by (used in) operating activities:
     Depreciation and amortization                                                              354                            353
     Provision for allowance on accounts receivable                                              13                             (6)
     Stock based compensation expense                                                           186                            305
     Deferred tax assets                                                                        835
Changes in operating assets and liabilities
     Accounts receivable                                                                     (1,117)                        (4,342)
     Restricted cash                                                                                                           (86)
     Prepaid expenses and other current assets                                                 (303)                           613
     Accounts payable and accrued expenses                                                      332                          2,125
     Accrued compensation                                                                    (1,886)                          (467)
     Payroll and withheld taxes                                                                 146                             27
     Income taxes payable                                                                       120                         (1,142)
                                                                              ---------------------     --------------------------

Cash provided by (used in) operating activities                                                $251                        ($1,809)
                                                                              =====================     ==========================
</TABLE>



                                                                 ####

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