UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) February 10, 2014
ENGlobal Corporation
(Exact name of registrant as specified in its charter)
| Nevada | 001-14217 | 88-0322261 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 654 N. Sam Houston Parkway E., Suite 400, Houston, Texas | 77060-5914 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 281-878-1000
________________________________________________________________________________
(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:
| [ ] | 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 8.01. Other Events.
On February 10, 2014, the Registrant issued a press release to announce a corporate update after considering its 2012-2013 business divestitures. 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.
Exhibit 99.1. Press release dated February 10, 2014
SIGNATURE
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
(Registrant) |
||
| February 10, 2014
(Date) |
/s/ NATALIE S. HAIRSTON
Natalie S. Hairston Chief Governance Officer, Corporate Vice President - Investor Relations, and Corporate Secretary |
| Exhibit Index | ||
| 99.1 | Press release dated February 10, 2014 | |
EXHIBIT 99.1
HOUSTON, Feb. 10, 2014 (GLOBE NEWSWIRE) -- ENGlobal Corporation (Nasdaq:ENG), a leading provider of energy-related engineering and automation services, today provided a corporate update after considering its 2012-2013 business divestitures, the most recent of which was closed in the third quarter of 2013.
While the Company has yet to complete its final year-end accounting and audit processes, ENGlobal provided the following analysis of its post-divestiture performance and estimated fourth quarter 2013 financial data from continuing operations:
1. Revenue of approximately $25.0 million.
2. Consolidated gross profit margin of approximately 19% of revenue.
3. Selling, general and administrative (SG&A) expenses of approximately 17% of revenue, including non-recurring transition expenses.
4. At December 28, 2013, cash on hand of approximately $5.5 million, without borrowing from the Company's working capital facility.
"Our current business is best represented by an increase in gross profit margins and an improved financial condition as a smaller, more focused Company," said William A. Coskey, P.E., ENGlobal's President and Chief Executive Officer. "The position that we find ourselves in today is a direct result of steps initiated in late 2012, which includes a largely rebuilt and highly motivated management team, an emphasis on customer satisfaction, project execution and cost containment; and innovative strategies for future business development. While we are not satisfied with our overall results, we are pleased with the progress we have made to date and look forward to additional improvements in the coming year."
As previously reported, the Company discontinued its electrical services division and divested its land/right of way and midstream inspection divisions during 2012, as well as divested its Gulf Coast engineering and in-plant operations in the third quarter of 2013. ENGlobal experienced operating losses through the first half of 2013 and, therefore, expects to report an operating loss for the full year 2013, despite post-divestitures operating improvements.
ENGlobal plans to issue its results for the year ended December 31, 2013 and file its Annual Report on Form 10-K on or about March 13, 2014.
About ENGlobal
ENGlobal (Nasdaq:ENG) is a provider of engineering and related project services primarily to the energy sector throughout the United States and internationally. ENGlobal operates through two business segments: Automation and Engineering. ENGlobal's Automation segment provides services related to the design, fabrication and implementation of advanced automation, control, instrumentation and process analytical systems. The Engineering segment provides consulting services for the development, management and execution of projects requiring professional engineering, construction management, and related support services. Within the Engineering segment, ENGlobal's Government Services group provides engineering, design, installation and operation and maintenance of various government, public sector and international facilities, and specializes in the turnkey installation and maintenance of automation and instrumentation systems for the U.S. Defense industry worldwide. Further information about the Company and its businesses is available at www.ENGlobal.com.
Safe Harbor for Forward-Looking Statements
The statements above regarding the Company's expectations regarding its operations and certain other 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: (1) our ability to execute to our internal performance plans such as our post-divestiture outlook, productivity improvement and cost containment initiatives; (2) our ability to comply with the terms under the new credit facility; (3) our ability to achieve profitability and positive cash flow from operations; (4) our ability to collect accounts receivable and process accounts payable in a timely manner; (5) our ability to respond appropriately to the current worldwide economic situation and the resulting decrease in demand for our services; (6) our ability to achieve our business strategy while effectively managing costs and expenses; (7) the effect of changes in the price of oil; (8) delays related to contract awards; (9) the effect of changes in laws and regulations with which the Company must comply and the associated costs of compliance with such laws and regulations; (10) the effect of changes in accounting policies and practices as may be adopted by regulatory agencies; (11) the effect on our competitive position within our market area in view of, among other things, competitive pricing pressure; and (12) the uncertainties of the outcome of litigation. 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. In addition, reference is hereby made to cautionary statements set forth in the Company's most recent reports on Form 10-K and 10-Q, and other SEC filings.
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CONTACT: Natalie S. Hairston
(281) 878-1000
ir@ENGlobal.com