x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada |
(State or other jurisdiction of incorporation or organization) |
88-0322261 |
(I.R.S Employer Identification No.) |
654 North Sam Houston Parkway East, Suite 400
|
77060-5914
|
||
(Address of principal executive offices)
|
(Zip code)
|
||
Yes
|
x
|
No
|
o
|
Yes
|
x
|
No
|
o
|
Large Accelerated Filer
|
o
|
Accelerated Filer
|
o
|
||||||
Non-Accelerated Filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller Reporting Company
|
x
|
Yes
|
o
|
No
|
x
|
$0.001 Par Value Common Stock
|
27,748,515 shares
|
Page
Number
|
||
Part I.
|
Financial Information
|
|
Item 1.
|
||
4
|
||
5
|
||
6
|
||
7
|
||
Item 2.
|
13
|
|
Item 3.
|
19
|
|
Item 4.
|
19
|
|
Part II.
|
Other Information
|
|
Item 1.
|
20
|
|
Item 1A.
|
20
|
|
Item 2.
|
21
|
|
Item 3.
|
21
|
|
Item 4.
|
21
|
|
Item 5.
|
22
|
|
23
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
For the Three Months Ended
|
For the Six Months Ended
|
|||||||||||||||
June 28, 2014
|
June 29, 2013
|
June 28, 2014
|
June 29, 2013
|
|||||||||||||
Operating revenues
|
$
|
27,170
|
$
|
50,648
|
$
|
54,068
|
$
|
100,411
|
||||||||
Operating costs
|
21,380
|
45,136
|
42,194
|
89,100
|
||||||||||||
Gross profit
|
5,790
|
5,512
|
11,874
|
11,311
|
||||||||||||
Selling, general and administrative expenses
|
4,246
|
6,367
|
8,365
|
12,579
|
||||||||||||
Operating income (loss)
|
1,544
|
(855
|
)
|
3,509
|
(1,268
|
)
|
||||||||||
Other income (expense):
|
||||||||||||||||
Other income (expense), net
|
164
|
(211
|
)
|
123
|
(89
|
)
|
||||||||||
Interest expense, net
|
(11
|
) |
(422
|
)
|
(43
|
)
|
(1,036
|
)
|
||||||||
Income (loss) from continuing operations before income taxes
|
1,697
|
(1,488
|
)
|
3,589
|
(2,393
|
)
|
||||||||||
Provision for federal and state income taxes
|
106
|
99
|
181
|
192
|
||||||||||||
Income (loss) from continuing operations
|
1,591
|
(1,587
|
)
|
3,408
|
(2,585
|
)
|
||||||||||
Income from discontinued operations, net of taxes
|
—
|
—
|
—
|
2,935
|
||||||||||||
Net income (loss)
|
$
|
1,591
|
$
|
(1,587
|
)
|
$
|
3,408
|
$
|
350
|
|||||||
Income (loss) per common share - basic:
|
||||||||||||||||
Income (loss) from continuing operations
|
$
|
.06
|
$
|
(0.06
|
)
|
$
|
.12
|
$
|
(0.10
|
)
|
||||||
Income from discontinued operations
|
—
|
—
|
—
|
0.11
|
||||||||||||
Net income (loss)
|
$
|
.06
|
$
|
(0.06
|
)
|
$
|
.12
|
$
|
0.01
|
|||||||
Income (loss) per common share - diluted:
|
||||||||||||||||
Income (loss) from continuing operations
|
$
|
.06
|
$
|
(0.06
|
)
|
$
|
.12
|
$
|
(0.10
|
)
|
||||||
Income from discontinued operations
|
—
|
—
|
—
|
0.11
|
||||||||||||
Net income (loss)
|
$
|
.06
|
$
|
(0.06
|
)
|
$
|
.12
|
$
|
0.01
|
|||||||
Weighted average shares used in computing earnings per share:
|
||||||||||||||||
Basic
|
27,688
|
27,041
|
27,688
|
27,041
|
||||||||||||
Diluted
|
27,716
|
27,041
|
27,708
|
27,200
|
ASSETS
|
June 28,
2014
|
December 28,
2013
|
||||||
Current Assets:
|
||||||||
Cash
|
$
|
4,060
|
$
|
3,955
|
||||
Trade receivables, net of allowances of $1,068 and $1,738
|
31,056
|
26,846
|
||||||
Prepaid expenses and other current assets
|
549
|
1,049
|
||||||
Notes receivable
|
2,255
|
1,241
|
||||||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
3,571
|
1,206
|
||||||
Total Current Assets
|
41,491
|
34,297
|
||||||
Property and equipment, net
|
2,472
|
2,655
|
||||||
Goodwill
|
2,806
|
2,806
|
||||||
Other intangible assets, net
|
690
|
970
|
||||||
Long-term trade and notes receivable, net of current portion and allowances
|
3,230
|
4,682
|
||||||
Other assets
|
331
|
391
|
||||||
Total Assets
|
$
|
51,020
|
$
|
45,801
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
8,833
|
$
|
9,070
|
||||
Accrued compensation and benefits
|
3,406
|
2,876
|
||||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
9,122
|
7,054
|
||||||
Other current liabilities
|
3,087
|
3,978
|
||||||
Total Current Liabilities
|
2 4,448
|
2 2,978
|
||||||
Long Term Leases
|
431
|
340
|
||||||
Total Liabilities
|
24,879
|
23,318
|
||||||
Commitments and Contingencies (Note 9)
|
||||||||
Stockholders' Equity:
|
||||||||
Common stock - $0.001 par value; 75,000,000 shares authorized; 28,669,398 and
27,114,339 shares outstanding and 29,650,497 and 28,095,438 shares issued at June 28,
2014 and December 28, 2013, respectively
|
28
|
28
|
||||||
Additional paid-in capital
|
3 8,906
|
38,655
|
||||||
Accumulated deficit
|
( 10,361
|
)
|
(13,768
|
)
|
||||
Treasury stock at cost - 981,099 shares at June 28, 2014 and December 28, 2013
|
(2,362
|
)
|
(2,362
|
)
|
||||
Accumulated other comprehensive loss
|
(70
|
)
|
(70
|
)
|
||||
Total Stockholders' Equity
|
26,141
|
22,483
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
51,020
|
$
|
45,801
|
For the Six Months Ended
|
||||||||
June 28,
2014
|
June 29,
2013
|
|||||||
Cash Flows from Operating Activities:
|
|
|||||||
Net income
|
$
|
3,408
|
$
|
350
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
1,186
|
986
|
||||||
Share-based compensation expense
|
174
|
88
|
||||||
Interest income on note receivable, net of reserve
|
(96
|
)
|
||||||
Gain on disposal of assets
|
—
|
(2,694
|
)
|
|||||
Changes in current assets and liabilities:
|
||||||||
Trade accounts receivable
|
(4,211
|
)
|
10,556
|
|||||
Notes receivable
|
—
|
(186
|
)
|
|||||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
(2,365
|
)
|
1,964
|
|||||
Prepaid expenses and other assets
|
553
|
1,603
|
||||||
Accounts payable
|
298
|
(5,263
|
)
|
|||||
Accrued compensation and benefits
|
532
|
(132
|
)
|
|||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
2,068
|
(1,509
|
)
|
|||||
Other liabilities
|
(783
|
)
|
(607
|
)
|
||||
Net cash provided by operating activities
|
764
|
5,156
|
||||||
Cash Flows from Investing Activities:
|
||||||||
Property and equipment acquired
|
(714
|
)
|
(74
|
)
|
||||
Restricted Cash
|
—
|
6,105
|
||||||
Proceeds from sale of division
|
—
|
1,000
|
||||||
Net cash provided by (used in) investing activities
|
(714
|
)
|
7,031
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Borrowings on line of credit
|
—
|
94,599
|
||||||
Payments on line of credit
|
—
|
(106,740
|
)
|
|||||
Issuance of common stock from private placement
|
72
|
—
|
||||||
Borrowings on capital leases
|
694
|
—
|
||||||
Payments on capitalized leases
|
(711
|
)
|
—
|
|||||
Net cash provided by (used in) financing activities
|
55
|
(12,141
|
)
|
|||||
Net change in cash
|
105
|
46
|
||||||
Cash, at beginning of period
|
3,955
|
738
|
||||||
Cash, at end of period
|
$
|
4,060
|
$
|
784
|
Revenues
|
$
|
—
|
||
Costs
|
—
|
|||
Operating income
|
—
|
|||
SG&A
|
3
|
|||
Other income
|
2,938
|
|||
Total income before taxes
|
2,935
|
|||
Tax expense (benefit)
|
—
|
|||
Net income
|
$
|
2,935
|
2014 Continuing Operations:
|
For the Six Months Ended
June 28, 2014
|
Disposed Operations
|
Pro Forma For the
Six Months Ended
June 28, 2014
|
|||||||||
Operating revenues
|
$
|
54,068
|
$
|
—
|
$
|
54,068
|
||||||
Operating costs
|
42,194
|
—
|
42,194
|
|||||||||
Gross profit
|
11,874
|
—
|
11,874
|
|||||||||
Selling, general and administrative expenses
|
8,365
|
—
|
8,365
|
|||||||||
Operating income (loss)
|
$
|
3,509
|
$
|
—
|
$
|
3,509
|
2013 Continuing Operations:
|
For the Six Months Ended
June 29, 2013
|
Disposed Operations
|
Pro Forma For the
Six Months Ended
June 29, 2013
|
|||||||||
Operating revenues
|
$
|
100,411
|
$
|
59,560
|
$
|
40,851
|
||||||
Operating costs
|
89,100
|
54,214
|
34,886
|
|||||||||
Gross profit
|
11,311
|
5,346
|
5,965
|
|||||||||
Selling, general and administrative expenses
|
12,579
|
2,104
|
10,475
|
|||||||||
Operating income (loss)
|
$
|
(1,268
|
)
|
$
|
3,242
|
$
|
(4,510
|
)
|
June 28,
2014
|
December 28,
2013
|
|||||||
Aspen
|
$
|
514
|
$
|
514
|
||||
SLE
|
894
|
894
|
||||||
Steele
|
3,288
|
3,243
|
||||||
Furmanite
|
4,633
|
5,029
|
||||||
Reserve
|
(3,844
|
)
|
(3,757
|
)
|
||||
Total notes receivable
|
5,485
|
5,923
|
||||||
Less current portion (net of reserve)
|
(2,255
|
)
|
(1,241
|
)
|
||||
Notes receivable non-current
|
$
|
3,230
|
$
|
4,682
|
June 28,
2014
|
December 28,
2013
|
|||||||
(dollars in thousands)
|
||||||||
Costs incurred on uncompleted contracts
|
$
|
49,584
|
$
|
43,342
|
||||
Estimated earnings (losses) on uncompleted contracts
|
15,902
|
12,022
|
||||||
Earned revenues
|
65,486
|
55,364
|
||||||
Less: billings to date
|
71,037
|
61,212
|
||||||
Net costs and estimated earnings in excess of billings on uncompleted contracts
|
$
|
(5,551
|
)
|
$
|
(5,848
|
)
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
$
|
3,571
|
$
|
1,206
|
||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
(9,122
|
)
|
(7,054
|
)
|
||||
Net costs and estimated earnings in excess of billings on uncompleted contracts
|
$
|
(5,551
|
)
|
$
|
(5,848
|
)
|
For the six months ended June 28, 2014:
|
EPCM
Operations
Sold
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|||||||||||||||
Revenue
|
$ |
—
|
$
|
25,392
|
$
|
28,676
|
$
|
—
|
$
|
54,068
|
||||||||||
Gross profit
|
—
|
4,678
|
7,196
|
—
|
11,874
|
|||||||||||||||
SG&A
|
—
|
2,014
|
1,415
|
4,936
|
8,365
|
|||||||||||||||
Operating income (loss)
|
—
|
2,664
|
5,781
|
(4,936
|
)
|
3,509
|
||||||||||||||
Other income
|
|
123
|
||||||||||||||||||
Interest expense, net
|
|
(43
|
)
|
|||||||||||||||||
Tax expense
|
|
(181
|
)
|
|||||||||||||||||
Net income
|
|
$
|
3,408
|
For the six months ended June 29, 2013:
|
EPCM
Operations
Sold
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|||||||||||||||
Revenue
|
$
|
59,560
|
$
|
20,838
|
$
|
20,013
|
$
|
—
|
$
|
100,411
|
||||||||||
Gross profit
|
5,346
|
2,414
|
3,551
|
—
|
11,311
|
|||||||||||||||
SG&A
|
2,104
|
1,885
|
1,780
|
6,810
|
12,579
|
|||||||||||||||
Operating income (loss)
|
3,242
|
529
|
1,771
|
(6,810
|
)
|
(1,268
|
)
|
|||||||||||||
Other expense
|
(89
|
)
|
||||||||||||||||||
Interest expense, net
|
(1,036
|
)
|
||||||||||||||||||
Tax benefit
|
(192
|
)
|
||||||||||||||||||
Discontinued operations - net of taxes
|
2,935
|
|||||||||||||||||||
Net income
|
$
|
350
|
Total Assets by Segment
|
As of June 28,
2014
|
As of December 28,
2013
|
||||||
(dollars in thousands)
|
||||||||
EPCM
|
$
|
12,441
|
$
|
12,311
|
||||
Automation
|
28,537
|
23,029
|
||||||
Corporate
|
10,042
|
10,461
|
||||||
Consolidated
|
$
|
51,020
|
$
|
45,801
|
Six Months Ended
|
||||||||
June 28,
2014
|
June 29,
2013
|
|||||||
(dollars in thousands)
|
||||||||
Current
|
$
|
181
|
$
|
192
|
||||
Deferred
|
—
|
—
|
||||||
Total tax expense
|
$
|
181
|
$
|
192
|
||||
Discontinued operations
|
—
|
—
|
||||||
Total tax expense
|
$
|
181
|
$
|
192
|
||||
Effective tax rate
|
4.4%
|
36.3
|
%
|
Transactions
|
As of June 28,
2014
|
As of June 29,
2013
|
||||||
(dollars in thousands)
|
||||||||
Acceptance of notes for asset sales
|
$
|
—
|
$
|
1,896
|
||||
Cash paid (received):
|
||||||||
Income Taxes (net of refunds)
|
$
|
412
|
||||||
Interest
|
$
|
135
|
$
|
718
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Operations Data
|
EPCM
Operations Sold
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
||||||||||||||||||
June 28, 2014:
|
|||||||||||||||||||||||
Revenue
|
$
|
—
|
$
|
12,929
|
$
|
14,541
|
$
|
—
|
$
|
27,170
|
100.0
|
%
|
|||||||||||
Gross profit
|
—
|
2,334
|
3,456
|
—
|
5,790
|
21.3
|
%
|
||||||||||||||||
SG&A
|
—
|
963
|
717
|
2,566
|
4,246
|
15.6
|
%
|
||||||||||||||||
Operating income (loss)
|
—
|
1,371
|
2,739
|
(2,566
|
)
|
1,544
|
5.7
|
%
|
|||||||||||||||
Other expense
|
164
|
0.6
|
%
|
||||||||||||||||||||
Interest expense, net
|
(11
|
)
|
(0.0
|
)%
|
|||||||||||||||||||
Tax expense
|
(106
|
)
|
(0.4
|
)%
|
|||||||||||||||||||
Income from continuing operations
|
$
|
1,591
|
5.9
|
%
|
|||||||||||||||||||
Diluted income from continuing operations per share
|
$
|
0.06
|
|||||||||||||||||||||
June 29, 2013:
|
|||||||||||||||||||||||
Revenue
|
$
|
29,992
|
$
|
10,294
|
$
|
10,362
|
$
|
—
|
$
|
50,648
|
100.0
|
%
|
|||||||||||
Gross profit
|
2,753
|
1,183
|
1,576
|
—
|
5,512
|
10.9
|
%
|
||||||||||||||||
SG&A
|
1,017
|
1,162
|
759
|
3,429
|
6,367
|
12.6
|
%
|
||||||||||||||||
Operating income (loss)
|
1,736
|
21
|
817
|
(3,429
|
)
|
(855
|
)
|
(1.7
|
)%
|
||||||||||||||
Other income
|
(211
|
)
|
(0.4
|
)%
|
|||||||||||||||||||
Interest expense, net
|
(422
|
)
|
(0.8
|
)%
|
|||||||||||||||||||
Tax expense
|
(99
|
)
|
(0.2
|
)%
|
|||||||||||||||||||
Net loss from continuing operations
|
$
|
(1,587
|
)
|
(3.1
|
)%
|
||||||||||||||||||
Diluted loss from continuing operations per share
|
$
|
(0.06
|
)
|
||||||||||||||||||||
Increase (Decrease) in Operating Results:
|
|||||||||||||||||||||||
Revenue
|
$
|
(29,992
|
)
|
$
|
2,335
|
$
|
4,179
|
$
|
—
|
$
|
(23,478
|
)
|
(46.4
|
)%
|
|||||||||
Gross profit (loss)
|
(2,753
|
)
|
1,151
|
1,880
|
—
|
278
|
0.5
|
%
|
|||||||||||||||
SG&A
|
(1,017
|
)
|
(199
|
)
|
(42
|
)
|
(863
|
)
|
(2,121
|
)
|
(4.2
|
)%
|
|||||||||||
Operating income (loss)
|
(1,736
|
)
|
1,350
|
1,922
|
863
|
2,399
|
4.7
|
%
|
|||||||||||||||
Other income (expense)
|
375
|
0.7
|
%
|
||||||||||||||||||||
Interest expense, net
|
411
|
0.8
|
%
|
||||||||||||||||||||
Tax benefit (expense)
|
(7
|
)
|
(0.0
|
)%
|
|||||||||||||||||||
Income from continuing operations
|
$
|
3,178
|
6.3
|
%
|
|||||||||||||||||||
Diluted income from continuing operations per share
|
$
|
.12
|
Operations Data
|
EPCM
Operations Sold
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
||||||||||||||||||
June 28, 2014:
|
|||||||||||||||||||||||
Revenue
|
$
|
—
|
$
|
25,392
|
$
|
28,676
|
$
|
—
|
$
|
54,068
|
100.0
|
%
|
|||||||||||
Gross profit
|
—
|
4,678
|
7,196
|
—
|
11,874
|
22.0
|
%
|
||||||||||||||||
SG&A
|
—
|
2,014
|
1,415
|
4,936
|
8,365
|
15.5
|
%
|
||||||||||||||||
Operating income (loss)
|
—
|
2,664
|
5,781
|
(4,936
|
)
|
3,509
|
6.5
|
%
|
|||||||||||||||
Other expense
|
123
|
0.2
|
%
|
||||||||||||||||||||
Interest expense, net
|
(43
|
)
|
(0.1
|
)%
|
|||||||||||||||||||
Tax expense
|
(181
|
)
|
(0.3
|
)%
|
|||||||||||||||||||
Income from continuing operations
|
$
|
3,408
|
6.3
|
%
|
|||||||||||||||||||
Diluted income from continuing operations per share
|
$
|
0.12
|
|||||||||||||||||||||
June 29, 2013:
|
|||||||||||||||||||||||
Revenue
|
$
|
59,560
|
$
|
20,838
|
$
|
20,013
|
$
|
—
|
$
|
100,411
|
100.0
|
%
|
|||||||||||
Gross profit
|
5,346
|
2,414
|
3,551
|
—
|
11,311
|
11.3
|
%
|
||||||||||||||||
SG&A
|
2,104
|
1,885
|
1,780
|
6,810
|
12,579
|
12.5
|
%
|
||||||||||||||||
Operating income (loss)
|
3,242
|
529
|
1,771
|
(6,810
|
)
|
(1,268
|
)
|
(1.3
|
)%
|
||||||||||||||
Other income
|
(89
|
)
|
(0.1
|
)%
|
|||||||||||||||||||
Interest expense, net
|
(1,036
|
)
|
(1.0
|
)%
|
|||||||||||||||||||
Tax expense
|
(192
|
)
|
(0.2
|
)%
|
|||||||||||||||||||
Net loss from continuing operations
|
$
|
(2,585
|
)
|
(2.6
|
)%
|
||||||||||||||||||
Diluted loss from continuing operations per share
|
$
|
(0.04
|
)
|
||||||||||||||||||||
Increase (Decrease) in Operating Results:
|
|||||||||||||||||||||||
Revenue
|
$
|
(59,560
|
)
|
$
|
4,554
|
$
|
8,663
|
$
|
—
|
$
|
(46,343
|
)
|
(46.2
|
)%
|
|||||||||
Gross profit (loss)
|
(5,346
|
)
|
2,264
|
3,645
|
—
|
563
|
0.6
|
%
|
|||||||||||||||
SG&A
|
(2,104
|
)
|
126
|
(365
|
)
|
(1,874
|
)
|
(4,214
|
)
|
(4.2
|
)%
|
||||||||||||
Operating income (loss)
|
(3,242
|
)
|
2,135
|
4,010
|
1,874
|
4,777
|
4.8
|
%
|
|||||||||||||||
Other income (expense)
|
212
|
0.2
|
%
|
||||||||||||||||||||
Interest expense, net
|
993
|
1.0
|
%
|
||||||||||||||||||||
Tax benefit (expense)
|
11
|
(0.0
|
)%
|
||||||||||||||||||||
Income from continuing operations
|
$
|
5,993
|
6.0
|
%
|
|||||||||||||||||||
Diluted income from continuing operations per share
|
$
|
.16
|
•
|
Maintain a Fixed Charge Coverage Ratio of (a) not less than 0.80 to 1.00, measured (i) as of October 31, 2013, for the month then most recently ended; (ii) as of November 30, 2013, for the two months then most recently ended; (iii) as of December 31, 2013, for the three months then most recently ended; (iv) as of January 31, 2014, for the four months then most recently ended; (b) not less than 0.95 to 1.00, measured (i) as of February 28, 2014, for the five months then most recently ended (ii) as of March 31, 2014, for the nine months then most recently ended; (iii) as of April 30, 2014, for the seven months then most recently ended; (iv) as of May 31, 2014, for the eight months then most recently ended; (c) not less than 1.00 to 1.00, measured (i) as of June 30, 2014, for the nine months then most recently ended (ii) as of July 31, 2014, for the ten months then most recently ended; (iii) as of August 31, 2014, for the eleven months then most recently ended; and (iv) as of September 30, 2014, for the twelve months then most recently ended.
|
•
|
Maintain at all times Excess Availability of not less than the greater of $1.0 million or 10% of the maximum revolving advance measured monthly as of the last day of the month.
|
•
|
Cause the aggregate amount of cash receipts attributable to the Caspian Contracts to exceed the aggregate amount of all costs and expenses incurred in connection the Borrowers’ performance of its Caspian Project obligations by a minimum of $0.5 million measured twice per month.
|
•
|
The Company will not contract for, purchase or make any expenditure or commitment for capital expenditures in an aggregate amount in excess of $3.5 million.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
· difficulties in managing the staffing of our international operations, including hiring and retaining qualified employees and transportation of employees to and from the region;
|
||
· difficulties and increased expense introducing corporate policies and controls in our international operations;
|
||
· increased expense to comply with foreign laws and legal standards, including laws that regulate pricing and promotion activities and the import and export of information technology, which can be difficult to monitor and are often subject to change;
|
||
· increased expense to comply with U.S. laws that apply to foreign operations, including the Foreign Corrupt Practices Act and Office of Foreign Assets Control regulations;
|
||
· longer accounts receivable payment cycles and difficulties in collecting accounts receivable; and
|
||
· political, social and economic instability.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
OTHER INFORMATION
|
ITEM 5.
|
EXHIBITS
|
Incorporated by Reference to:
|
|||||||
Exhibit No.
|
Description
|
Form or Schedule
|
Exhibit No.
|
Filing Date with SEC
|
SEC File Number
|
||
3.1
|
Restated Articles of Incorporation of Registrant dated August 8, 2002
|
10-Q
|
3.1
|
11/14/2002
|
001-14217
|
||
3.2
|
Amendment to the Restated Articles of Incorporation of the Registrant, filed with the Nevada Secretary of State on June 2, 2006
|
8-A12B
|
3.1
|
12/17/2007
|
001-14217
|
||
3.3
|
Amended and Restated Bylaws of Registrant dated November 6, 2007
|
10-K
|
3.3
|
3/28/2008
|
001-14217
|
||
3.4
|
Amendments to Amended and Restated Bylaws of Registrant dated April 29, 2008.
|
10-Q
|
3.2
|
5/7/2008
|
001-14217
|
||
*31.1
|
|||||||
*31.2
|
|||||||
*32.0
|
|||||||
*101.ins
|
XBRL instance document
|
||||||
*101.sch
|
XBRL taxonomy extension schema document
|
||||||
*101.cal
|
XBRL taxonomy extension calculation linkbase document
|
||||||
*101.def
|
XBRL taxonomy extension definition linkbase document
|
||||||
*101.lab
|
XBRL taxonomy extension label linkbase document
|
||||||
*101.pre
|
XBRL taxonomy extension presentation linkbase document
|
Dated:
|
August 19 , 2014
|
|||
ENGlobal Corporation
|
||||
By:
|
/s/ Mark A. Hess
|
|||
Mark A. Hess
|
||||
Chief Financial Officer
|
1.
|
I have reviewed this report on Form 10-Q for the quarter ended June 28, 2014 of ENGlobal Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 19 , 2014
|
By:
|
/s/ William A. Coskey
|
||
William A. Coskey
|
|||||
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q for the quarter ended June 28, 2014 of ENGlobal Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 19 , 2014
|
By:
|
/s/ Mark A. Hess
|
||
Mark A. Hess
|
|||||
Chief Financial Officer
|
Date:
|
August 19 , 2014
|
By:
|
/s/ William A. Coskey
|
||
William A. Coskey
|
|||||
Chief Executive Officer
|
Date:
|
August 19 , 2014
|
By:
|
/s/ Mark A. Hess
|
||
Mark A. Hess
|
|||||
Chief Financial Officer
|
DD:1"'(T8I*]<"T)4;91BI>_[.B<&=E308[$[CN3,*!%P^2=/01EVCG
M`MZ+(?"KX%L',`W#9$CV/PPD8[^.Q@^D">RLO"$J;W&D7XP51
M2.CQ\SR*TZG_#(W)=IJ%U:08'33!J*]9[C6ZHP#844)PQY3GF[>'T6(7)NB_
M:'%&$XS[FJ75I+$93QP&R8&V!P>Q'4A?!7#I.(S[XFU075A,?
M:1('\9*BQP@F+F,$:^ERD+IHAB&&0\=B)Z2%U8Q,1J&3\O+X871@[Y%!4B[9
M\"J9+G+($N?E"ZL!A([^0R79XJHB3L$NY1#ON4EW/38I=NT/G:WEK-<#>W
MQJ'S?&F?GZ?OD<&".L[O,ID6NV210V8UY]]L<[NDZ+'I,]397*ZO#%UT;658
MS27&2XH>X_B4\?K*T$5NCK&3H]6DD6EQZ@7]O_3+C=MR6W!^4!;9GG)V_ZZI
M6-,EK2J),K[1)U@(;^J^M8?K`@Y7 31('3(
MPK?FN#%%HY%=2;`*PA'`ZOA!/U\=V`*T8Q5CL27`:&:>F!$Z(#?%R>XD\"3K
M@[7Q`W^^-K`'LK:IYR(`:<49$3IDN2D.QHN.2IS1`V%Q_,R?+PX<@BQN>D+T
M+F*\0,=NWNVJA!@1.B`WM<%XT6U=R5)@;?S\GZ\-W`+2%B@'\Y;TAD,CSHA0
M GU@,Q^>/]7Z
MM?P9I1GA&0W&,&OZVX0LB%4<2M`=0!_ ?:8!JS!&-F>3/+W6^UJW%T%&.8E
M&:C3Y=.GJNN8?OSTH]X[WV7;5 %N\K:]EN92[W^\XIFS=U
MQRK@IF3\%N]_,[C_'2Y+O3$`UZ_'8BN_%>VV.G3.7FY@J3]/P0=:O,#%#WUS
M'.X+7YH>+EZ'/W=PT2[A>M.?`WC3-/WI@[JA'*_NG_X'``#__P,`4$L#!!0`
M!@`(````(0"I*M\C5P4``+03```9````>&PO=V]R:W-H965TS<.'Z!.36"ZOJ
MYTQ8VE;Z5M4\_Q=%I+5"$Z\U@1ZM"8%'YLX.#J3AHDF=;-
O9H
M-4;.\=JF=4'.!Q\92CODCT6_851.6'33%RIAU?1E_:.[W*L\^)NB\,-7
B:>K<#2ZQY'[$"),],2_>[E!S
MI")[[^H%HG`\"?A9<@U$S#9C4
&::J<6N?9"S$'_;F1\J(D@'7XQYH=DYY:IWLT[2^
MCLJOU>`3KS,45"RC[?E!A;!?L6K2G:9.&P-`D:;."08`3.N6BB2K/<3"RQ?$
M$)IGUNA0?)3&%)%T?I&J='E?.T<-E0)\7E=0]:`7JHOPR$0`>_$9`A!!!0(\;2?E`-)3!0+8.\H00((6"`!.
M358
:U)S$`@``FP<``!D```!X;"]W;W)K