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 5, 2014

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 5, 2014, the Registrant issued a press release regarding its financial results for the thirteen and thirty-nine weeks ended September 27, 2014.  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 5, 2014, 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: November 5, 2014

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EXHIBIT INDEX

Exhibit Number	Exhibit Title
99	Press Release by the Registrant, dated November 5, 2014, 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	Rocco Campanelli
Pennsauken, NJ 08109	info@rcmt.com	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 THIRD QUARTER RESULTS

Pennsauken, NJ – November 5, 2014 -- RCM Technologies, Inc. (NasdaqGM: RCMT), 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 engineering, information technology and specialty health care services, today announced financial results for the thirteen and thirty-nine week periods ended September 27, 2014.

RCM Technologies reported revenues of $46.4million for the thirteen week period ended September 27, 2014, a 12.3% increase over $41.3million for the thirteen week period ended September 28, 2013 (the comparable prior year period). Operating income was $2.8 million for the thirteen week period ended September 27, 2014, a 56.9% increase over $1.8 million for the comparable prior year period. Net income for the thirteen week period ended September 27, 2014 was $1.9 million, or $0.15 per diluted share, as compared to $1.1 million, or $0.09 per diluted share, for the comparable prior year period.

The Company reported revenues of $144.5million for the thirty-nine week period ended September 27, 2014, a 15.6% increase over $124.9million for the thirty-nine week period ended September 28, 2013 (the comparable prior year period). Operating income was $7.9 million for the thirty-nine week period ended September 27, 2014, a 56.9% increase over $5.0 million for the comparable prior year period. Net income for the thirty-nine week period ended September 27, 2014 was $5.1 million, or $0.40 per diluted share, as compared to $3.6 million, or $0.29 per diluted share, for the comparable prior year period.

The thirteen and thirty-nine week periods ended September 28, 2013 reflect an increase to net income of $0.5 million resulting from the reduction of a previously unrecognized tax benefit.

Rocco Campanelli, President and Chief Executive Officer of RCM Technologies, commented, “I am proud of the results our employees delivered in the third quarter of 2014. We grew operating income by 56.9% over the third quarter of 2013.  We also achieved gross profit of $13.2 million, the highest quarterly gross profit in over six years, with all three business segments making significant contributions. Our IT gross margin of 31.0% was the highest in RCM’s history. Engineering’s gross margin of 26.6% improved by approximately 230 basis points over the third quarter of 2013.  Healthcare revenues grew by 15.9% over the third quarter of 2013.”

Kevin Miller, Chief Financial Officer of RCM Technologies, added, “We continued to post impressive growth across all three segments.  As a result of strong performance and subject to any development that materially impacts cash flow, the Company expects to pay a special dividend of at least $1.00 per share in fiscal 2014.  Our Board of Directors continues to look to put a more efficient and better performing capital structure in place for shareholders.”

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.  In addition, statements that are not historical should also be considered forward-looking statements. 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, initiatives to enhance shareholder value and returns and general economic factors. Such statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors, which may cause actual events to be materially different from those expressed or implied by such forward-looking statements.  Risk, uncertainties and other factors may emerge from time to time that could cause the Company’s actual results to differ from those indicated by the forward-looking statements. Investors are directed to consider such risks, uncertainties and other factors described in documents filed by the Company with the Securities and Exchange Commission. The Company assumes no obligation (and expressly disclaims any such obligation) to update any forward-looking statements contained in this release as a result of new information or future events or developments, except as may be required by law.

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 27, 2014	September 28, 2013
Revenues	$46,382	$41,320
Cost of services	33,221	30,636
Gross profit	13,161	10,684
Selling, general and administrative	9,991	8,584
Severance and other charges	-	15
Depreciation and amortization	337	279
Operating income	2,833	1,806
Other income (expense), net	6	(4	)
Income before income taxes	2,839	1,802
Income tax expense	962	660
Net income	$1,877	$1,142
Diluted net earnings per share data	$0.15	$0.09

	Thirty-Nine Week Periods Ended
	September 27,  2014		September 28,  2013
Revenues	$144,460		$124,929
Cost of services	106,087		92,362
Gross profit	38,373		32,567
Selling, general and administrative	29,488		26,251
Severance and other charges	104		453
Depreciation and amortization	885		829
Operating income	7,896		5,034
Other (expense) income, net	(19	)	74
Income before income taxes	7,877		5,108
Income tax expense	2,780		1,536
Net income	$5,097		$3,572
Diluted net earnings per share data	$0.40		$0.29

RCM Technologies, Inc.

Summary Consolidated Selected Balance Sheet Data

 (In Thousands)

	September 27, 2014 (Unaudited)	December 28, 2013
Cash and cash equivalents	$8,305	$9,317
Accounts receivable, net	$60,529	$55,726
Total current assets	$79,052	$72,704
Total assets	$94,340	$86,524
Total current liabilities	$26,094	$24,739
Total liabilities	$27,166	$25,146
Stockholders’ equity	$67,174	$61,378

RCM Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

 (Unaudited)

(In Thousands)

		Thirteen Week Periods Ended
		September 27, 2014		September 28, 2013
Net income		$1,877		$1,142
Adjustments to reconcile net income to cash   provided by operating activities		1,341		298
Changes in operating assets and liabilities
	Accounts receivable	(1,609	)	(5,453	)
	Transit accounts receivable	(2,602	)	500
	Prepaid expenses and other current assets	1,450		364
	Accounts payable and accrued expenses	(2,798	)	2,790
	Transit accounts payable	198		(855	)
	Accrued payroll and related costs	(931	)	1,599
	Income taxes payable	351		557
Total adjustments		(4,600	)	(200	)
Cash (used in) provided by operating activities		(2,723	)	942
Net cash used in investing activities		(616	)	(219	)
Net cash provided by financing activities		202		152
Effect of exchange rate changes		(169	)	(21	)
(Decrease) increase in cash and cash equivalents		($3,306	)	$854

		Thirty-Nine Week Periods Ended
		September 27, 2014		September 28, 2013
Net income		$5,097		$3,572
Adjustments to reconcile net income to cash   provided by operating activities		3,578		1,251
Changes in operating assets and liabilities
	Accounts receivable	(5,645	)	(11,055	)
	Transit accounts receivable	(2,984	)	4,641
	Prepaid expenses and other current assets	(426	)	682
	Accounts payable and accrued expenses	(968	)	5,178
	Transit accounts payable	3,115		(6,180	)
	Accrued payroll and related costs	(882	)	1,764
	Income taxes payable	299		887
Total adjustments		(3,913	)	(2,832	)
Cash provided by operating activities		1,184		740
Net cash used in investing activities		(2,023	)	(1,030	)
Net cash provided by financing activities		292		274
Effect of exchange rate changes		(465	)	(58	)
Decrease in cash and cash equivalents		($1,012	)	($74	)

RCM Technologies, Inc.

Summary of Selected Income Statement Data

 (Unaudited)

(In Thousands)

	Thirteen Week Period Ended September 27, 2014
	Engineering		Information Technology		Specialty Health Care		Consolidated
Revenue	$24,835		$14,405		$7,142		$46,382
Cost of services	18,239		9,941		5,041		33,221
Gross Profit	$6,596		$4,464		$2,101		$13,161
Gross Margin	26.6	%	31.0	%	29.4	%	28.4	%

	Thirteen Week Period Ended September 28, 2013
	Engineering		Information Technology		Specialty Health Care		Consolidated
Revenue	$22,000		$13,156		$6,164		$41,320
Cost of services	16,660		9,649		4,327		30,636
Gross Profit	$5,340		$3,507		$1,837		$10,684
Gross Margin	24.3	%	26.7	%	29.8	%	25.9	%

	Thirty-Nine Week Period Ended September 27, 2014
	Engineering		Information Technology		Specialty Health Care		Consolidated
Revenue	$75,615		$44,076		$24,769		$144,460
Cost of services	57,695		30,734		17,658		106,087
Gross Profit	$17,920		$13,342		$7,111		$38,373
Gross Margin	23.7	%	30.3	%	28.7	%	26.6	%

	Thirty-Nine Week Period Ended September 28, 2013
	Engineering		Information Technology		Specialty Health Care		Consolidated
Revenue	$63,263		$41,378		$20,288		$124,929
Cost of services	48,562		29,706		14,094		92,362
Gross Profit	$14,701		$11,672		$6,194		$32,567
Gross Margin	23.2	%	28.2	%	30.5	%	26.1	%