UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 30, 2019

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-14217

ENGlobal Corporation

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

88-0322261

(I.R.S. Employer Identification No.)

654 N. Sam Houston Parkway E., Suite 400, Houston, TX	77060-5914
(Address of principal executive offices)	(Zip code)

(281) 878-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shortened period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]      No [  ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [X]      No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	[  ]	Accelerated Filer	[  ]
Non-Accelerated Filer	[X]	Smaller Reporting Company	[X]
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. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]      No [X]

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	ENG	NASDAQ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on May 13, 2019.

$0.001 Par Value Common Stock 27,409,907 shares

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED MARCH 30, 2019

TABLE OF CONTENTS

		Page Number
Part I.	Financial Information	3
Item 1.	Financial Statements	3
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 30, 2019 and March 31, 2018	3
	Unaudited Condensed Consolidated Balance Sheets at March 30, 2019 and December 29, 2018	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 30, 2019 and March 31, 2018	5
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity at March 30, 2019 and March 31, 2018	6
	Notes to Unaudited Interim Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	17
Part II.	Other Information	18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
	Signatures	21

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENGlobal Corporation

Condensed Consolidated Statements of Operations

(Unaudited)

(amounts in thousands, except per share data)

	For the Three Months Ended
	March 30, 2019			March 31, 2018
Operating revenues	$	12,163		$	13,188
Operating costs		10,825			11,775
Gross profit		1,338			1,413
Selling, general and administrative expenses		2,304			2,582
Operating loss		(966	)		(1,169	)
Other income (expense):
Other income (expense), net		15			(5	)
Interest expense, net		(3	)		(9	)
Loss before income taxes		(954	)		(1,183	)
Provision for federal and state income taxes		20			17
Net loss	$	(974	)	$	(1,200	)
Basic and diluted loss per common share:	$	(0.04	)	$	(0.04	)
Basic and diluted weighted average shares used in computing loss per share:		27,431			27,514

See accompanying notes to unaudited interim condensed consolidated financial statements.

3

ENGlobal Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

(amounts in thousands, except share amounts)

	March 30, 2019			December 29, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	7,297		$	6,060
Trade receivables, net of allowances of $202 and $202		10,182			10,211
Prepaid expenses and other current assets		977			1,096
Contract assets		2,000			3,175
Total Current Assets		20,456			20,542
Property and equipment, net		610			677
Goodwill		720			720
Other assets
Right of use asset		1,378			—
Deposits and other assets		318			367
Total Other Assets		1,696			367
Total Assets	$	23,482		$	22,306
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	3,201		$	3,172
Accrued compensation and benefits		1,904			2,301
Contract liabilities		2,010			604
Other current liabilities		1,004			740
Total Current Liabilities		8,119			6,817
Long Term Leases		892			—
Total Liabilities		9,011			6,817
Commitments and Contingencies (Note 6 & 7)
Stockholders’ Equity:
Common stock - $0.001 par value; 75,000,000 shares authorized; 27,409,907 and 27,487,594 shares issued and outstanding at March 30, 2019 and December 29, 2018, respectively		27			27
Additional paid-in capital		36,890			36,934
Accumulated deficit		(22,446	)		(21,472	)
Total Stockholders’ Equity		14,471			15,489
Total Liabilities and Stockholders’ Equity	$	23,482		$	22,306

See accompanying notes to unaudited interim condensed consolidated financial statements.

4

ENGlobal Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(amounts in thousands)

	For the Three Months Ended
	March 30, 2019			March 31, 2018
Cash Flows from Operating Activities:
Net loss	$	(974	)	$	(1,200	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		84			156
Share-based compensation expense		16			76
Changes in current assets and liabilities:
Trade accounts receivable		29			(474	)
Contract assets		1,175			596
Other current assets		163			378
Accounts payable		29			(370	)
Accrued compensation and benefits		(397	)		(475	)
Contract liabilities		1,406			(1,041	)
Income taxes payable		20			14
Other current liabilities		(253	)		(491	)
Net cash provided by (used in) operating activities	$	1,298		$	(2,831	)
Cash Flows from Investing Activities:
Proceeds from notes receivable		5			4
Property and equipment acquired		(5	)		(8	)
Net cash used in investing activities	$	—		$	(4	)
Cash Flows from Financing Activities:
Purchase of treasury stock		(60	)		—
Payments on capitalized leases		(1	)		(46	)
Net cash used in financing activities	$	(61	)	$	(46	)
Net change in cash, cash equivalents and restricted cash		1,237			(2,881	)
Cash, cash equivalents and restricted cash, at beginning of period		6,060			9,648
Cash, cash equivalents and restricted cash, at end of period	$	7,297		$	6,767
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	5		$	9
Right of use assets obtained in exchange for new operating lease liability	$	209		$	209

See accompanying notes to unaudited interim condensed consolidated financial statements.

5

ENGlobal Corporation

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(amounts in thousands, except share amounts)

	Quarter Ended			Quarter Ended
	March 30, 2019			March 31, 2018
Common Stock
Balance at beginning of period	$	27		$	27
Treasury stock retired		—			—
Balance at end of period		27			27
Additional Paid-in Capital
Balance at beginning of period		36,934			36,843
Share-based compensation - employee		16			76
Treasury stock retired		(60	)		—
Balance at end of period		36,890			36,919
Accumulated Earnings (Deficit)
Balance at beginning of period		(21,472	)		(15,801	)
Net loss		(974	)		(1,200	)
Balance at end of period		(22,446	)		(17,001	)
Treasury Stock
Balance at beginning of period		—			—
Stock repurchased		(60	)		—
Treasury stock retired		60			—
Balance at end of period		—			—
Total Stockholders’ Equity	$	14,471		$	19,945

See accompanying notes to unaudited interim condensed consolidated financial statements.

6

ENGLOBAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of ENGlobal Corporation (which may be referred to as “ENGlobal,” the “Company,” “we,” “us,” or “our”) were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, these condensed financial statements do not include all of the information or note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP. These condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 29, 2018, included in the Company’s 2018 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The condensed financial statements included herein are unaudited for the three month periods ended March 30, 2019 and March 31, 2018, and in the case of the condensed balance sheet as of December 29, 2018 have been derived from the audited financial statements of the Company. These financial statements reflect all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary to fairly present the results for the periods presented.

The Company has assessed subsequent events through the date of filing of these condensed financial statements with the Securities and Exchange Commission and believes that the disclosures made herein are adequate to make the information presented herein not misleading.

We had no items of other comprehensive income in any period presented; therefore, no other components of comprehensive income are presented.

Each of our quarters is comprised of 13 weeks.

NOTE 2 – ACCOUNTING STANDARDS

In February 2016, the Financial Statements Accounting Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842), that amends the accounting standards for leases. This new standard retains a distinction between finance leases and operating leases but the primary change is the recognition of lease assets and lease liabilities by lessees for leases classified as operating leases on the lessee’s balance sheet and certain aspects of lease accounting have been simplified. This new standard requires additional qualitative and quantitative disclosures along with specific quantitative disclosures required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. This pronouncement is effective for interim and annual reporting periods beginning after December 15, 2018, with early application permitted. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows for an additional transition method under the modified retrospective approach for the adoption of Topic 842. The two permitted transition methods are now: (1) to apply the new lease requirements at the beginning of the earliest period presented, and (2) to apply the new lease requirements at the effective date. Under both transition methods there is a cumulative effect adjustment. We adopted the standard effective December 30, 2018 using the modified retrospective transition approach and elected not to adjust prior comparative periods. The Company elected the practical expedient to not reassess prior conclusions related to contracts containing leases, lease classification, lease term and initial direct costs. Upon adoption, the Company recognized right-of-use assets and lease liabilities of $1.3 million at December 30, 2018. See Note 7.

NOTE 3 – CONTRACT ASSETS AND CONTRACT LIABILITIES

Our contract assets consist of unbilled amounts typically resulting from sales under long-term contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. Our contract liabilities consist of advance payments and billings in excess of costs incurred and deferred revenue. The noncurrent portion of deferred revenue is included in other long-term liabilities in our consolidated balance sheets.

7

Costs, estimated earnings and billings on uncompleted contracts consisted of the following at March 30, 2019 and December 29, 2018:

	March 30, 2019			December 29, 2018
	(dollars in thousands)
Costs incurred on uncompleted contracts	$	20,209		$	34,800
Estimated earnings on uncompleted contracts		4,314			6,921
Earned revenues		24,523			41,721
Less: billings to date		24,533			39,150
Net costs and estimated earnings in excess of billings on uncompleted contracts	$	(10	)	$	2,571
Contract assets	$	2,000		$	3,175
Contract liabilities		(2,010	)		(604	)
Net contract assets	$	(10	)	$	2,571

NOTE 4 – SEGMENT INFORMATION

Our segments are strategic business units that offer different services and products and therefore require different marketing and management strategies. The operating performance is regularly reviewed with these two operational leaders, the chief executive officer (“CEO”), the chief financial officer (“CFO”) and others. This group represents the chief operating decision maker (“CODM”) for ENGlobal.

The Engineering, Procurement and Construction Management (“EPCM”) segment provides services relating to the development, management and execution of projects requiring professional engineering and related project services primarily to the energy industry throughout the United States. The Automation segment provides services related to the design, integration and implementation of advanced automation, information technology, process distributed control systems, analyzer systems, and electrical projects primarily to the upstream and downstream sectors throughout the United States. The Automation segment includes the government services group, which provides engineering, design, installation and operation and maintenance of various government, public sector and international facilities and the fabrication operation.

Revenues, operating income, and identifiable assets for each segment are set forth in the following table. The amount identified as Corporate includes those activities that are not allocated to the operating segments and includes costs related to business development, executive functions, finance, accounting, safety, human resources and information technology that are not specifically identifiable with the segments.

Segment information for the three months ended March 30, 2019 and March 31, 2018 is as follows (dollars in thousands):

For the three months ended March 30, 2019:	EPCM			Automation			Corporate			Consolidated
Revenue	$	5,633		$	6,530		$	—		$	12,163
Gross profit		671			667			—			1,338
Gross Profit Margin		11.9	%		10.2	%					11.0	%
SG&A		587			428			1,289			2,304
Operating income (loss)		84			239			(1,289	)		(966	)
Other income, net											15
Interest expense, net											(3	)
Tax expense											(20	)
Net loss										$	(974	)

8

For the three months ended March 31, 2018:	EPCM			Automation			Corporate			Consolidated
Revenue	$	5,095		$	8,093		$	—		$	13,188
Gross profit		416			997			—			1,413
Gross Profit Margin		8.2	%		12.3	%					10.7	%
SG&A		426			705			1,451			2,582
Operating income (loss)		(10	)		292			(1,451	)		(1,169	)
Other expense, net											(5	)
Interest expense, net											(9	)
Tax expense											(17	)
Net loss										$	(1,200	)

Total Assets by Segment	As of March 30, 2019		As of December 29, 2018
	(dollars in thousands)
EPCM	$	6,160	$	4,792
Automation		9,357		10,550
Corporate		7,965		6,964
Consolidated	$	23,482	$	22,306

NOTE 5 – FEDERAL AND STATE INCOME TAXES

The Company accounts for income taxes in accordance with FASB Accounting Standards Codification 740, “Income Taxes” (“ASC 740”). Under ASC 740-270 we estimate an annual effective tax rate based on year-to-date operating results and our projection of operating results for the remainder of the year. We apply this annual effective tax rate to the year-to-date operating results. If our actual results differ from the estimated annual projection, our estimated annual effective tax rate can change affecting the tax expense for successive interim results as well as the estimated annual tax expense results. Certain states are not included in the calculation of the estimated annual effective tax rate because the underlying basis for the tax is related to revenues and not taxable income. Amounts for Texas margin taxes are reported as income tax expense.

The Company applies a more likely than not recognition threshold for all tax uncertainties. The FASB guidance for uncertain tax positions only allows the recognition of those tax benefits, based on their technical merits that are greater than 50 percent likelihood of being sustained upon examination by the taxing authorities. Management has reviewed the Company’s tax positions and determined there are no uncertain tax positions requiring recognition in the financial statements. U.S. federal tax returns prior to 2014 and Texas margins tax returns prior to 2014 are closed. Generally, the applicable statues of limitations are three to four years from their filings.

The Company recorded income tax expense of $20 thousand for the three months ended March 30, 2019 as compared to income tax expense of $17 thousand for the three months ended March 31, 2018.

The effective income tax rate for the three months ended March 30, 2019 was (2.06)% as compared to (42.79)% for the three months ended March 31, 2018. The effective tax rate differed from the federal statutory rate of 21% primarily due to the effect of the valuation allowances related to the expected unrealized deferred tax asset generated by the current year benefit.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

From time to time, ENGlobal or one or more of its subsidiaries is involved in various legal proceedings or is subject to claims that arise in the ordinary course of business alleging, among other things, claims of breach of contract or negligence in connection with the performance or delivery of goods and/or services. The outcome of any such claims or proceedings cannot be predicted with certainty. Management is not aware of any pending or threatened lawsuits or proceedings that are expected to have a material effect on our financial position, results of operations or liquidity.

9

We carry a broad range of insurance coverage, including general and business automobile liability, commercial property, professional errors and omissions, workers’ compensation insurance, directors’ and officers’ liability insurance and a general umbrella policy, all with standard self-insured retentions/deductibles. We also provide health insurance to our employees (including vision and dental), and are partially self-funded for these claims. Provisions for expected future payments are accrued based on our experience, and specific stop loss levels provide protection for the Company. We believe we have adequate reserves for the self-funded portion of our insurance policies. We are not aware of any material litigation or claims that are not covered by these policies or which are likely to materially exceed the Company’s insurance limits.

NOTE 7 – LEASES

The Company leases land, office space and equipment. Arrangements are assessed at inception to determine if a lease exists and, with the adoption of ASC 842, “Leases,” right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of lease payments over the lease term. Because the Company’s leases do not provide an implicit rate of return, the Company uses its incremental borrowing rate at the inception of a lease to calculate the present value of lease payments. The Company has elected to apply the short-term lease exception for all asset classes, excluding lease liabilities from the balance sheet and recognizing the lease payments in the period they are incurred.

The Company’s finance leases are immaterial to our consolidated financial statements.

The components of lease expense were as follows:

	Three months ended March 30, 2019
Operating leases:
Operating costs	$	213
Selling, general and administrative expenses		487
		700
Short-term leases:
Operating costs		—
Selling, general and administrative expenses		119
		119
Total lease expense	$	819

Supplemental balance sheet information related to leases was as follows:

	Financial Statement Classification	March 30, 2019
Operating ROU assets	Right of Use asset	$	1,378
Operating lease liabilities:
Current operating lease liabilities	Other current liabilities	$	498
Noncurrent operating lease liabilities	Long Term Leases		892
Total operating lease liabilities		$	1,390

10

The weighted average remaining lease term and weighted average discount rate were as follows:

	Three months ended March 30, 2019
Weighted average remaining lease term of operating leases		2.7 years
Weighted average discount rate of operating leases		4.1	%

Maturities of operating lease liabilities as of March 30, 2019 are as follows:

Year ending:	Amount
2019 (remaining months)	$	396
2020		555
2021		434
2022		64
Total lease payments	$	1,449
Less: imputed interest		(59	)
Total lease liabilities	$	1,390

The aggregate amount of future minimum annual rental payments applicable to noncancelable leases as of December 29, 2018 were as follows:

Year ending:	Minimal Rental Payments
2019	$	445
2020		445
2021		387
2022		64
Total	$	1,341

11

ENGLOBAL CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain information contained in this Quarterly Report on Form 10-Q, as well as other written and oral statements made or incorporated by reference from time to time by the Company and its representatives in other reports, filings with the Securities and Exchange Commission, press releases, conferences or otherwise, may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. This information includes, without limitation, statements concerning the Company’s future financial position and results of operations, planned capital expenditures, business strategy and other plans for future operations, the future mix of revenues and business, customer retention, project reversals, commitments and contingent liabilities, future demand and industry conditions. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Generally, the words “anticipate,” “believe,” “estimate,” “expect,” “may” and similar expressions, identify forward-looking statements, which generally are not historical in nature. Actual results could differ materially from the results described in the forward-looking statements due to the risks and uncertainties set forth in this Quarterly Report on Form 10-Q, the specific risk factors identified in the Company’s Annual Report on Form 10-K for the year ended December 29, 2018, and those described from time to time in our future reports filed with the Securities and Exchange Commission.

The following discussion is qualified in its entirety by, and should be read in conjunction with, the Company’s financial statements, including the notes thereto, included in this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the year ended December 29, 2018.

Overview

ENGlobal Corporation (which may be referred to as “ENGlobal,” the “Company,” “we,” “us” or “our”), incorporated in the State of Nevada in June 1994, is a leading provider of engineered modular solutions to the energy industry. We deliver these solutions to our clients by combining our vertically integrated engineering and professional project execution services with our automation and systems integration expertise and mechanical fabrication capabilities. We believe our vertically integrated strategy allows us to differentiate our company from most of our competitors as a full service provider, thereby reducing our clients’ dependency on and coordination of multiple vendors and improving control over their project schedules. Our strategy and positioning has also allowed the Company to pursue larger scopes of work centered around many different types of modularized engineered systems.

We are making strides implementing the multi-year strategic initiative we began in the fall of 2017. We have identified modular project execution offerings as the opportunity to which our capabilities are best applied, focused our business development team on communicating these offerings to specific clients and realigned our internal reporting structure to better facilitate complete modular project execution. We have identified seven strategic market initiatives where we have a history of delivering project solutions and can provide complete project execution that includes engineering, design, fabrication and integration of automated control systems as a complete packaged solution for our clients, preferably in a modular form. This “design it once – build it many times” concept has many merits including a single vendor interface, better control of costs, better control of schedule and lower safety risk. These seven targeted market initiatives include: (1) natural gas and crude oil production systems; (2) synthesis gas processing; (3) control systems implementation; (4) continuous emission monitoring systems; (5) pipeline pump, compression, metering, loading and blending systems; (6) adding customer relationships in specific markets for automation; and (7) expanding government services beyond our heritage contracts. We have identified specific individuals within the Company to lead the efforts for each market initiative - “a champion” - while coordinating with the other sales leaders.

12

We continue to be mindful of our overhead structure. While we have made investments in key individuals, product developments and new facilities and equipment, which have all negatively impacted our SG&A, we have been able to offset those increases with decreases in other areas and, overall, our SG&A costs have continued to decrease. We recognize that the level of our SG&A is greater than it could be for a company our size; however, we have maintained our overhead structure in anticipation of higher revenue levels.

On April 18, 2018, we announced that our Board of Directors had initiated a review of strategic alternatives, which could include strategic mergers, reverse mergers, the issuance or buyback of public shares, or the purchase or sale of specific assets, in addition to other potential actions aimed at increasing shareholder value. The Company engaged B. Riley FBR, Inc. as its exclusive financial advisor during this process. The Company does not intend to disclose or comment on developments related to its review unless and until the Board has approved a specific transaction or otherwise determined that further disclosure is appropriate. There can be no assurance that the Board’s strategic review will result in any transaction, or any assurance as to its outcome or timing.

Critical Accounting Policies Update

A summary of our critical accounting policies is described under the caption “Critical Accounting Policies” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2018 Annual Report on Form 10-K. Our critical accounting policies are further disclosed in Note 2 to the consolidated financial statements included in our 2018 Annual Report on Form 10-K.

Results of Operations

Historically, the majority of our revenue has been provided through time-and-material contracts. However, due to our focus on providing engineered modular solutions, approximately 35% of our revenue was from fixed-price contracts during the first three months of 2019 and 44% for the first three months of 2018. In the course of providing our time-and-material services, we routinely provide materials and equipment and may provide construction management services on a subcontractor basis. Generally, these materials, equipment and subcontractor costs are passed through to our clients and reimbursed, along with handling fees, which in general are at margins lower than those of our normal core business. In accordance with industry practice and generally accepted accounting principles, all such costs and fees are included in revenue. The material purchases and the use of subcontractor services can vary significantly from project to project; therefore, changes in revenue and gross profit, SG&A expense and operating income as a percentage of revenue may not be indicative of the Company’s core business trends.

Segment operating SG&A expense includes management and staff compensation, office costs such as rents and utilities, depreciation, amortization, travel, and other expenses generally unrelated to specific client contracts, but directly related to the support of a segment’s operations. Corporate SG&A expenses include finance, accounting, human resources, business development, legal and information technology which are unrelated to specific projects but which are incurred to support the company’s activities.

13

Comparison of the three months ended March 30, 2019 versus the three months ended March 31, 2018

The following table, for the three months ended March 30, 2019 versus the three months ended March 31, 2018, provides relevant financial data that is derived from our consolidated statements of operations (amounts in thousands except per share data).

Operations Data	EPCM			Automation			Corporate			Consolidated
Three months ended March 30, 2019:
Revenue	$	5,633		$	6,530		$	—		$	12,163		100	%
Gross profit		671			667			—			1,338
Gross Profit Margin		11.9	%		10.2	%					11.0	%
SG&A		587			428			1,289			2,304		18.9	%
Operating income (loss)		84			239			(1,289	)		(966	)	(7.9	)%
Other income, net											15
Interest (expense), net											(3	)
Tax expense											(20	)
Net loss										$	(974	)	(8.0	)%
Diluted loss per share										$	(0.04	)

Three months ended March 31, 2018:
Revenue	$	5,095		$	8,093		$	—		$	13,188		$	100	%
Gross profit		416			997			—			1,413
Gross Profit Margin		8.2	%		12.3	%					10.7	%
SG&A		426			705			1,451			2,582			19.6	%
Operating income (loss)		(10	)		292			(1,451	)		(1,169	)		(8.9	)%
Other expense, net											(5	)
Interest (expense), net											(9	)
Tax expense											(17	)
Net loss										$	(1,200	)		(9.1	)%
Diluted loss per share											(0.04	)

Increase (Decrease) in Operating Results:
Revenue	$	538	$	(1,563	)	$	—		$	(1,025	)	7.8	%
Gross profit (loss)		255		(330	)		—			(75	)
SG&A		161		(277	)		(162	)		(278	)	(10.8	)%
Operating income		94		(53	)		162			203		17.3	%
Other income, net										20
Interest expense, net										6
Tax expense										(3	)
Net loss										226		18.8	%
Diluted loss per share										0.00

Revenue – Revenue decreased $1.0 million to $12.2 million from $13.2 million, or a decrease of 7.8%, for the three months ended March 30, 2019, as compared to the three months ended March 31, 2018. Revenue from the EPCM segment increased $0.5 million to $5.6 million from $5.1 million, or an increase of 10.6%, for the three months ended March 30, 2019, as compared to the three months ended March 31, 2018 primarily as a result of increased volume from engineered modular solutions. Revenue from the Automation segment decreased $1.6 million to $6.5 million from $8.1 million, or a decrease of 19.3%, for the three months ended March 30, 2019, as compared to the three months ended March 31, 2018. This decrease is driven by completed projects for 2018 that have not been replaced in 2019.

Gross Profit – Gross profit margin increased 0.3% to 11.0% from 10.7% for the three months ended March 30, 2019, as compared to the three months ended March 31, 2018. Gross profit for the EPCM segment increased $0.3 million to $0.7 million from $0.4 million and its gross profit margin increased 3.7% to 11.9% from 8.2% for the three months ended March 30, 2019, as compared to the three months ended March 31, 2018. The increase in gross profit margin is primarily attributable to more efficient utilization of our personnel and increased volume of engineered modular solutions. Gross profit margin for the Automation segment declined 2.1% to 10.2% from 12.3% for the three months ended March 30, 2019, as compared to the three months ended March 31, 2018, primarily due to decreased utilization of our personnel.

Selling, General and Administrative – Overall our SG&A expenses declined by $0.3 million for the three months ended March 30, 2019 as compared to the three months ended March 31, 2018. Office salaries declined by $0.1 million, depreciation and amortization declined by $0.1 million and our stock compensation costs decreased by $0.1 million for the three months ended March 30, 2019 as compared to the three months ended March 31, 2018.

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Interest Expense, net - Interest expense is incurred primarily in connection with our insurance financing and our capital leases. Our interest expense decreased from $9 thousand for the three months ended March 31, 2018 to approximately $3 thousand for the three months ended March 30, 2019.

Tax Expense – We recorded income tax expense of $20 thousand for the three months ended March 30, 2019 as compared to income tax expense of $17 thousand for the three months ended March 31, 2018.

Net Loss – Net loss for the three months ended March 30, 2019 was $1.0 million, or a $0.2 million decrease from a net loss of $1.2 million for the three months ended March 31, 2018, primarily as a result of lower selling, general and administrative expense.

Liquidity and Capital Resources

Overview

The Company defines liquidity as its ability to pay its liabilities as they become due, fund business operations and meet monetary contractual obligations. As we are currently operating without a credit facility, our primary sources of liquidity are cash on hand and internally generated funds. We had cash of approximately $7.3 million at March 30, 2019 and $6.1 million as of December 29, 2018. Our working capital as of March 30, 2019 was $12.3 million versus $13.7 million as of December 29, 2018. Additionally, we are continuing to proactively seek opportunities to improve our project awards ratio, streamline our project execution, and increase our project margins and reduce selling, general and administrative costs. However, challenging industry conditions and a competitive environment that extended throughout fiscal 2018 and the first quarter of 2019 negatively impact our financial results for the quarter. Despite these market conditions, we believe our cash on hand, internally generated funds and other working capital will be sufficient to fund our current operations and expected growth for the next twelve months.

Cash and the availability of cash could be materially restricted if (1) outstanding invoices billed are not collected or are not collected in a timely manner, (2) circumstances prevent the timely internal processing of invoices, (3) we lose one or more of our major customers or our major customers significantly reduce the amount of work requested from us, (4) we are unable to win new projects that we can perform on a profitable basis or (5) we are unable to reverse our use of cash to fund losses. If any such event occurs, we would be forced to consider alternative financing options.

On April 18, 2018, we announced that our Board of Directors had initiated a review of strategic alternatives, which could include strategic mergers, reverse mergers, the issuance or buyback of public shares, or the purchase or sale of specific assets, in addition to other potential actions aimed at increasing shareholder value. The Company engaged B. Riley FBR, Inc. as its exclusive financial advisor during this process. The Company does not intend to disclose or comment on developments related to its review unless and until the Board has approved a specific transaction or otherwise determined that further disclosure is appropriate. There can be no assurance that the Board’s strategic review will result in any transaction, or any assurance as to its outcome or timing.

Cash Flows from Operating Activities

Operating activities provided $1.3 million of cash and used $2.8 million of cash for the three months ended March 30, 2019 and March 31, 2018, respectively. The primary drivers of our cash provided in operations for the three months ended March 30, 2019 were increases of contract assets net of contract liabilities of $2.6 million offset by our operating loss before non-cash expenses of $1.0 million, and increases of other components of working capital of $0.3 million.

The primary drivers of our cash used in operations for the three months ended March 31, 2018 were our operating loss before non-cash expenses of $1.2 million, a decrease in trade receivables of $0.5 million, a decrease of contract assets net of contract liabilities of $0.4 million and decreases to other components of working capital of $0.7 million.

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Cash Flows from Investing Activities

Investing activities was nil for the three months ended March 30, 2019 as expenditures for property and equipment of $5 thousand were offset by proceeds from notes receivable of $5 thousand.

Investing activities used cash of $4 thousand for the three months ended March 31, 2018 primarily due to the expenditures for property and equipment reduced by payments from note receivable.

Cash Flows from Financing Activities

The use of cash for financing activities during the three months ended March 30, 2019 of $61 thousand was primarily for the purchase of treasury stock which used $60 thousand. Financing activities for the three months ended March 31, 2018 used $46 thousand for the payment of our capital leases obligations.

Changes in Accounting

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), that amends the accounting standards for leases. This new standard retains a distinction between finance leases and operating leases but the primary change is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases on the lessee’s balance sheet and certain aspects of lease accounting have been simplified. This new standard requires additional qualitative and quantitative disclosures along with specific quantitative disclosures required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. This pronouncement is effective for interim and annual reporting periods beginning after December 15, 2018, with early application permitted. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows for an additional transition method under the modified retrospective approach for the adoption of Topic 842. The two permitted transition methods are now: (1) to apply the new lease requirements at the beginning of the earliest period presented, and (2) to apply the new lease requirements at the effective date. Under both transition methods there is a cumulative effect adjustment. We adopted the standard effective December 30, 2018 using the modified retrospective transition approach and elected not to adjust prior comparative periods. Upon adoption, the Company recognized right-of-use assets and lease liabilities of $1.3 million at December 30, 2018. See Note 7.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable, capital leases payable and debt obligations. The book value of cash and cash equivalents, accounts and notes receivable and accounts payable are considered to be representative of fair value because of the short maturity of these instruments.

We do not utilize financial instruments for trading purposes and we do not hold any derivative financial instruments that could expose us to significant market risk. In the normal course of business, our results of operations are exposed to risks associated with fluctuations in interest rates and, to a minor extent, currency exchange rates.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures of a registrant designed to ensure that information required to be disclosed by the registrant in the reports that it files or submits under the Exchange Act is properly recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms. Disclosure controls and procedures include processes to accumulate and evaluate relevant information and communicate such information to a registrant’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

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The Company’s management, including its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 30, 2019, as required by Rule 13a-15 of the Exchange Act. Based on the evaluation described above, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 30, 2019, our disclosure controls and procedures were effective insofar as they are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting occurred during the three months ended March 30, 2019, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, ENGlobal or one or more of its subsidiaries is involved in various legal proceedings or is subject to claims that arise in the ordinary course of business alleging, among other things, claims of breach of contract or negligence in connection with the performance or delivery of goods and/or services. The outcome of any such claims or proceedings cannot be predicted with certainty. We believe, as of the date of this filing, all such active proceedings and claims of substance that have been asserted against ENGlobal or one or more of its subsidiaries have been adequately allowed for, or are covered by insurance, such that, if determined adversely to the Company, individually or in the aggregate, they would not have a material adverse effect on our results of operations or financial position.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 29, 2018, which outline factors that could materially affect our business, financial condition or future results, and the additional risk factors below. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditions or operating results.

We are reviewing strategic alternatives and there can be no assurance that we will be successful in identifying or completing any strategic alternative, that any such strategic alternative will result in additional value for our shareholders or that the process will not have an adverse impact on our business. On April 18, 2018, we announced that our Board of Directors had initiated a review of strategic alternatives. These alternatives could include, but are not limited to, strategic mergers, reverse mergers, the issuance or buyback of public shares, or the purchase or sale of specific assets, in addition to other potential actions aimed at increasing shareholder value. There can be no assurance that the review of strategic alternatives will result in the identification or consummation of any transaction. Our Board of Directors may also determine that our most effective strategy is to continue to effectuate our current business plan. The process of reviewing strategic alternatives may be time consuming and disruptive to our business operations and, if we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely affected. We could incur substantial expenses associated with identifying and evaluating potential strategic alternatives. No decision has been made with respect to any transaction and we cannot assure you that we will be able to identify and undertake any transaction that allows our shareholders to realize an increase in the value of their common stock or provide any guidance on the timing of such action, if any.

We also cannot assure you that any potential transaction or other strategic alternative, if identified, evaluated and consummated, will provide greater value to our shareholders than that reflected in the current price of our common stock. Any potential transaction would be dependent upon a number of factors that may be beyond our control, including, but not limited to, market conditions, industry trends, the interest of third parties in our business and the availability of financing to potential buyers on reasonable terms. We do not intend to comment regarding the evaluation of strategic alternatives until such time as our Board of Directors has determined the outcome of the process or otherwise has deemed that disclosure is appropriate or required by applicable law. As a consequence, perceived uncertainties related to our future may result in the loss of potential business opportunities and volatility in the market price of our common stock and may make it more difficult for us to attract and retain qualified personnel and business partners.

Our backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain indicator of our future revenue or earnings. As of March 30, 2019, our backlog was approximately $30.1 million. We expect a majority of this backlog to be completed in 2019 and 2020. We cannot assure investors that the revenue projected in our backlog will be realized or, if realized, will result in profits. Projects currently in our backlog may be canceled or may remain in our backlog for an extended period of time prior to project execution and, once project execution begins, it may occur unevenly over the current and multiple future periods. In addition, project terminations, suspensions or reductions in scope occur from time to time with respect to contracts reflected in our backlog, reducing the revenue and profit we actually receive from contracts reflected in our backlog. Future project cancellations and scope adjustments could further reduce the dollar amount of our backlog in addition to the revenue and profits that we actually earn. The potential for cancellations and adjustments to our backlog are exacerbated by economic conditions, particularly in our chosen area of concentration, the energy industry. The energy industry has experienced a sustained period of low crude oil and natural gas prices which has reduced our clients’ activities in the energy industry.

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If we are unable to collect our receivables, our results of operations and cash flows could be adversely affected. Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for work performed and materials supplied. In the ordinary course of business, we extend unsecured credit to our customers. We may also agree to allow our customers to defer payment on projects until certain milestones have been met or until the projects are substantially completed, and customers typically withhold some portion of amounts due to us as retainage. As of March 30, 2019 we had two projects that had $0.1 million in retainage. We bear the risk that our clients will pay us late or not at all. Though we evaluate and attempt to monitor our clients’ financial condition, there is no guarantee that we will accurately assess their creditworthiness. To the extent the credit quality of our clients deteriorates or our clients seek bankruptcy protection, our ability to collect receivables and our results of operations could be adversely affected. Even if our clients are credit-worthy, they may delay payments in an effort to manage their cash flow. Financial difficulties or business failure experienced by one or more of our major customers has had and could, in the future, continue to have a material adverse effect on both our ability to collect receivables and our results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth certain information with respect to repurchases of our common stock for the first quarter of 2019:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under Plans or Programs (1)
December 30, 2018 to January 26, 2019		55,057		0.76		1,267,830	$	444,450
January 27, 2019 to March 2, 2019		22,630		0.83		1,290,460	$	425,589
March 3, 2018 to March 30, 2019		—		—		1,290,460	$	425,589

(1) On April 21, 2015, the Company announced that its Board of Directors had authorized the repurchase of up to $2.0 million of the Company’s common stock from time to time through open market or privately negotiated transactions, based on prevailing market conditions. The Company is not obligated to repurchase any dollar amount or specific number of shares of common stock under the repurchase program, which may be suspended, discontinued or reinstated at any time. As of March 30, 2019, the Company had purchased and retired 1,290,460 shares at an aggregate cost of $1.6 million under this repurchase program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. 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	Second Amended and Restated Bylaws of Registrant dated April 14, 2016	8-K	3.1	4/15/2016	001-14217
*10.1	Office Lease between 700 17th Street, LLC and ENGlobal U.S. Inc. dated January 23, 2019.
*31.1	Certifications Pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934 for the First Quarter 2019
*31.2	Certifications Pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934 for the First Quarter 2019
*32.0	Certification Pursuant to Rule 13a – 14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the First Quarter 2019
*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

* Filed herewith

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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, thereunto duly authorized.

Dated: May 13, 2019
	ENGlobal Corporation
	By:	/s/ Mark A. Hess
		Mark A. Hess
		Chief Financial Officer

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