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): May 11, 2017
ENGlobal Corporation
(Exact Name of Registrant as Specified in Charter)
| NEVADA | 001-14217 | 88-0322261 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. 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 (see General Instruction A.2. below):
| [ ] | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 2.02. Results of Operations and Financial Condition.
On May 11, 2017, ENGlobal Corporation (the “Company”) issued a press release reporting first quarter results for quarter ended April 1, 2017. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits | ||
| Exhibit 99.1. | Press release dated May 11, 2017 |
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) | |
| May 11, 2017 | /s/ TAMI L. WALKER |
| (Date) | Tami L. Walker |
| General Counsel, Vice President and Corporate Secretary |
Exhibit 99.1.
ENGlobal Reports First Quarter 2017 Results
HOUSTON, May 11, 2017 (MARKETWIRE) — ENGlobal (Nasdaq: ENG), a leading provider of engineering and automation services, today announced results for the first quarter ended April 1, 2017.
ENGlobal reported a net loss of $0.9 million for the first quarter of 2017 which was an increase in net loss of $0.1 million as compared to the net loss reported for the prior year period. Net loss per diluted share was ($0.03) for both the first quarter just ended and for the first quarter of 2016. Revenue decreased $2.3 million to $12.5 million from $14.8 million, or a 15.8% decrease, for the three months ended April 1, 2017, as compared to the three months ended March 26, 2016.
In April 2015, the Company’s Board of Directors authorized the repurchase of up to $2.0 million of the Company’s common stock from time to time, based on prevailing market conditions. Through April 1, 2017, ENGlobal has repurchased and retired approximately 1,127,894 shares of common stock at a cost of $1.4 million under this program. As of April 1, 2017, the remaining amount authorized for repurchase under this program was $0.6 million.
Management’s Assessment
Mark Hess, ENGlobal’s Chief Financial Officer stated: “We continue to maintain a strong balance sheet. We have no bank debt and have terminated our credit facility that was scheduled to expire in September 2017. We currently have working capital of over $20 million, which, along with internally generated funds is expected to provide for our near term operations and growth. We are working with potential lenders in preparation for the time when a new credit facility may be needed.”
Mr. Hess continued: “We continue to rationalize our overhead structure and costs and have made significant changes to both during and subsequent to the first quarter. As a result, we expect to lower our ongoing cost structure by over $4 million annually.”
William A. Coskey, P.E., Chairman and CEO of ENGlobal added: “Business has remained somewhat sluggish in the sectors of the energy market ENGlobal has historically served. However, all indications are that we have seen the bottom and should trend upward from here. We remain excited about larger opportunities the Company is currently pursuing as we continue to make good progress on our multi-year goal of reshaping the Company.”
Mr. Coskey continued: “We have positioned ourselves to take advantage of increasing activity in our proposal pipeline by being vertically integrated from engineering and fabrication to automation and integration. With the recent addition of key personnel and infrastructure, ENGlobal now has the internal resources to deliver engineered, modularized solutions to our clients, which should be larger in scope and size than our heritage projects.”
The following is a summary of the income statement for the three months ended April 1, 2017 and March 26, 2016:
| (amounts in thousands) | Three months ended April 1, 2017 | Three Months ended March 26, 2016 | ||||||
| Revenue | $ | 12,473 | $ | 14,812 | ||||
| Gross Profit | 1,731 | 1,673 | ||||||
| General & Administrative Expenses | 3,406 | 3,390 | ||||||
| Operating Loss | (1,675 | ) | (1,717 | ) | ||||
| Net Loss | (878 | ) | (749 | ) | ||||
The following table presents certain balance sheet items as of April 1, 2017 and December 31, 2016:
| (amounts in thousands) | As of April 1, 2017 | As of December 31, 2016 | ||||||
| Cash | $ | 14,373 | $ | 15,687 | ||||
| Working capital | 20,462 | 22,200 | ||||||
The following table illustrates the composition of the Company’s revenue and profitability for its operations for the three months ended April 1, 2017 and March 26, 2016:
| (amounts in thousands) | Three months ended April 1, 2017 | Three Months ended March 26, 2016 | ||||||||||||||||||||||||||||||
| % of | Gross | Operating | % of | Gross | Operating | |||||||||||||||||||||||||||
| Total | Total | Profit | Profit | Total | Total | Profit | Profit | |||||||||||||||||||||||||
| Segment | Revenue | Revenue | Margin | Margin | Revenue | Revenue | Margin | Margin | ||||||||||||||||||||||||
| Engineering & Construction | $ | 8,165 | 65.5 | % | 11.5 | % | 0.3 | % | $ | 8,527 | 57.6 | % | 7.4 | % | (1.6 | )% | ||||||||||||||||
| Automation | 4,308 | 34.5 | % | 18.3 | % | 4.2 | % | 6,285 | 42.4 | % | 16.5 | % | 4.7 | % | ||||||||||||||||||
| Consolidated | $ | 12,473 | 100.0 | % | 13.9 | % | (13.4 | )% | $ | 14,812 | 100.0 | % | 11.3 | % | (11.6 | )% | ||||||||||||||||
The Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2017 is expected to be filed with the Securities and Exchange Commission reflecting these results by the end of the day on Thursday, May 11, 2017.
About ENGlobal
ENGlobal (Nasdaq: ENG) is a provider of engineering and automation 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 distributed 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) the effect of economic downturns and the volatility and level of oil and natural gas prices; (2) our ability to retain existing customers and attract new customers; (3) our ability to accurately estimate the overall risks, revenue or costs on a contract; (4) the risk of providing services in excess of original project scope without having an approved change order; (5) our ability to execute our plan to enter into the modular solutions market; (6) our ability to attract and retain key professional personnel; (7) our ability to fund our operations and grow our business utilizing cash on hand, internally generated funds and other working capital; (8) our ability to obtain additional financing, including pursuant to a new credit facility, when needed: (9) our dependence on one or a few customers; (10) the risks of internal system failures of our information technology systems, whether caused by us, third-party service providers, intruders or hackers, computer viruses, natural disasters, power shortages or terrorist attacks; (11) our ability to realize revenue projected in our backlog and our ability to collect accounts receivable and process accounts payable in a timely manner; (12) the uncertainties related to the U.S. Government’s budgetary process and their effects on our long-term U.S. Government contracts; (13) operational and political risks in Russia and Kazakhstan along the Caspian Sea; (14) the risk of unexpected liability claims or poor safety performance; (15) our ability to identify, consummate and integrate potential acquisitions; (16) our reliance on third-party subcontractors and equipment manufacturers; and (17) our ability to purchase shares under our stock purchase program due to changes in stock price and other considerations. 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. 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:
Mark Hess
Phone: 281-878-1040
E-mail: IR@ENGlobal.com