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): August 12, 2015

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 August 12, 2015, the Registrant issued a press release regarding its financial results for the thirteen and twenty-six weeks ended July 4, 2015.  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 August 12, 2015, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

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: August 12, 2015

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99	Press Release by the Registrant, dated August 12, 2015, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

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 SECOND QUARTER RESULTS

Pennsauken, NJ – August 12, 2015 -- 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 twenty-six week periods ended July 4, 2015.

RCM Technologies reported revenues of $45.3million for the thirteen week period ended July 4, 2015, a 8.5% decrease as compared to $49.5million for the thirteen week period ended June 28, 2014 (the comparable prior year period). Gross profit was $12.1 million for the thirteen week period ended July 4, 2015, a 6.7% decrease as compared to $13.0 million for the comparable prior year period.  Operating income was $1.2 million for the thirteen week period ended July 4, 2015, a 60.0% decrease as compared to $3.0 million for the comparable prior year period. Net income for the thirteen week period ended July 4, 2015 was $0.7 million, or $0.05 per diluted share, as compared to $2.0 million, or $0.15 per diluted share, for the comparable prior year period.

The Company reported revenues of $93.3million for the twenty-six week period ended July 4, 2015, a 4.9% decrease as compared to $98.1million for the twenty-six week period ended June 28, 2014 (the comparable prior year period). Gross profit was $25.4 million for the twenty-six week period ended July 4, 2015, a 0.1% increase as compared to $25.2 million for the comparable prior year period.  Operating income was $3.6 million for the twenty-six week period ended July 4, 2015, a 29.6% decrease over $5.1 million for the comparable prior year period. Net income for the twenty-six week period ended July 4, 2015 was $2.1 million, or $0.16 per diluted share, as compared to $3.2 million, or $0.25 per diluted share, for the comparable prior year period.

Rocco Campanelli, President and Chief Executive Officer of RCM Technologies, commented, “We are disappointed with the results of our second quarter of 2015. As we previously disclosed, the primary reason for lower revenues and operating income as compared to the second quarter of 2014 were revenue declines from a very large project worked on by our Canadian Engineering Group, which we do not expect to pick up in the near term. While we remain optimistic about our Canadian Engineering Group going forward, particularly as we look to fiscal 2016, we’ve had to make staffing adjustments for the second half of fiscal 2015. We are cautiously optimistic that we will soon announce a very large master services agreement with a major client in Canada. On a much brighter note, our Specialty Healthcare segment has continued on its strong pace, setting new quarterly records for both revenues and gross profit. The expected impact from the recently announced engagement with the Chicago Board of Education will further improve on the Specialty Healthcare’s record year and bolster our run rate as we head into fiscal 2016. Our Information Technology segment’s performance in the second quarter was steady with numbers of staffing placements at existing and new clients significantly higher than last year’s results. We are excited about our consolidated prospective performance for the second half of fiscal 2015 as compared to the first half of 2015 and we expect to realize some of our considerable pipeline opportunities and lay the groundwork for a very strong fiscal 2016.”

Kevin Miller, Chief Financial Officer of RCM Technologies, added, “We are obviously disappointed with the decline in revenues in the second quarter of fiscal 2015 versus last year’s second quarter. The primary reason for the decrease was an $8.0 million reduction in revenues from work performed, as a subcontractor or directly, for a large Engineering client in Canada. While we do not foresee any near term material expansion of work for this client, we do have a robust pipeline across all three segments of our business and expect to see improvement in operating income for the second half of fiscal 2015 as compared to the first half of the 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 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, expectations regarding our future revenues and other financial results, our pipeline and potential project wins and our expectations for growth in our business. 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, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. 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
	July 4, 2015		June 28, 2014
Revenues	$45,286		$49,509
Cost of services	33,196		36,554
Gross profit	12,090		12,955
Selling, general and administrative	10,546		9,653
Depreciation and amortization	334		277
Operating income	1,210		3,025
Other income, net	(118	)	37
Income before income taxes	1,092		3,062
Income tax expense	403		1,045
Net income	$689		$2,017
Diluted net earnings per share data	$0.05		$0.15

	Twenty-Six Week Periods Ended
	July 4, 2015		June 28, 2014
Revenues	$93,252		$98,078
Cost of services	67,859		72,866
Gross profit	25,393		25,212
Selling, general and administrative	21,178		19,601
Depreciation and amortization	650		548
Operating income	3,565		5,063
Other income (expense), net	(253	)	(25	)
Income before income taxes	3,312		5,038
Income tax expense	1,235		1,818
Net income	$2,077		$3,220
Diluted net earnings per share data	$0.16		$0.25

RCM Technologies, Inc.

Summary Consolidated Selected Balance Sheet Data

(In Thousands)

	July 4, 2015	January 3, 2015
	(Unaudited)
Cash and cash equivalents	$2,646	$6,411
Accounts receivable, net	$60,854	$59,187
Total current assets	$70,969	$72,579
Total assets	$85,754	$87,273
Total current liabilities	$20,605	$23,633
Borrowing under line of credit	$20,000	$20,000
Net debt (borrowings less cash)	$17,354	$13,589
Total liabilities	$41,380	$44,408
Stockholders’ equity	$44,374	$42,865

RCM Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

 (Unaudited)

(In Thousands)

		Thirteen Week Periods Ended
		July 4, 2015		June 28, 2014
Net income		$689		$2,017
Adjustments to reconcile net income to cash   provided by operating activities		997		1,615
Changes in operating assets and liabilities
	Accounts receivable	1,546		211
	Prepaid expenses and other current assets	(107	)	(649	)
	Net of transit accounts receivable and payable	321		2,470
	Accounts payable and accrued expenses	(2,442	)	1,794
	Accrued payroll and related costs	1,704		(1,001	)
	Income taxes payable	(274	)	257
Total adjustments		1,745		4,697
Cash provided by operating activities		$2,434		$6,714
Net cash used in investing activities		(359	)	(923	)
Net cash provided by financing activities		-		184
Effect of exchange rate changes		43		41
Increase in cash and cash equivalents		$2,118		$6,016

		Twenty-Six Week Periods Ended
		July 4, 2015		June 28, 2014
Net income		$2,077		$3,220
Adjustments to reconcile net income to cash   provided by operating activities		2,132		2,237
Changes in operating assets and liabilities
	Accounts receivable	(3,445	)	(4,036	)
	Prepaid expenses and other current assets	(175	)	(1,876	)
	Net of transit accounts receivable and payable	(1,785	)	2,535
	Accounts payable and accrued expenses	(923	)	1,830
	Accrued payroll and related costs	73		49
	Income taxes payable	(429	)	(52	)
Total adjustments		(4,552	)	687
Cash provided by operating activities		($2,475	)	$3,907
Net cash used in investing activities		(976	)	(1,407	)
Net cash provided by financing activities		108		90
Effect of exchange rate changes		(422	)	(296	)
Increase in cash and cash equivalents		($3,765	)	$2,294

RCM Technologies, Inc.

Summary of Selected Income Statement Data

 (Unaudited)

(In Thousands)

	Thirteen Week Period Ended July 4, 2015
	Engineering		Information Technology		Specialty Health Care		Consolidated
Revenue	$19,827		$14,859		$10,600		$45,286
Cost of services	15,490		10,336		7,370		33,196
Gross Profit	$4,337		$4,523		$3,230		$12,090
Gross Margin	21.9	%	30.4	%	30.5	%	26.7	%

	Thirteen Week Period Ended June 28, 2014
	Engineering		Information Technology		Specialty Health Care		Consolidated
Revenue	$26,056		$14,651		$8,802		$49,509
Cost of services	19,967		10,312		6,275		36,554
Gross Profit	$6,089		$4,339		$2,527		$12,955
Gross Margin	23.4	%	29.6	%	28.7	%	26.2	%

	Twenty-Six Week Period Ended July 4, 2015
	Engineering		Information Technology		Specialty Health Care		Consolidated
Revenue	$42,618		$29,513		$21,121		$93,252
Cost of services	32,659		20,430		14,770		67,859
Gross Profit	$9,959		$9,083		$6,351		$25,393
Gross Margin	23.4	%	30.8	%	30.1	%	27.2	%

	Twenty-Six Week Period Ended June 28, 2014
	Engineering		Information Technology		Specialty Health Care		Consolidated
Revenue	$50,780		$29,670		$17,628		$98,078
Cost of services	39,455		20,792		12,619		72,866
Gross Profit	$11,325		$8,878		$5,009		$25,212
Gross Margin	22.3	%	29.9	%	28.4	%	25.7	%