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): November 7, 2012

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 November 7, 2012, the Registrant issued a press release regarding its financial results for the thirteen and thirty-nine weeks ended September 29, 2012.  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 November 7, 2012, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

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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: November 7, 2012

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EXHIBIT INDEX

Exhibit Number	Exhibit Title
99	Press Release by the Registrant, dated November 7, 2012, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

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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 AND THIRTY-NINE WEEK PERIODS ENDED

SEPTEMBER 29, 2012

Pennsauken, NJ – November 7, 2012 -- RCM Technologies, Inc. (NASDAQ: RCMT) today announced financial results for the thirteen and thirty-nine week periods ended September 29, 2012.

The Company announced revenues of $34.8million for the thirteen week period ended September 29, 2012, increased from $33.6million for the thirteen week period ended October 1, 2011 (comparable prior year period).  The Company had operating income of $1.1 million for the thirteen week period ended September 29, 2012 as compared to $0.7 million for the comparable prior year period. Net income for the thirteen week period ended September 29, 2012 was $0.6 million, or $0.05 per diluted share, as compared to net income of $0.7 million, or $0.06 per diluted share, for the comparable prior year period.

The Company announced revenues of $108.8million for both thirty-nine week periods ended September 29, 2012 and October 1, 2011 (comparable prior year period).  The Company had operating income of $3.9 million for the thirty-nine week period ended September 29, 2012 as compared to $4.8 million for the comparable prior year period.  Net income for the thirty-nine week period ended September 29, 2012 was $2.2 million, or $0.17 per diluted share, as compared to net income of $3.1 million, or $0.24 per diluted share, for the comparable prior year period.    

The Company announced that during the thirty-nine week period ended September 29, 2012, the Company repurchased 814,841 shares of its common stock under its existing common stock repurchase plan for an aggregate cost of $4.4 million, an average price of $5.43 per share. The Company’s Board of Directors approved a share repurchase plan of up to $7.5 million of the Company’s outstanding shares of common stock in February 2010, which plan has been extended through February 2013. Through September 29, 2012 the Company has purchased a total of 1,406,627 shares under this plan for an aggregate of $7.1 million, an average price of $5.07 per share.

Leon Kopyt, Chairman and CEO of RCM, commented:  “Overall we were pleased with the results of our 2012 third quarter with an approximate 49% increase to operating income as compared to the prior year. Our IT segment did not meet our revenue expectations in the 2012 third quarter but we did experience our second consecutive quarterly increase in gross profit dollars of approximately $0.3 million, or approximately 10%, as compared to the prior year.  Our Engineering segment revenues and gross profit dollars also grew approximately 10% as compared to the prior year, due primarily to our recent acquisition of BGA.  While our Canadian Engineering group continues to see delays in the release of contracts RCM hopes to win, 2012 third quarter revenues grew by approximately $1.3 million as compared to the second quarter of 2012.  After normalizing for the BGA acquisition and our Canadian Engineering group, the Engineering segment experienced modest revenue growth as compared to the prior year.  Our Specialty Healthcare segment experienced a decline in revenues of approximately 2% in the 2012 third quarter.

We are cautious in our expectations heading into the fourth quarter of 2012 as much of our business is concentrated in areas impacted by Hurricane Sandy.  As of today, we believe we will lose at least $1.0 million in revenues because of Hurricane Sandy and that estimate may grow significantly.”

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.  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,” “can,” “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 Share and Per Share Amounts)

	Thirteen Week Periods Ended
	September 29, 2012		October 1, 2011
Revenues	$34,839		$33,559
Cost of services	25,164		24,461
Gross profit	9,675		9,098
Selling, general and administrative	8,153		8,077
Depreciation and amortization	415		279
Operating income	1,107		742
Other (expense) income, net	(12	)	1
Income before income taxes	1,095		743
Income tax expense	461		19
Net income	$634		$724
Diluted net income per share data	$0.05		$0.06

	Thirty-Nine Week Periods Ended
	September 29, 2012	October 1, 2011
Revenues	$108,798	$108,779
Cost of services	79,182	78,171
Gross profit	29,616	30,608
Selling, general and administrative	24,766	24,919
Depreciation and amortization	953	867
Operating income	3,897	4,822
Other income, net	18	5
Income before income taxes	3,915	4,827
Income tax expense	1,718	1,686
Net income	$2,197	$3,141
Diluted net income per share data	$0.17	$0.24

RCM Technologies, Inc.

Summary Consolidated Selected Balance Sheet Data

 (In Thousands)

	September 29, 2012	December 31, 2011
Cash and cash equivalents	$30,212	$28,417
Accounts receivable, net	$37,949	$39,031
Total current assets	$74,149	$73,229
Total assets	$88,742	$86,178
Total current liabilities	$17,800	$14,290
Total liabilities	$18,697	$14,517
Treasury stock (1,406,627 and 591,786 shares) at cost	$7,138	$2,713
Stockholders’ equity	$70,045	$71,661
Stockholder’s equity less goodwill and intangible assets	$60,130	$64,132

RCM Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In Thousands)

		Thirteen Week Periods Ended
		September 29, 2012		October 1, 2011
Net income		$634		$724
Adjustments to reconcile net income to cash   provided by operating activities		659		533
Changes in operating assets and liabilities
	Accounts receivable	2,215		4,387
	Transit accounts receivable	1,233		(5,817	)
	Prepaid expenses and other current assets	762		(75	)
	Accounts payable and accrued expenses	673		226
	Transit accounts payable	(5,169	)	8,193
	Accrued payroll and related costs	2,039		1,889
	Income taxes payable	(260	)	89
Total adjustments		2,152		9,425
Cash provided by operating activities		2,786		10,149
Net cash used in investing activities, principally    cash used in the acquisition of BGA		(1,466	)	(174	)
Net cash used in financing activities, principally    from stock repurchase		(213	)	(828	)
Effect of exchange rate changes		(47	)	(57	)
Increase in cash and cash equivalents		$1,060		$9,090

		Thirty-Nine Week Periods Ended
		September 29, 2012		October 1, 2011
Net income		$2,197		$3,141
Adjustments to reconcile net income to cash   provided by operating activities		1,753		1,403
Changes in operating assets and liabilities
	Accounts receivable	891		2,575
	Transit accounts receivable	(304	)	(5,817	)
	Prepaid expenses and other current assets	170		(509	)
	Accounts payable and accrued expenses	(227	)	(722	)
	Transit accounts payable	881		8,193
	Accrued payroll and related costs	1,854		1,514
	Income taxes payable	233		65
Total adjustments		5,251		6,702
Cash provided by operating activities		7,448		9,843
Net cash used in investing activities, principally    cash used in the acquisition of BGA		(1,651	)	(344	)
Net cash used in financing activities, principally    from stock repurchase		(3,983	)	(1,576	)
Effect of exchange rate changes		(19	)	(49	)
Increase in cash and cash equivalents		$1,795		$7,874