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<SEC-DOCUMENT>0000700841-08-000008.txt : 20080319
<SEC-HEADER>0000700841-08-000008.hdr.sgml : 20080319
<ACCEPTANCE-DATETIME>20080319161236
ACCESSION NUMBER:		0000700841-08-000008
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20071229
ITEM INFORMATION:		Results of Operations and Financial Condition
FILED AS OF DATE:		20080319
DATE AS OF CHANGE:		20080319

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:		08699485

	BUSINESS ADDRESS:	
		STREET 1:		2500 MCCLELLAN AVENUE
		STREET 2:		STE 350
		CITY:			PENNSAUKEN
		STATE:			NJ
		ZIP:			08109-4613
		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>form8k031908.txt
<DESCRIPTION>FORM 8K PRESS RELEASE 031908
<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): March 19, 2008

                             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 March 19, 2008, the Registrant issued a press release regarding its financial
results for the thirty-nine weeks and thirteen weeks ended December 29, 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 shares, 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 March 19, 2008,
                     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: March 19, 2008


                                       2


<PAGE>


                                  Exhibit Index


 Exhibit Number                       Exhibit Title
      99               Press Release by the Registrant, dated March 19, 2008,
                       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>pressrel031908.txt
<DESCRIPTION>PRESS RELEASE RESULTS OF OPERATIONS, DATED 031908
<TEXT>
RCM TECHNOLOGIES, INC.         Tel:856-486-1777
2500 McClellan Avenue          Fax:856-488-8833
Pennsauken, NJ 08109-4613      info@rcmt.com
                               WWW.rcmt.com




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

          RCM TECHNOLOGIES, INC. ANNOUNCES RESULTS FOR FIFTY-TWO WEEKS
                   AND THIRTEEN WEEKS ENDED DECEMBER 29, 2007

Pennsauken, NJ - March 19, 2008 -- RCM Technologies, Inc. (NASD: RCMT) today
announced financial results for the fifty-two weeks and thirteen weeks ended
December 29, 2007.

The Company announced revenues of $214.2 million for the fifty-two weeks ended
December 29, 2007, up from $201.9 million for the fifty-two weeks ended December
30, 2006 (comparable prior year period). Net income for the fifty-two weeks
ended December 29, 2007 was $6.8 million, or $0.54 per diluted share, as
compared to net income of $6.4 million, or $0.53 per diluted share, for the
comparable prior year period. The net income for the 2006 period included a $1.3
million income tax credit, or $0.11 per diluted share. There was no income tax
credit in the 2007 period.

Operating income for the fifty-two weeks ended December 29, 2007 was $10.1
million, or $0.81 per diluted share, up from $7.8 million, or $0.64 per diluted
share, for the comparable period.

Net income before stock-based compensation (1) for the fifty-two weeks ended
December 29, 2007 was $7.2 million, or $0.57 per diluted share, and excludes net
equity-based compensation expense of $411,000. Net income before equity-based
compensation (1) for the fifty-two weeks ended December 30, 2006 was $7.3
million, or $0.61 per diluted share, and excludes net equity-based compensation
expense of $956,000.

Net income for the fifty-two  weeks ended  December 29, 2007 includes  income of
$480,000  ($800,000,  net of income  taxes of  $320,000),  or $0.04 per  diluted
share,  from a  legal  settlement.  No  such  income  was  realized  during  the
comparable prior year period.

For the fifty-two weeks ended December 29, 2007, earnings before interest,
income taxes, depreciation and amortization, or EBITDA, was $12.4 million, or
$0.99 per diluted share, as compared to $9.2 million, or $0.77 per diluted
share, for the comparable prior year period. EBITDA for the 2007 period includes
income of $800,000 from a legal settlement, as discussed above.

The Company announced revenues of $48.8 million for the thirteen weeks ended
December 29, 2007, down from $54.2 million for the thirteen weeks ended December
30, 2006 (comparable prior year period). Net income for the thirteen weeks ended
December 29, 2007 was $1.6 million, or $0.13 per diluted share, as compared to
net income of $2.3 million, or $0.19 per diluted share, for the comparable prior
year period. The net income for the thirteen weeks ended December 30, 2006
included a $1.0 million income tax credit, or $0.08 per diluted share. There was
no income tax credit in the 2007 period.


<PAGE>




Operating income for the thirteen weeks ended December 29, 2007 was $2.4
million, or $0.20 per diluted share, up from $2.2 million, or $0.18 per diluted
share for the comparable period.

Net income before stock-based compensation (1) for the thirteen weeks ended
December 29, 2007 was $1.9 million, or $0.15 per diluted share, and excludes
net equity-based compensation expense of $259,000. Net income before
equity-based compensation(1) for the thirteen weeks ended December 30, 2006
was $2.6 million, or $0.21 per diluted share, and excludes net equity-based
compensation expense of $263,000.

For the thirteen weeks ended December 29, 2007, EBITDA was $2.8 million, or
$0.23 per diluted share, as compared to $2.6 million, or $0.22 per diluted
share, for the comparable prior year period.

Leon Kopyt, Chairman and CEO of RCM, commented: "We are pleased to report that
revenues and operating income for the 2007 fiscal year increased on a comparable
year basis by 6% and 30% respectively. Operating income in the second half of
the year was higher by approximately 7% over the first half despite moderately
lower revenues in the second half. Although we anticipate a challenging business
environment in the first half of 2008, we believe that we can achieve
respectable performance levels long term based on a sound business strategy,
solid fundamentals and continued financial discipline."

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,  the ability of the
Company to consummate  acquisitions as to which it executes  non-binding letters
of  intent,  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>

                                                                    Fifty-Two Weeks Ended
                                                            ---------------------------------------
                                                            December 29, 2007       December 30,
                                                                                        2006
                                                            ------------------    -----------------
<S>                                                                  <C>                  <C>
Revenues                                                             $214,209             $201,920
Gross profit (1)                                                       52,976               50,508
Selling, general and administrative (2)                                41,418               41,244
Depreciation and amortization                                           1,442                1,507
Operating income                                                       10,116                7,757
Interest income (expense), net                                             59                 (256)
Gain (loss) on foreign currency transactions                               78                  (31)
Income from legal settlement                                              800
Income before income taxes                                             11,053                7,470
Income taxes                                                            4,284                1,114
Net income                                                             $6,769               $6,356

Earnings per share (diluted)
  Net income                                                             $.54                 $.53
</TABLE>
<TABLE>
<CAPTION>

                                                                     Thirteen Weeks Ended
                                                            ---------------------------------------
                                                            December 29, 2007       December 30,
                                                                                        2006
                                                            ------------------    -----------------
<S>                                                                   <C>                  <C>
Revenues                                                              $48,791              $54,192
Gross profit (3)                                                       13,208               13,346
Selling, general and administrative (4)                                10,408               10,722
Depreciation and amortization                                             353                  393
Operating income                                                        2,447                2,231
Interest income (expense), net                                             27                  (52)
Gain (loss) on foreign currency transactions                               25                  (15)
Income before income taxes                                              2,499                2,164
Income taxes (credit)                                                     878                 (173)
Net income                                                             $1,621               $2,337

Earnings per share (diluted)
  Net income                                                             $.13                 $.19
</TABLE>

                             RCM Technologies, Inc.
               Summary Consolidated Balance Sheet Data (Unaudited)
                                 (In Thousands)
                            December 29, December 30,
<TABLE>
<CAPTION>
                                                             2007                 2006
                                                        ----------------     ----------------
<S>                                                             <C>                   <C>
Cash and equivalents                                            $11,642               $2,449
Accounts receivable, net                                         45,468               48,141
Working capital                                                  43,541               38,844
Goodwill and intangible assets                                   39,937               39,998
Total assets                                                    109,714              100,040
Total liabilities                                                17,666               16,647
Stockholders' equity                                            $92,048              $83,393

(1) Reflects stock based compensation expense of $22 and $46 included in cost of
   services for the fifty-two weeks ended December 29, 2007 and December 30,
   2006, respectively.
(2) Includes stock based compensation expense of $389 and $910 for the fifty-two
   weeks ended December 29, 2007 and December 30, 2006, respectively.
(3) Reflects stock based compensation expense of $16 and $16 included in cost of
   services for the thirteen weeks ended December 29, 2007 and December 30,
   2006, respectively.
(4) Includes stock based compensation expense of $243 and $247 for the thirteen
   weeks ended December 29, 2007 and December 30, 2006, respectively.
</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 provided by operating
activities.

<TABLE>
<CAPTION>

                                                                    Fifty-Two Weeks Ended
                                                           -----------------------------------------
                                                            December 29, 2007        December 30,
                                                                                         2006
                                                           --------------------    -----------------
                                                                        (In Thousands)
                                                           -----------------------------------------
<S>    <C>                                                             <C>                   <C>
EBITDA (1)                                                             $12,436               $9,233
Depreciation and amortization                                            1,442                1,507
Interest income (expense), net                                              59                 (256)
Income taxes                                                             4,284                1,114
                                                           --------------------    -----------------
Net income                                                              $6,769               $6,356
                                                           ====================    =================

Earnings per share (diluted)
    EBITDA                                                                $.99                 $.77
                                                           ====================    =================
    Net income                                                            $.54                 $.53
                                                           ====================    =================

    Weighted average shares outstanding                                 12,485               12,035
                                                           ====================    =================
</TABLE>
<TABLE>
<CAPTION>

                                                                     Thirteen Weeks Ended
                                                           -----------------------------------------
                                                            December 29, 2007        December 30,
                                                                                         2006
                                                           --------------------    -----------------
                                                                        (In Thousands)
                                                           -----------------------------------------
<S>    <C>                                                              <C>                  <C>
EBITDA ((2))                                                            $2,825               $2,609
Depreciation and amortization                                              353                  393
Interest income (expense), net                                              27                   52
Income taxes                                                               878                 (173)
                                                           --------------------    -----------------
Net income                                                              $1,621               $2,337
                                                           ====================    =================

Earnings per share (diluted)
    EBITDA                                                                $.23                 $.22
                                                           ====================    =================
    Net income                                                            $.13                 $.19
                                                           ====================    =================

    Weighted average shares outstanding                                 12,545               12,100
                                                           ====================    =================
</TABLE>

(1) Includes stock based compensation expense of $411 and $956 for the fifty-two
   weeks ended December 29, 2007 and December 30, 2006, respectively.
((2)) Includes stock based compensation expense of $259 and $263 for the
   thirteen weeks ended December 29, 2007 and December 30, 2006, respectively.


<PAGE>


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

                                                                    Fifty-Two Weeks Ended
                                                           -----------------------------------------
                                                            December 29, 2007        December 30,
                                                                                         2006
                                                           --------------------    -----------------
                                                                        (In Thousands)
                                                           -----------------------------------------
<S>                                                                     <C>                  <C>
Net income                                                              $6,769               $6,356
Adjustments to reconcile net income to cash
  provided by (used in) operating activities:
    Depreciation and amortization                                        1,449                1,508
    Stock based compensation expense                                       411                  956
    Provision for losses on accounts receivable                            (89)                (120)
    Deferred tax assets                                                  2,474                  827
Changes in operating assets and liabilities
    Accounts receivable                                                 (3,030)              (3,144)
    Restricted cash                                                                           8,572
    Prepaid expenses and other current assets                              244                1,132
    Accounts payable and accrued expenses                                  118               (7,666)
    Accrued compensation                                                  (780)               1,086
    Payroll and withheld taxes                                             (87)                 277
    Income taxes payable                                                 1,126               (4,180)
                                                           --------------------    -----------------

Cash provided by operating activities                                   $8,605               $5,604
                                                           ====================    =================
</TABLE>
<TABLE>
<CAPTION>


                                                                     Thirteen Weeks Ended
                                                           -----------------------------------------
                                                            December 29, 2007        December 30,
                                                                                         2006
                                                           --------------------    -----------------
                                                                        (In Thousands)
                                                           -----------------------------------------
<S>                                                                     <C>                  <C>
Net income                                                              $1,621               $2,337
Adjustments to reconcile net income to cash
  provided by (used in) operating activities:
    Depreciation and amortization                                          355                  393
    Stock based compensation expense                                       260                  263
    Provision for losses on accounts receivable                           (244)                 (11)
    Deferred tax assets                                                    321                  972
Changes in operating assets and liabilities
    Accounts receivable                                                  1,165                  653
    Prepaid expenses and other current assets                              934                1,066
    Accounts payable and accrued expenses                                 (525)              (2,395)
    Accrued compensation                                                  (669)                (250)
    Payroll and withheld taxes                                            (218)                  27
    Income taxes payable                                                   579               (2,033)
                                                           --------------------    -----------------

Cash provided by operating activities                                   $3,579               $1,022
                                                           ====================    =================
</TABLE>



                                                                 ####

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