-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WAP7eCoHsdQVqJsETpH4vvV/uXrLrj6ujJylfIV+xrFQiafd1G/DNJv2JQ+wzccL 11ydYCBRxTtEiBTmIkfTxw== 0001050502-04-000510.txt : 20041112 0001050502-04-000510.hdr.sgml : 20041111 20041110173214 ACCESSION NUMBER: 0001050502-04-000510 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041109 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENGLOBAL CORP CENTRAL INDEX KEY: 0000933738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 880322261 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14217 FILM NUMBER: 041134221 BUSINESS ADDRESS: STREET 1: 600 CENTURY PLZ STREET 2: BLDG 140 CITY: HOUSTON STATE: TX ZIP: 77073-6033 BUSINESS PHONE: 2818213200 MAIL ADDRESS: STREET 1: 600 CENTURY PLAZA DR STREET 2: BLDG 140 CITY: HOUSTON STATE: TX ZIP: 77073-6033 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL DATA SYSTEMS CORP DATE OF NAME CHANGE: 19970123 8-K 1 englobal11-9.txt 8-K 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 9, 2004 ENGLOBAL CORPORATION -------------------- (Exact name of registrant as specified in its chapter) Nevada 001-14217 88-0322261 ------ --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 600 Century Plaza Drive, Suite 140, Houston, Texas 77073-6033 - -------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 281-821-3200 ---------------------------------------------------------- (Former name or former address, if changed since last report) 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 Operation and Financial Condition On November 9, 2004, the Company issued a press release with respect to the Company's performance during the quarter ended September 30, 2004, and the corresponding period in 2003. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Number Exhibit - ------ ------- 99.1 Press Release, dated November 9, 2004, of ENGlobal Corporation 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. ENGlobal Corporation Date: November 10, 2004 /s/ Natalie S. Hairston - ----------------------- ----------------------- Natalie S. Hairston, Investor Relations Officer, Chief Governance Officer and Corporate Secretary EX-99.1 2 englobal99-1.txt PRESS RELEASE - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE ENGlobal Corporation CONTACT: Natalie S. Hairston (281) 821-3200 ENGLOBAL CORPORATION ANNOUNCES IMPROVED THIRD QUARTER RESULTS AND RECORD BACKLOG HOUSTON, TX, NOVEMBER 9, 2004 - ENGlobal Corporation (AMEX: ENG), a leading provider of engineering services, today reported net income of $0.03 per share on revenues of $37.2 million for the quarter ended September 30, 2004. These results reflect increases when compared to the prior year quarter ended September 30, 2003, which produced net income of $0.02 per share on revenues of $35.4 million. Results for the nine months ended September 30, 2004 also compare favorably to the same nine months of 2003, with net income increasing from $0.06 to $0.07 per share, and revenue increasing from approximately $88 million to $103 million for the two comparison periods. Michael L. Burrow, P.E., ENGlobal's Chairman and Chief Executive Officer, stated, "In previous reports, I have made general observations that our industry appears to be strengthening and we have recently received what we believe may be confirmation of this trend. The new work awarded to ENGlobal climbed steadily during recent months, from $5.3 million in June, to $6.8 million in July, $10.3 million in August and a record $18 million for September." Mr. Burrow continued, "This improved business environment has resulted in a record backlog for ENGlobal of approximately $82 million, with billable hours also showing increases since July. Another encouraging sign for our business is the significantly improved financial results for our Systems segment this quarter." While contracts may be modified, expanded or canceled, historically ENGlobal has successfully completed its work under a high percentage of its outstanding contracts. The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 will be filed with the Securities and Exchange Commission on or about November 11, 2004 reflecting these results. About ENGlobal Corporation - -------------------------- ENGlobal Corporation provides engineering services and systems principally to the petroleum refining, petrochemical, pipeline, production, and process industries throughout the United States and internationally. ENGlobal's multi-disciplinary engineering services group develops projects from the initial planning stage through detailed design, procurement, and construction management. The systems group develops, manufactures, installs, and services control and instrumentation systems utilized in various energy and process-related industries, and provides services and products that support the advanced automation and environmental technology fields. The Company, with its subsidiaries, now employs over 1,300 employees and occupies over 275,000 square feet of office and manufacturing space. In 2004, the Company was named the fastest growing engineering firm in the United States by ZweigWhite. Further information about the Company and its subsidiaries is available at www.ENGlobal.com. ~ more ~ - -------------------------------------------------------------------------------- 600 Century Plaza Drive o Suite 140 o Houston, Texas 77073 www.ENGlobal.com ENGlobal Corporation Press Release November 9, 2004 Page 2 Safe Harbor for Forward-Looking Statements - ------------------------------------------ Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties including, but not limited to, the Company's ability to achieve its business strategy while effectively managing costs and expenses. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in ENGlobal's filings with the Securities and Exchange Commission. Reference is hereby made to cautionary statements set forth in the Company's Form 10-K for the year ended December 31, 2003, Form 10-Q's for the quarters ended September 30, 2004, June 30, 2004 and March 31, 2004, current Forms 8-K, and other SEC filings. Among other matters, there can be no assurance that operating results will continue to be as good or better than the operating results from the current quarter, that financial performance of the systems segment will continue to be profitable, that contracts will not be canceled at a higher rate than ENGlobal has previously experienced, or that the Company's operations as a whole will continue to be profitable. In addition, the information contained in this press release is also subject to the risk factors identified in the Company's Annual Report on Form 10-K for the year ended December 31, 2003.
FINANCIAL HIGHLIGHTS (in thousands, except per share data) Quarter Ended Nine Months Ended September 30, September 30, ---------------------------- ----------------------------- 2004 2003* 2004 2003* ------------ ------------ ------------ ------------ Revenue $ 37,272 $ 35,435 $ 102,547 $ 87,713 Costs and expense: Direct cost 32,452 31,094 89,291 75,221 Selling, general and administrative 3,257 2,933 9,536 8,554 Depreciation and amortization 321 217 858 595 Operating Income $ 1,242 $ 1,191 $ 2,862 $ 3,343 Other income (expense) 24 (316) 52 (360) Interest income (expense), net (122) (204) (418) (611) ============ ============ ============ ============ Income before tax 1,144 671 2,496 2,372 Provision for income tax 389 277 849 901 Loss from discontinued operations, net of tax -- (12) -- (47) ------------ ------------ ------------ ------------ Net income/(loss) $ 755 $ 382 $ 1,647 $ 1,424 Preferred stock dividends -- 27 -- 131 ------------ ------------ ------------ ------------ Earnings available to common stockholders $ 755 $ 355 $ 1,647 $ 1,293 ============================================================== Basic and diluted earnings per share: Net income/(loss) per share (basic) .03 .02 .07 .06 Net income/(loss) per share (diluted) .03 .01 .07 .05 Weighted average number of shares outstanding (basic) 24,060,689 23,447,429 24,043,734 23,056,609 Weighted average number of shares outstanding (diluted) 24,216,826 24,061,823 24,199,871 23,637,894 Quarter Ended Nine Months Ended September 30, September 30, ---------------------------- ----------------------------- 2004 2003* 2004 2003* ------------ ------------ ------------ ------------ Other Operational Information - ----------------------------- Revenues by business segment: Engineering $ 32,796 $ 32,376 $ 92,730 $ 75,948 Systems 4,476 3,059 9,817 11,765 ------------ ------------ ------------ ------------ Total 37,272 35,435 102,547 87,713 ============ ============ ============ ============ Selected Balance Sheet Data As of - --------------------------- --------------------------------------- September 30, 2004 December 31, 2003 ------------------ ----------------- Balance sheet data: Property and equipment, net $ 4,755 $ 4,302 Total assets 43,768 42,530 Long-term debt, net of current portion 7,939 7,506 Capital leases, net of current portion 2 12 Stockholders' equity 19,288 18,175 * Income statement data for the quarter and nine months ended September 30, 2003 does not take into account the conversion of the Company's Series A Preferred Stock that occurred in August 2003. ###
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