-----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, VapPcUGIqvZD361XqvfpFXs2YaswGATnftsn05yuuGrQREFu/s9TWsv3pg/LCsf6 Ux/fqAZykhYInbp3ZvXqkw== 0001050502-05-000202.txt : 20050331 0001050502-05-000202.hdr.sgml : 20050331 20050331171931 ACCESSION NUMBER: 0001050502-05-000202 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050331 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: 05721852 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 englobal1231.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) December 31, 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 March 30, 2005, the Company issued a press release with respect to the Company's performance during the fiscal year ended December 31, 2004. 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 March 30, 2005, 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: March 31, 2005 /s/ Natalie S. Hairston - --------------------------- ----------------------- Natalie S. Hairston, Investor Relations Officer, Chief Governance Officer and Corporate Secretary EX-99.1 2 englobal123199-1.txt PRESS RELEASE - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE ENGlobal Corporation (SM) CONTACT: Natalie S. Hairston (281) 821-3200 ENGLOBAL CORPORATION ANNOUNCES YEAR-END RESULTS HOUSTON, March 30, 2005 - ENGlobal Corporation (AMEX: ENG), a leading provider of engineering services, today reported record revenue and net income for its sixth consecutive year. For the fiscal year ended December 31, 2004, net income increased to $2.4 million, or 10 cents per basic share, compared to net income of $2.2 million, or 9 cents per basic share, for the prior year. During 2004, the Company increased its total revenue 20.3% to $148.9 million in 2004 from $123.7 million in 2003. Revenue, gross profit and selling, general and administrative expenses ("SG&A") recognized from acquisitions during the first 12 months of their operation within ENGlobal is categorized as "Acquisition" activity. Revenue from acquired companies accounted for 7.0% of total revenue, increasing 447% to $10.4 million in revenue in 2004 from $1.9 million in revenue in 2003. The Company generated gross profits from acquisitions of $1.7 million in 2004, an increase of 689.2% from 2003. Total SG&A expenses increased 13.4% to $14.1 million in 2004 from $12.4 million in 2003. SG&A expenses not directly related to acquisitions remained approximately level from 2003 and 2004, and decreased as a percentage of total revenue. The change in working capital was also favorable, increasing to $14.5 million on December 31, 2004, as compared to $6.5 million on December 31, 2003. The Company also reported that overall gross profit increased to $18.6 million in 2004 from $17 million in 2003. Gross profit from engineering labor increased 8.1% to $14.8 million in 2004 from $13.7 million in 2003. As one measure of the Company's internal growth, labor-based revenue, without the addition of revenue from acquisitions, totaled $85.9 million, $77.5 million and $69.2 million in 2004, 2003 and 2002, respectively. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 will be filed with the Securities and Exchange Commission on or before March 31, 2005 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 ~ more ~ - -------------------------------------------------------------------------------- 600 Century Plaza Drive o Suite 140 o Houston, Texas 77073 www.ENGlobal.com ENGlobal Corporation Press Release March 30, 2005 Page 2 subsidiaries, now employs over 1,400 employees in 12 offices and occupies over 300,000 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. FINANCIAL HIGHLIGHTS -------------------- (in thousands, except per share data) Years Ended December 31 ----------------------- 2004 2003 -------- -------- Revenue $148,888 $123,719 Net Income 2,364 2,157 Working Capital $ 14,503 $ 6,505 Property and Equipment, net 5,262 4,302 Total Assets 57,261 42,530 Long-term Debt, net of current portion 15,585 7,506 Long-term Capital Leases, net of current portion 0 12 Stockholders' Equity $ 20,051 $ 18,175 -------- -------- Basic and diluted earnings per share: ------------------------------------- Net income per share (basic and diluted) .10 .09 -------- -------- Weighted average number of shares outstanding (basic) 23,455 23,301 ======== ======== Weighted average number of shares outstanding (diluted) 23,786 23,734 ======== ======== 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, 2004, 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. 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, 2004. ### -----END PRIVACY-ENHANCED MESSAGE-----