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<SEC-DOCUMENT>0000700841-04-000022.txt : 20041110
<SEC-HEADER>0000700841-04-000022.hdr.sgml : 20041110
<ACCEPTANCE-DATETIME>20041110160942
ACCESSION NUMBER:		0000700841-04-000022
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041002
ITEM INFORMATION:		Results of Operations and Financial Condition
FILED AS OF DATE:		20041110
DATE AS OF CHANGE:		20041110

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:		041133300

	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>form8k111004.txt
<DESCRIPTION>FORM 8K PRESS RELEASE 111004
<TEXT>



                       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): November 10, 2004
                                                        ------------------

                           RCM Technologies, Inc.
                        -----------------------------
                 (Exact Name of Registrant Specified in Charter)


       Nevada                1-10245                  95-1480559
   --------------        ----------------            -----------
   (State or Other      (Commission File   (I.R.S. Employer Identification No.)
   Jurisdiction of         Number)
   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
                                                           ---------------




<PAGE>


2

Item 12. Results of Operations and Financial Condition

On November  10, 2004,  the  Registrant  issued a press  release  regarding  its
financial  results for the forty weeks and thirteen weeks ended October 2, 2004.
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 12.  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.


<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
                                  Chief Financial Officer,
                                  Treasurer, Secretary and Director
                                  (Principal Financial Officer and
                                   Duly Authorized Officer of the Registrant)



Dated:  November 10, 2004



<PAGE>


3


                                  EXHIBIT INDEX


Exhibit Number            Exhibit Title

99                       Press release dated November 10, 2004, furnished
                         in accordance with Item 12 of this Current
                         Report on Form 8-K.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>pressrel111004.txt
<DESCRIPTION>PRESS RELEASE 111004
<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          Brian Delle Donne
                                                  Chief Operating Officer
                                                  Stanton Remer, CPA
                                                  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 FORTY WEEKS
                    AND THIRTEEN WEEKS ENDED OCTOBER 2, 2004

November 10, 2004 -- RCM Technologies,  Inc. (NNM: RCMT) today announced
financial results for the forty weeks and thirteen weeks ended October 2, 2004.

The  Company  announced  revenues  of $127.6  million  for the forty weeks ended
October 2, 2004,  down from  $161.1  million  for the  thirty-nine  weeks  ended
September  27,  2003 (same  period a year ago).  Net income for the forty  weeks
ended October 2, 2004 was $2.4 million,  or $.21 per diluted share,  as compared
to net income of $5.1 million,  or $.48 per diluted share,  for the  thirty-nine
weeks ended  September  27,  2003.  For the forty  weeks ended  October 2, 2004,
earnings  before  interest,  income taxes,  depreciation  and  amortization,  or
EBITDA,  was $5.0  million,  or $.43 per  diluted  share,  as  compared  to $9.1
million,  or $.84 per diluted share,  for the thirty-nine  weeks ended September
27, 2003.

Revenues were $40.9 million for the thirteen  weeks ended October 2, 2004,  down
from $55.2 million for the thirteen weeks ended  September 27, 2003 (same period
a year  ago).  Net  income  for the  thirteen  weeks  ended  October 2, 2004 was
$766,000,  or $.07 per diluted share, as compared to net income of $1.8 million,
or $.17 per diluted share,  for the thirteen weeks ended September 27, 2003. For
the thirteen weeks ended October 2, 2004,  EBITDA was $1.6 million,  or $.14 per
diluted share, as compared to $3.2 million,  or $.30 per diluted share,  for the
thirteen weeks ended September 27, 2003.

Leon Kopyt, Chairman and CEO of RCM, commented:  "Revenues for the third quarter
continue  to reflect  softness  in  technology  spending  as well as  deliberate
decision-making by our customers.  We are continuing to concentrate on marketing
and sales efforts  relating to new initiatives and service  offerings.  Based on
the  current  level  of  prospective  business  opportunities,  we hope to begin
building positive momentum next year."


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>

                                                                                    Thirty-Nine
                                                             Forty Weeks Ended      Weeks Ended
                                                             October 2, 2004       September 27,
                                                                                        2003
                                                            ------------------    -----------------
<S>                                                                  <C>                  <C>
Revenues                                                             $127,555             $161,094
Gross profit                                                           30,691               33,743
Selling, general and administrative                                    25,649               24,810
Depreciation and amortization                                             905                  913
Other expense                                                             357                   64
Income before income taxes                                              3,780                7,956
Income taxes                                                            1,349                2,850
Net earnings                                                           $2,431               $5,106

Earnings per share (diluted)
  Net income                                                             $.21                 $.48
</TABLE>

<TABLE>
<CAPTION>

                                                                                   Thirteen Weeks
                                                             Thirteen Weeks            Ended
                                                                  Ended            September 27,
                                                             October 2, 2004            2003
                                                            ------------------    -----------------
<S>                                                                   <C>                  <C>
Revenues                                                              $40,933              $55,224
Gross profit                                                            9,964               11,545
Selling, general and administrative                                     8,322                8,335
Depreciation and amortization                                             305                  310
Other  income                                                             116                  123
Income before income taxes                                              1,221                2,777
Income taxes                                                              455                  960
Net earnings                                                             $766               $1,817

Earnings per share (diluted)
  Net income                                                             $.07                 $.17
</TABLE>

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

                                                            October 2,         December 27,
                                                               2004                2003
                                                          ----------------    ---------------
<S>                                                                <C>                <C>
Cash and equivalents                                               $2,916             $5,152
Accounts receivable                                                37,614             36,269
Working capital                                                    27,297             23,882
Intangible assets                                                  38,024             38,076
Total assets                                                       97,146             99,704
Senior debt                                                         4,900              7,300
Total liabilities                                                  27,525             32,533
Stockholders' equity                                              $69,944            $67,170
</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
     taxes, depreciation and amortization. We believe that EBITDA, as presented,
     represents a useful  measure of assessing the  performance of our operating
     activities. 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>
                                                                                  Thirty-Nine
                                                           Forty Weeks Ended      Weeks Ended
                                                           October 2, 2004       September 27,
                                                                                      2003
                                                          ------------------    -----------------
                                                                      (In Thousands)
                                                          ---------------------------------------
<S>                                                                  <C>                  <C>
EBITDA                                                               $5,037               $9,050
Depreciation and amortization                                           905                  914
Interest expense, net of interest income                                352                  180
Income taxes                                                          1,349                2,850
                                                          ------------------    -----------------
Net income                                                           $2,431               $5,106
                                                          ==================    =================

Net income                                                           $2,431               $5,106
Adjustments to reconcile net income to cash
  provided by operating activities:
    Depreciation and amortization                                       905                  914
    Provision for losses on accounts receivable                          63                  311
Changes in operating assets and liabilities
    Receivables                                                      (1,408)              (7,012)
    Restricted Cash                                                                       (8,296)
    Deferred tax asset                                                                     3,069
    Prepaid expenses and other current assets                           702                1,268
    Accounts payable and accrued expenses                            (3,507)               3,885
    Accrued compensation                                                110                3,205
    Payroll and withheld taxes                                          726                  397
    Income taxes payable                                                 63                  (63)
                                                          ------------------    -----------------
Cash provided by operating activities                                   $85               $2,784
                                                          ==================    =================
</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                                                          Thirteen Weeks       Thirteen Weeks
                                                               Ended               Ended
                                                           October 2, 2004      September 27,
                                                                                   2003
                                                          ----------------   ------------------
                                                                     (In Thousands)
                                                          -------------------------------------

<S>                                                                <C>                  <C>
EBITDA                                                             $1,645               $3,190
Depreciation and amortization                                         305                  310
Interest expense, net of interest income                              119                  103
Income taxes                                                          455                  960
                                                          ----------------   ------------------
Net income                                                           $766               $1,817
                                                          ================   ==================


Net income                                                           $766               $1,817
Adjustments to reconcile net income to cash
  provided by operating activities:
    Depreciation and amortization                                     305                  310
    Provision for losses on accounts receivable                        93                   90
Changes in operating assets and liabilities
    Receivables                                                       172                4,473
    Deferred tax asset                                                                     609
    Restricted Cash                                                                     (8,296)
    Prepaid expenses and other current assets                         910                  629
    Accounts payable and accrued expenses                            (453)              (1,428)
    Accrued compensation                                             (802)               1,989
    Payroll and withheld taxes                                         59                   91
    Income taxes payable                                              199                  226
                                                          ----------------   ------------------

Cash provided by operating activities                              $1,249                 $510
                                                          ================   ==================
</TABLE>


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