8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 3, 2011

RCM Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

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

2500 McClellan Avenue, Suite 350
Pennsauken, NJ	08109-4613
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (856) 356-4500

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 Securities 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)).

Item 2.02. Results of Operations and Financial Condition.

On May 3, 2011, the Registrant issued a press release regarding its financial results for the thirteen weeks ended April 2, 2011.  A copy of the press release is furnished as Exhibit 99 to this report.

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) Shell Company Transactions.

None.

(d) Exhibits.

Exhibit Number
99	Press Release by the Registrant, dated May 3, 2011, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

  1

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/ Kevin D. Miller
	Kevin D. Miller
	Chief Financial Officer, Treasurer and Secretary

Dated: May 3, 2011

2 

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99	Press Release by the Registrant, dated May 3, 2011, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

3 

EX-99

RCM Technologies, Inc.	Tel:  856.356.4500	Corporate Contacts:
2500 McClellan Avenue	Fax: 856.356.4600	Leon Kopyt
Pennsauken, NJ 08109	info@rcmt.com	Chairman, President & CEO
	www.rcmt.com	Kevin D. Miller
		Chief Financial Officer

P R E S S   R E L E A S E

RCM TECHNOLOGIES, INC. ANNOUNCES RESULTS

FOR THE THIRTEEN WEEK PERIOD ENDED APRIL 2, 2011

Pennsauken, NJ – May 3, 2011 -- RCM Technologies, Inc. (NASDAQ: RCMT) today announced financial results for the thirteen week period ended April 2, 2011.

The Company announced revenues of $38.7million for the thirteen week period ended April 2, 2011, decreased from $45.3million for the thirteen week period ended April 3, 2010 (comparable prior year period).  The Company had operating income of $2.1 million for both the thirteen week period ended April 2, 2011 and the comparable prior year period.  Income from continuing operations was $1.2 million, or $0.09 per diluted share, for the thirteen week period ended April 2, 2011, as compared to income from continuing operations of $2.4 million, or $0.19 per diluted share, for the comparable prior year period.  Net income for the thirteen week period ended April 2, 2011 was $1.2 million, or $0.09 per diluted share, as compared to net income of $1.8 million, or $0.14 per diluted share, for the comparable prior year period.  Both income from continuing operations and net income in the comparable prior year period include the impact of a $1.1 million tax benefit due to an anticipated 2010 tax deduction for goodwill and intangible assets associated with a closed subsidiary.

Leon Kopyt, Chairman and CEO of RCM, commented: “Having started the year with our focus on improving top line growth, we are pleased with the increase in revenue this quarter as compared to the previous two sequential quarters.  We believe that the steps we’ve taken in implementing a disciplined control of sales activities should continue to yield progress in the revenue growth.”

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 delivery of these solutions to commercial and government sectors.  RCM is also aprovider of specialty healthcare services to major health care institutions and educational facilities.  RCM’s offices are located in major metropolitan centers throughout North America and Europe.  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.  These statements often include words such as “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “believe,” “plan,” “seek,” “could,” “should” or similar expressions.  These statements are based on assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances.  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.

Tables to Follow

RCM Technologies, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

 (In Thousands, Except Per Share Amounts)

		Thirteen Week Periods Ended
		April 2, 2011		April 3, 2010
Revenues		$38,706		$45,329
Cost of services		27,656		32,984
Gross profit		11,050		12,345
Selling, general and administrative		8,684		9,913
Depreciation and amortization		309		344
Operating income		2,057		2,088
Other expense, net		(20	)	(45	)
Income from continuing operations before income taxes		2,037		2,043
Income tax (expense) benefit from continuing operations		(862	)	384
Income from continuing operations		1,175		2,427
Loss from discontinued operations, net of taxes		-		(655	)
Net income		$1,175		$1,772
Diluted net earnings per share data:
	Income from continuing operations	$0.09		$0.19
	Loss from discontinued operations, net of taxes	-		($0.05	)
	Net income	$0.09		$0.14

RCM Technologies, Inc.

Summary Consolidated Selected Balance Sheet Data

 (In Thousands)

	April 2, 2011	January 1, 2011
Cash and equivalents	$25,945	$24,704
Accounts receivable, net	$41,969	$41,213
Total current assets	$71,016	$68,587
Goodwill and intangible assets	$7,609	$7,644
Total assets	$85,241	$83,012
Total current liabilities	$14,600	$13,159
Total liabilities	$14,845	$13,404
Stockholders’ equity	$70,396	$69,608
Stockholder’s equity, per diluted share	$5.32	$5.27
Stockholder’s equity less goodwill and intangible assets	$62,787	$61,964
Stockholder’s equity less goodwill and intangible assets, per diluted share	$4.74	$4.69

RCM Technologies, Inc.

Condensed Cash Provided by Operating Activities

 (Unaudited)

(In Thousands)

		Thirteen Week Periods Ended
		April 2, 2011		April 3, 2010
Net income		$1,175		$1,772
Adjustments to reconcile net income to cash   provided by operating activities		228		845
Changes in operating assets and liabilities
	Accounts receivable	(475	)	(3,952	)
	Prepaid expenses and other current assets	(277	)	(1,063	)
	Accounts payable and accrued expenses	(86	)	1,330
	Accrued payroll and related costs	973		2,106
	Income taxes payable	370		190
Total adjustments		733		(544	)
Cash provided by operating activities		$1,908		$1,228