Nevada
|
|
88-0322261
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(I.R.S
Employer Identification No.)
|
654 North Sam Houston Parkway East, Suite 400
|
|
77060-5914
|
(Address
of principal executive offices)
|
|
(Zip
code)
|
|
|
|
Title
of each class
|
|
Trading
Symbol
|
|
Name of
each exchange on which registered
|
Common Stock, $0.001 par value
|
|
ENG
|
|
NASDAQ
|
Large
Accelerated Filer
|
[ ]
|
|
Accelerated
Filer
|
[ ]
|
Non-Accelerated
Filer
|
[X]
|
|
Smaller
Reporting Company
|
[X]
|
|
|
Emerging
growth company
|
[ ]
|
|
|
PAGE
|
|
PART I
|
|
ITEM
1.
|
BUSINESS
|
4
|
ITEM
1A.
|
RISK FACTORS
|
9
|
ITEM
2.
|
PROPERTIES
|
16
|
ITEM
3.
|
LEGAL PROCEEDINGS
|
16
|
ITEM
4.
|
MINE SAFETY DISCLOSURES
|
16
|
|
|
|
|
PART II
|
|
|
|
|
ITEM
5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
17
|
ITEM
7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
18
|
ITEM
8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
25
|
ITEM
9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
50
|
ITEM
9A.
|
CONTROLS AND PROCEDURES
|
50
|
|
|
|
|
PART III
|
|
|
|
|
ITEM
10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
52
|
ITEM
11.
|
EXECUTIVE COMPENSATION
|
56
|
ITEM
12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS
|
60
|
ITEM
13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
|
62
|
ITEM
14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
62
|
|
|
|
|
PART IV
|
|
|
|
|
ITEM
15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
64
|
ITEM
16.
|
FORM 10-K SUMMARY
|
67
|
|
|
|
|
SIGNATURES
|
|
|
|
|
|
SIGNATURES
|
68
|
|
●
|
Prices
and expectations about future prices of oil and natural
gas;
|
|
●
|
Domestic
and foreign supply of and demand for oil and natural
gas;
|
|
●
|
The
cost of exploring for, developing, producing and delivering oil and
natural gas;
|
|
●
|
Weather
conditions, such as hurricanes, which may affect our clients’
ability to produce oil and natural gas;
|
|
●
|
Available
pipeline, storage and other transportation capacity;
|
|
●
|
Federal,
state and local regulation of oilfield activities;
|
|
●
|
Environmental
concerns regarding the methods our customers use to produce oil and
natural gas;
|
|
●
|
The
availability of water resources and the cost of disposal and
recycling services; and
|
|
●
|
Seasonal
limitations on access to work locations.
|
|
●
|
The
failure of the U.S. Government to complete its budget and
appropriations process before its fiscal year-end, which may result
in U.S. Government agencies delaying the procurement of
services;
|
|
●
|
Budget
constraints or policy changes resulting in delay or curtailment of
expenditures related to the services we provide;
|
|
●
|
The
timing and amount of tax revenue received by federal, and state and
local governments, and the overall level of government
expenditures;
|
|
●
|
Delays
associated with insufficient numbers of government staff to oversee
contracts;
|
|
●
|
Competing
political priorities and changes in the political climate with
regard to the funding or operation of the services we
provide;
|
|
●
|
Unsatisfactory
performance on government contracts by us or one of our
subcontractors, negative government audits or other events that may
impair our relationship with federal, state or local
governments;
|
|
●
|
A
dispute with or improper activity by any of our subcontractors;
and
|
|
●
|
General
economic or political conditions.
|
|
●
|
Difficulties
in integrating the operations, technologies, products, existing
contracts, accounting and personnel of the target company and
realizing the anticipated synergies of the combined
businesses;
|
|
●
|
Difficulties
in supporting and transitioning customers, if any, of the target
company;
|
|
●
|
Diversion
of our financial and management resources from existing
operations;
|
|
●
|
The
price we pay or other resources that we devote may exceed the value
we realize, or the value we could have realized if we had allocated
the purchase price or other resources to another
opportunity;
|
|
●
|
Risks
of entering new markets in which we have limited or no
experience;
|
|
●
|
Potential
loss of key employees, customers and strategic alliances from
either our current business or the target company’s
business;
|
|
●
|
Assumption
of unanticipated problems or latent liabilities, such as problems
with the quality of the target company’s
services;
|
|
●
|
Risks
associated with possible violations of the Foreign Corrupt
Practices Act and other anti-corruption laws as a result of any
acquisition or otherwise applicable to our business;
and
|
|
●
|
Inability
to generate sufficient net income to justify the acquisition
costs.
|
Location
|
Square Feet
|
Denver,
CO
|
6,851
|
Henderson,
TX
|
22,450
|
Houston,
TX
|
27,823
|
Houston,
TX (Portwall)
|
81,089
|
Tulsa,
OK
|
46,682
|
|
184,895
|
Period
|
Total
Numberof
SharesPurchased
|
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)
|
September 27, 2020 to October 24,
2020
|
—
|
—
|
—
|
$—
|
October 25, 2020 to November 28,
2020
|
—
|
—
|
—
|
$—
|
November 29, 2020 to December 26,
2020
|
—
|
—
|
—
|
$—
|
Total
|
—
|
—
|
1,290,460
|
$425,589
|
Operations
Data
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|
For
the Year Ended December 26, 2020:
|
|
|
|
|
|
Revenue
|
$25,929
|
$38,520
|
$—
|
$64,449
|
100.0%
|
Gross
profit
|
2,358
|
6,093
|
—
|
8,451
|
13.1%
|
SG&A
|
2,427
|
1,569
|
4,838
|
8,834
|
13.7%
|
Operating income
(loss)
|
(69)
|
4,524
|
(4,838)
|
(383)
|
(0.6)%
|
Other income,
net
|
|
|
|
14
|
0.1%
|
Interest expense,
net
|
|
|
|
(153)
|
(0.2)%
|
Tax
expense
|
|
|
|
(103)
|
(0.2)%
|
Net
loss
|
|
|
|
(625)
|
(1.0)%
|
Loss per
share
|
|
|
|
$(0.02)
|
|
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|
For
the Year Ended December 28, 2019:
|
|
|
|
|
|
Revenue
|
$19,436
|
$37,010
|
$—
|
$56,446
|
100.0%
|
Gross
profit
|
1,631
|
6,285
|
—
|
7,916
|
14.0%
|
SG&A
|
2,461
|
1,690
|
5,166
|
9,317
|
16.5%
|
Operating income
(loss)
|
(830)
|
4,595
|
(5,166)
|
(1,401)
|
(2.5)%
|
Other income,
net
|
|
|
|
49
|
0.1%
|
Interest expense,
net
|
|
|
|
(31)
|
(0.1)%
|
Tax
expense
|
|
|
|
(83)
|
(0.1)%
|
Net
loss
|
|
|
|
(1,466)
|
(2.6)%
|
Loss per
share
|
|
|
|
$(0.05)
|
|
|
|
|
|
|
|
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|
Year
Over Year Increase (Decrease) in Operating Results:
|
|
|
|
|
|
Revenue
|
$6,493
|
$1,510
|
$—
|
$8,003
|
14.2%
|
Gross
profit
|
727
|
(192)
|
—
|
535
|
6.8%
|
SG&A
|
(34)
|
(121)
|
(328)
|
(483)
|
(5.2)%
|
Operating income
(loss)
|
761
|
(71)
|
328
|
1,018
|
(72.7)%
|
Other income,
net
|
|
|
|
(35)
|
(71.4)%
|
Interest expense,
net
|
|
|
|
(122)
|
393.5%
|
Tax
expense
|
|
|
|
(20)
|
24.1%
|
Net
loss
|
|
|
|
841
|
(57.3)%
|
Loss per
share
|
|
|
|
$0.03
|
|
|
PAGE
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
|
26
|
|
|
CONSOLIDATED BALANCE SHEETS
|
28
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
29
|
|
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
30
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
31
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
32
|
|
December
26,
2020
|
December
28,
2019
|
ASSETS
|
|
|
Current
Assets:
|
|
|
Cash
|
$13,706
|
$8,307
|
Trade receivables,
net of allowances of $386 and $236
|
7,789
|
11,435
|
Prepaid expenses
and other current assets
|
891
|
889
|
Contract
assets
|
4,090
|
3,862
|
Total Current
Assets
|
26,476
|
24,493
|
Property
and equipment, net
|
1,263
|
1,033
|
Goodwill
|
720
|
720
|
Other
assets
|
|
|
Right of use
asset
|
1,628
|
2,133
|
Deposits and other
assets
|
351
|
307
|
Total Other
Assets
|
1,979
|
2,440
|
Total
Assets
|
$30,438
|
$28,686
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
Current
Liabilities:
|
|
|
Accounts
payable
|
$2,138
|
$3,261
|
Accrued
compensation and benefits
|
3,048
|
2,783
|
Current portion of
leases
|
1,541
|
1,041
|
Contract
liabilities
|
1,258
|
5,438
|
Current portion of
note
|
3,707
|
—
|
Other current
liabilities
|
745
|
681
|
Total Current
Liabilities
|
12,437
|
13,204
|
Deferred payroll
tax
|
1,037
|
—
|
Long-term
debt
|
2,733
|
—
|
Long-term
leases
|
608
|
1,458
|
Total
Liabilities
|
16,815
|
14,662
|
Commitments
and Contingencies (Note 15)
|
|
|
Stockholders’
Equity:
|
|
|
Common stock -
$0.001 par value; 75,000,000
shares authorized; 27,560,686 and 27,413,626 shares issued and
outstanding at December 26, 2020 and December 28, 2019,
respectively
|
28
|
27
|
Additional paid-in
capital
|
37,157
|
36,934
|
Accumulated
deficit
|
(23,562)
|
(22,937)
|
Total
Stockholders’ Equity
|
13,623
|
14,024
|
Total Liabilities
and Stockholders’ Equity
|
$30,438
|
$28,686
|
|
Year Ended
December 26,
|
Year Ended
December 28,
|
|
2020
|
2019
|
|
|
|
Operating
revenues
|
$64,449
|
$56,446
|
Operating
costs
|
55,998
|
48,530
|
Gross
profit
|
8,451
|
7,916
|
Operating
costs and expenses:
|
|
|
Selling, general,
and administrative expenses
|
8,834
|
9,317
|
Operating
loss
|
(383)
|
(1,401)
|
Other
income (expense)
|
|
|
Interest expense,
net
|
(153)
|
(31)
|
Other income,
net
|
14
|
49
|
Loss
before income taxes
|
(522)
|
(1,383)
|
|
|
|
Provision
for federal and state income taxes
|
(103)
|
(83)
|
|
|
|
Net
loss
|
$(625)
|
$(1,466)
|
|
|
|
Basic
and diluted loss per common share
|
$(0.02)
|
$(0.05)
|
|
|
|
Basic
and diluted weighted average shares used in computing loss per
share:
|
27,474
|
27,414
|
|
Year Ended
December 26,
|
Year Ended
December 28,
|
|
2020
|
2019
|
|
|
|
Common
Stock
|
|
|
Balance at
beginning of year
|
$27
|
$27
|
Common stock
issued
|
1
|
—
|
Balance at end of
year
|
28
|
27
|
|
|
|
Additional
Paid-in Capital
|
|
|
Balance at
beginning of year
|
36,934
|
36,934
|
Share-based
compensation - employee
|
223
|
61
|
Stock
retired
|
—
|
(61)
|
Balance at end of
year
|
37,157
|
36,934
|
|
|
|
Accumulated
Deficit
|
|
|
Balance at
beginning of year
|
(22,937)
|
(21,471)
|
Net
loss
|
(625)
|
(1,466)
|
Balance at end of
year
|
(23,562)
|
(22,937)
|
|
|
|
Total
Stockholders’ Equity
|
$13,623
|
$14,024
|
|
Year
Ended
December
26,
2020
|
Year
Ended
December
28,
2019
|
Cash
Flows from Operating Activities:
|
|
|
Net
loss
|
$(625)
|
$(1,466)
|
Adjustments to
reconcile net loss to net cash provided by (used in) operating
activities:
|
|
|
Depreciation and
amortization
|
449
|
389
|
Share-based
compensation expense
|
223
|
61
|
Changes in current
assets and liabilities:
|
|
|
Trade accounts
receivable
|
3,646
|
(1,224)
|
Contract
assets
|
(228)
|
(689)
|
Other current
assets
|
(46)
|
245
|
Accounts
payable
|
(1,123)
|
89
|
Accrued
compensation and benefits
|
1,301
|
482
|
Contract
liabilities
|
(4,180)
|
4,834
|
Income taxes
payable
|
(57)
|
84
|
Other current
liabilities, net
|
121
|
(140)
|
Net cash provided
by (used in) operating activities
|
$(519)
|
$2,665
|
|
|
|
Cash
Flows from Investing Activities:
|
|
|
Proceeds from notes
receivable
|
—
|
24
|
Property and
equipment acquired
|
(428)
|
(345)
|
Net cash used in
investing activities
|
$(428)
|
$(321)
|
|
|
|
Cash
Flows from Financing Activities:
|
|
|
Purchase of
stock
|
—
|
(61)
|
Payments on finance
leases
|
(93)
|
(36)
|
Proceeds from PPP
loan
|
4,949
|
—
|
Proceeds from
revolving credit facility
|
1,490
|
—
|
Net cash provided
by (used in) financing activities
|
$6,346
|
$(97)
|
Net change in
cash
|
5,399
|
2,247
|
Cash
at beginning of year
|
8,307
|
6,060
|
Cash
at end of year
|
$13,706
|
$8,307
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Cash paid during
the period for interest
|
$153
|
$33
|
Right of use assets
obtained in exchange for new operating lease liability
|
$963
|
$2,854
|
Leased assets
obtained in exchange for new finance lease liabilities
|
$219
|
$351
|
Cash paid during
the period for income taxes (net of refunds)$ 86
|
$ 86
|
$26
|
Asset
Group
|
Years
|
Shop
equipment
|
5 – 10
|
Furniture and
fixtures
|
5 – 7
|
Computer equipment;
Autos and trucks
|
3 – 5
|
Software
|
3 – 5
|
|
2020
|
2019
|
Amounts
billed
|
$5,050
|
$5,523
|
Amounts
unbilled
|
1,455
|
5,576
|
Retainage
|
1,670
|
572
|
Less: Allowance for
uncollectible accounts
|
(386)
|
(236)
|
Trade receivables,
net
|
$7,789
|
$11,435
|
|
2020
|
2019
|
Prepaid
expenses
|
$843
|
$816
|
Other receivables -
employee
|
48
|
54
|
Note
receivable
|
—
|
19
|
Prepaid expenses
and other current assets
|
$891
|
$889
|
|
2020
|
2019
|
Accrual for known
contingencies
|
$215
|
$145
|
Customer
prepayments
|
4
|
1
|
Gross receipts tax
payable
|
23
|
96
|
State income taxes
payable
|
83
|
67
|
Insurance
payable
|
420
|
372
|
Other current
liabilities
|
$745
|
$681
|
|
2020
|
2019
|
Computer equipment
and software
|
$1,170
|
$989
|
Shop
equipment
|
1,683
|
1,301
|
Furniture and
fixtures
|
193
|
190
|
Leasehold
improvements
|
845
|
623
|
Autos and
trucks
|
87
|
87
|
Construction in
progress
|
—
|
141
|
|
$3,978
|
$3,331
|
Accumulated
depreciation and amortization
|
(2,715)
|
(2,298)
|
Property and
equipment, net
|
$1,263
|
$1,033
|
|
For the Three
Months Ended
|
For the Years
Ended
|
||
|
December
26,
2020
|
December
28,
2019
|
December
26,
2020
|
December
28,
2019
|
Fixed-price
revenue
|
$7,037
|
$4,670
|
$35,822
|
$19,088
|
Time-and-material
revenue
|
4,540
|
12,018
|
28,627
|
37,358
|
Total
Revenue
|
11,577
|
16,688
|
64,449
|
56,446
|
|
2020
|
2019
|
Costs incurred on
uncompleted contracts
|
$39,154
|
$23,846
|
Estimated earnings
on uncompleted contracts
|
4,388
|
5,188
|
Earned
revenues
|
43,542
|
29,034
|
Less: billings to
date
|
40,710
|
30,610
|
Net costs in excess
of billings on uncompleted contracts
|
$2,832
|
$(1,576)
|
|
|
|
Costs and estimated
earnings in excess of billings on uncompleted
contracts
|
$4,090
|
$3,862
|
Billings in excess
of costs and estimated earnings on uncompleted
contracts
|
(1,258)
|
(5,438)
|
Net costs in excess
of billings on uncompleted contracts
|
$2,832
|
$(1,576)
|
|
December
26,
2020
|
December
28,
2019
|
PPP
Loan (1)
|
$4,949
|
$—
|
Revolving
Credit Facility (2)
|
1,491
|
—
|
Total
debt
|
6,440
|
—
|
Amount
due within one year
|
3,707
|
—
|
Total long-term
debt
|
$2,733
|
$—
|
|
PPP Loan and
Revolving
Credit Facility
(1)
|
Revolving
Credit
Facility
(1)
|
2021
|
$3,707
|
$—
|
2022
|
1,242
|
—
|
2023
|
1,491
|
1,491
|
2024
|
—
|
—
|
Thereafter
|
—
|
—
|
|
$6,440
|
$1,491
|
|
Financial
Statement Classification
|
Year
ended
December 26,
2020
|
Year
ended
December 28,
2019
|
Finance
leases:
|
|
|
|
Amortization
expense
|
SG&A
Expense
|
$92
|
$33
|
Interest
expense
|
Interest expense,
net
|
20
|
7
|
|
$112
|
$40
|
|
Operating
leases:
|
|
|
|
Operating
costs
|
Operating
costs
|
633
|
1,214
|
Selling, general
and administrative expenses
|
SG&A
Expense
|
1,830
|
1,857
|
|
$2,463
|
$3,071
|
|
Total lease
expense
|
|
$2,575
|
$3,111
|
|
Financial
Statement Classification
|
December
26,
2020
|
December
28,
2019
|
ROU
Assets:
|
|
|
|
Operating
leases
|
Right of Use
asset
|
$1,628
|
$2,133
|
Finance
leases
|
Property and
equipment, net
|
442
|
318
|
Total ROU
Assets:
|
|
$2,070
|
$2,451
|
|
|
|
|
Lease
liabilities:
|
|
|
|
Current
liabilities
|
|
|
|
Operating
leases
|
Current portion of
leases
|
$1,421
|
$961
|
Finance
leases
|
Current portion of
leases
|
120
|
80
|
Noncurrent
Liabilities:
|
|
|
|
Operating
leases
|
Long Term
Leases
|
286
|
1,220
|
Finance
leases
|
Long Term
Leases
|
322
|
238
|
Total lease
liabilities
|
|
$2,149
|
$2,499
|
|
December
26,
2020
|
December
28,
2019
|
Weighted average
remaining lease term (years)
|
|
|
Operating
leases
|
1.2
|
2.2
|
Finance
leases
|
4.2
|
3.3
|
Weighted average
discount rate
|
|
|
Operating
leases
|
1.7%
|
3.3%
|
Finance
leases
|
5.8%
|
11.0%
|
Years
ending:
|
Operating
leases
|
Finance
leases
|
Total
|
2021
|
1,448
|
133
|
1,581
|
2022
|
288
|
113
|
401
|
2023
|
—
|
93
|
93
|
2024
|
—
|
73
|
73
|
2025 and
thereafter
|
—
|
57
|
57
|
Total lease
payments
|
1,736
|
469
|
2,205
|
Less: imputed
interest
|
(29)
|
(27)
|
(56)
|
Total lease
liabilities
|
$1,707
|
$442
|
$2,149
|
|
Number
of
unvested
restricted
shares
|
Weighted-average
grant-date fair
value
|
Outstanding at
December 28, 2019
|
191,404
|
$1.12
|
Granted
|
147,060
|
1.02
|
Vested
|
(193,168)
|
1.10
|
Forfeited
|
—
|
—
|
Outstanding at
December 26, 2020
|
145,296
|
$1.05
|
Date
Issued
|
Issued
to
|
Number of
Shares
|
Market
Price
|
Fair
Value
|
June 11, 2020
|
Directors (3)
|
147,060
|
$1.02
|
$150,000
|
Date
Issued
|
Issued
to
|
Number of
Shares
|
Market
Price
|
Fair
Value
|
August 6, 2019
|
Employees (1)
|
10,000
|
$1.22
|
$12,200
|
|
2020
|
2019
|
Current:
|
|
|
State
|
103
|
83
|
Total
current
|
103
|
83
|
Deferred:
|
|
|
Federal
|
(25)
|
(55)
|
State
|
25
|
55
|
Total
deferred
|
—
|
—
|
Total income tax
expense
|
$103
|
$83
|
|
2020
|
2019
|
Federal income tax
(benefit) at statutory rate of 21%
|
$(110)
|
$(270)
|
State income tax,
net of federal income tax effect
|
64
|
93
|
Nondeductible
expenses
|
29
|
37
|
Stock
Compensation
|
—
|
(1)
|
Prior year
adjustments and true-ups
|
36
|
23
|
Change in valuation
allowance
|
84
|
201
|
Total tax
expense
|
$103
|
$83
|
|
2020
|
2019
|
Noncurrent Deferred
tax assets
|
|
|
Federal and state
net operating loss carryforward
|
$7,036
|
$7,145
|
Tax credit
carryforwards
|
1,971
|
1,971
|
Allowance for
uncollectible accounts
|
93
|
53
|
Accruals not yet
deductible for tax purposes
|
613
|
352
|
Goodwill
|
364
|
485
|
Depreciation
|
3
|
7
|
Lease
payable
|
390
|
488
|
Total noncurrent
deferred tax assets
|
10,470
|
10,501
|
Less: Valuation
allowance
|
(10,016)
|
(9,912)
|
Total noncurrent
deferred tax assets, net
|
$454
|
$589
|
Noncurrent deferred
tax liabilities:
|
|
|
Other
|
(70)
|
(107)
|
Right to use
asset
|
(384)
|
(482)
|
Total noncurrent
deferred tax liabilities
|
(454)
|
(589)
|
Net deferred tax
assets/deferred tax Liabilities
|
$—
|
$—
|
For the year
ended
December 26,
2020:
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|
|
|
|
|
Operating
revenues
|
$25,929
|
$38,520
|
$—
|
$64,449
|
Operating income
(loss)
|
(69)
|
4,524
|
(4,838)
|
(383)
|
Depreciation and
amortization
|
275
|
57
|
117
|
449
|
Tangible
assets
|
7,389
|
7,806
|
14,504
|
29,699
|
Goodwill
|
—
|
720
|
—
|
720
|
Other intangible
assets
|
—
|
19
|
—
|
19
|
Total
assets
|
7,389
|
8,545
|
14,504
|
30,438
|
Capital
expenditures
|
145
|
15
|
268
|
428
|
For the year
ended
December 28,
2019:
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|
|
|
|
|
Operating
revenues
|
$19,436
|
$37,010
|
$—
|
$56,446
|
Operating income
(loss)
|
(830)
|
4,595
|
(5,166)
|
(1,401)
|
Depreciation and
amortization
|
189
|
109
|
91
|
389
|
Tangible
assets
|
6,253
|
12,864
|
8,830
|
27,947
|
Goodwill
|
—
|
720
|
—
|
720
|
Other intangible
assets
|
—
|
19
|
—
|
19
|
Total
assets
|
6,253
|
13,603
|
8,830
|
28,686
|
Capital
expenditures
|
202
|
43
|
100
|
345
|
Name:
|
William A. Coskey, P.E.
|
Position:
|
Chairman of the Board, President and Chief Executive
Officer
|
Director Since:
|
1985
|
Age:
|
68
|
Name:
|
David W. Gent, P.E.
|
Position:
|
Lead Independent Director
|
Director Since:
|
1994
|
Age:
|
68
|
Name:
|
David C. Roussel
|
Position:
|
Independent Director
|
Director Since:
|
2001
|
Age:
|
71
|
Name:
|
Kevin M. Palma
|
Position:
|
Independent Director
|
Director Since:
|
2016
|
Age:
|
42
|
Executive Officer:
|
Mark A. Hess
|
Position:
|
Chief Financial Officer, Corporate Secretary and
Treasurer
|
Age:
|
62
|
Executive Officer:
|
Roger Westerlind
|
Position:
|
President of ENGlobal U.S. Inc.
|
Age:
|
65
|
Executive Officer:
|
R. Bruce Williams
|
Position:
|
Senior Vice President
|
Age:
|
68
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus(1)
($)
|
Stock
Awards(2)
($)
|
Non-Equity Incentive Plan Compensation(3)
|
All Other Compensation(4)
($)
|
Total
($)
|
Mr. Coskey ~
President & Chief Executive Officer
|
2020
|
49,442
|
-
|
-
|
-
|
-
|
49,442
|
|
2019
|
49,442
|
-
|
-
|
-
|
-
|
49,422
|
|
|
|
|
|
|
|
|
Mr. Hess ~
Chief Financial Officer, Secretary & Treasurer
|
2020
|
250,016
|
-
|
-
|
-
|
9,616
|
259,632
|
|
2019
|
246,126
|
-
|
-
|
-
|
-
|
246,126
|
|
|
|
|
|
|
|
|
Mr. Williams ~
Senior Vice President
|
2020
|
236,912
|
69,984
|
-
|
-
|
-
|
306,896
|
|
2019
|
236,912
|
-
|
-
|
-
|
-
|
236,912
|
|
Restricted Stock
Awards
|
|||
Name
|
Number
of
Shares
That
Have
Not
Vested(1)
|
Market Value
of
Shares of
Stock
That Have
Not
Vested
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares That
Have
Not
Vested
|
Equity Incentive
Plan
Awards: Market
Value
of Unearned
Shares
That Have Not
Vested
|
|
|
|
|
|
Mr. Coskey
|
--
|
--
|
--
|
--
|
Mr. Hess(1)
|
10,000
|
$29,500
|
--
|
--
|
Mr. Williams(2)
|
7,500
|
$22,125
|
--
|
--
|
Name
|
Fees Earned or Paid in Cash
($)(1)
|
Stock Awards ($)(2)
|
Option Awards
($)
|
All Other
Compensation ($)
|
Total
|
|
|
|
|
|
|
Randall B.
Hale(3)
|
$34,000
|
$50,000
|
--
|
--
|
$84,000
|
David W.
Gent
|
$30,000
|
$50,000
|
--
|
--
|
$80,000
|
David C.
Roussel
|
$30,000
|
$50,000
|
--
|
--
|
$80,000
|
Kevin M.
Palma
|
--
|
--
|
--
|
--
|
--
|
|
Number of
Securities to be Issued Upon Exercise of Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise
Price of
Outstanding
Options,
Warrants and Rights
|
Number of
Securities Remaining Available for Future Issuance Under Equity
Compensation Plan
|
|
|
|
|
Equity compensation
plans approved by security holders (1)
|
—
|
—
|
478,049
|
|
|
|
|
Equity compensation
plan not approved by security holders
|
—
|
—
|
—
|
Total
|
—
|
—
|
478,049
|
Name of
Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership(1)
|
Percent of
Class(2)
|
|
|
|
Mr.
Coskey
|
8,840,697(3)
|
32.12%
|
Mr.
Gent
|
380,366(4)
|
1.38%
|
Mr.
Roussel
|
340,366(5)
|
1.24%
|
Mr.
Palma
|
44,891(6)
|
*
|
Mr.
Hess
|
325,731(7)
|
1.18%
|
Mr.
Williams
|
52,456(8)
|
*
|
|
|
|
All directors and
executive officers as a group (7 persons)
|
9,984,507(9)
|
36.27%
|
Name and
Address
of Beneficial
Owner
|
Amount and
Nature of
Beneficial
Ownership(1)
|
Percent of
Class(1),(2)
|
|
|
|
Alliance 2000,
Ltd.
c/o 654 N. Sam
Houston Pkwy. E.
Suite
400
Houston, TX
77060-5914
|
8,840,697(3)
|
32.12%
|
NGP Energy
Technology Partners II, L.P.
NGP ETP II,
L.L.C.
Energy Technology
Partners, L.L.C.
Philip J.
Deutch
c/o 1700 K Street
NW, Suite 750Washington, D.C. 20006
|
1,530,128(4)
|
5.56%
|
NorthPointe
Capital, LLC
c/o 101 W. Big
Beaver, Suite 745
Troy, MI
48084
|
1,550,716(5)
|
5.63%
|
|
2020
|
2019
|
|
|
|
Audit
Fees
|
163,000
|
172,000
|
Audit-Related
Fees
|
--
|
--
|
Tax
Fees
|
--
|
--
|
All Other
Fees
|
--
|
--
|
Total
|
163,000
|
172,000
|
|
|
|
|
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 January 29,
2021
|
|
8-K
|
|
3.1
|
|
1/29/2021
|
|
001-14217
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
3.2
|
|
|
8-K
|
|
3.1
|
|
4/15/2016
|
|
001-14217
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
4.1
|
|
Registrant’s
specimen common stock certificate
|
|
S-3
|
|
4.1
|
|
10/31/2005
|
|
333-29336
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
*4.2
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
+10.1
|
|
ENGlobal
Corporation Incentive Bonus Plan Dated effective July 1,
2009
|
|
8-K
|
|
10.1
|
|
8/17/2009
|
|
001-14217
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
+10.2
|
|
Form of
Restricted Stock Unit Award Agreement between Registrant and its
Independent Non-employee Directors
|
|
10-Q
|
|
10.2
|
|
8/11/2008
|
|
001-14217
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
+10.3
|
|
Form of
Restricted Stock Award Agreement of 2009 Equity Incentive Plan
between Registrant and its independent directors
|
|
10-Q
|
|
10.1
|
|
8/10/2009
|
|
001-14217
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
+10.4
|
|
|
8-K
|
|
99.1
|
|
6/14/2010
|
|
001-14217
|
+10.5
|
|
Form of
Indemnification Agreement between Registrant and its Directors and
Executive Officers
|
|
10-Q
|
|
10.1
|
|
8/11/2008
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
+10.6
|
|
ENGlobal
Corporation 2009 Equity Incentive Plan.
|
|
DEF
14A
|
|
Appendix
A
|
|
4/30/2009
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
+10.7
|
|
|
DEF
14A
|
|
Appendix
A
|
|
4/30/2012
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
+10.8
|
|
|
DEF
14A
|
|
Appendix
A
|
|
11/8/2013
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
+10.9
|
|
|
DEF
14A
|
|
Appendix
A
|
|
4/24/2015
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
+10.10
|
|
|
8-K
|
|
10.7
|
|
12/20/2012
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
Lease
Agreement between Oral Roberts University and ENGlobal Engineering,
Inc. dated January 27, 2005
|
|
10-K
|
|
10.11
|
|
3/28/2008
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
First
Amendment to the Lease Agreement between Oral Roberts University
and ENGlobal Engineering, Inc. dated April 5, 2005
|
|
10-K/A
|
|
10.26
|
|
3/29/2007
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
Second
Amendment to the Lease Agreement between Oral Roberts University
and ENGlobal Engineering, Inc. dated June 15, 2005
|
|
10-K/A
|
|
10.27
|
|
3/29/2007
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
Third
Amendment to the Lease Agreement between Oral Roberts University
and ENGlobal Eng Inc. dated December 28, 2005
|
|
10-K/A
|
|
10.28
|
|
3/29/2007
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
Fourth
Amendment to the Lease Agreement between Oral Roberts University
and ENGlobal Eng, Inc. dated February 27, 2006
|
|
10-K/A
|
|
10.29
|
|
3/29/2007
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
Fifth
Amendment to the Lease Agreement between Oral Roberts University
and ENGlobal Engineering, Inc. dated July 28, 2006
|
|
10-K/A
|
|
10.30
|
|
3/29/2007
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
Sixth
Amendment to the Lease agreement between Oral Roberts University
and ENGlobal Engineering, Inc. dated June 20, 2007
|
|
10-K
|
|
10.17
|
|
3/28/2008
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
|
10-K
|
|
10.11
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
|
10-K
|
|
10.12
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
|
10-K
|
|
10.13
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
|
10-Q
|
|
10.2
|
|
11/8/2018
|
|
001-14217
|
10.27
|
|
|
10-K
|
|
10.14
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.28
|
|
|
10-K
|
|
10.15
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.29
|
|
|
10-K
|
|
10.16
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.30
|
|
|
10-K
|
|
10.17
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.31
|
|
|
10-Q
|
|
10.2
|
|
3/5/2010
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.32
|
|
|
10-K
|
|
10.19
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.33
|
|
|
10-Q
|
|
10.1
|
|
11/8/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.34
|
|
|
10-K
|
|
10.20
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.35
|
|
|
10-K
|
|
10.21
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.36
|
|
|
10-K
|
|
10.22
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.37
|
|
|
10-K
|
|
10.23
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
10.38
|
|
|
10-K
|
|
10.24
|
|
3/15/2018
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
|
+10.39
|
|
ENGlobal
U.S. Inc. Redacted Growth Initiative Plan
|
|
10-Q
|
|
10.1
|
|
11/12/2019
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
10.40
|
|
Office
Lease between 700 17th Street,
LLC and ENGlobal U.S. Inc., dated January 23, 2019
|
|
10-Q
|
|
10.1
|
|
5/13/2019
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
10.41
|
|
U.S.
Small Business Administration Note dated as of April 13, 2020, by
ENGlobal Corporation in favor of Origin Bank, as
lender
|
|
8-K
|
|
10.1
|
|
4/16/2020
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
10.42
|
|
Loan
and Security Agreement dated as of May 18, 2020, by and among
ENGlobal Corporation, ENGlobal U.S., Inc., ENGlobal Government
Services, Inc., and Pacific Western Bank, a California bank, as
lender
|
|
8-K
|
|
10.1
|
|
5/26/2020
|
|
001-14217
|
|
|
|
|
|
|
|
|
|
|
|
+10.43
|
|
Amended and Restated ENGlobal Corporation
2009 Equity Incentive Plan
|
|
DEF
14A
|
|
Appendix
A
|
|
4/27/2020
|
|
001-14217
|
|
|
|
|
|
|
|
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|
|
10.44
|
|
At Market Issuance Sales Agreement, dated January 29, 2021, between
ENGlobal Corporation and B. Riley Securities,
Inc.
|
|
S-3
|
|
1.2
|
|
1/29/2021
|
|
333-252572
|
*21.1
|
|
Subsidiaries of the Registrant
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*23.1
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Consent of Moss Adams LLP
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*31.1
|
|
Certification of Chief Executive Officer pursuant to Exchange Act
Rules 13a-14 or 15d-14
|
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*31.2
|
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Certification of Chief Financial Officer pursuant to Exchange Act
Rules 13a-14 or 15d-14
|
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**32.1
|
|
Certification of Chief Executive Officer pursuant to Exchange Act
Rules 13a-14(b) or 15d-14(b) and 18 U.S.C. Section
1350
|
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**32.2
|
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Certification of Chief Financial Officer pursuant to Exchange Act
Rules 13a-14(b) or 15d-14(b) and U.S.C. Section 1350
|
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*101
|
|
Interactive
Data Files.
|
|
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ENGlobal Corporation |
|
|
|
|
|
|
Date: March 11,
2021
|
By:
|
/s/ William A. Coskey
|
|
|
|
William A. Coskey, P.E. |
|
|
|
Chief Executive Officer |
|
|
By:
|
/s/ Mark A. Hess
|
March
11, 2021
|
|
|
Mark A.
Hess
|
|
|
|
Chief
Financial Officer, Treasurer
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
By:
|
/s/ William A. Coskey
|
March
11, 2021
|
|
|
William
A. Coskey, P.E.
|
|
|
|
Chief
Executive Officer,
Chairman
of the Board, Director
(Principal
Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/ David W. Gent
|
March
11, 2021
|
|
|
David
W. Gent, P.E., Director
|
|
|
|
|
|
|
By:
|
/s/ David C. Roussel
|
March
11, 2021
|
|
|
David
C. Roussel, Director
|
|
|
|
|
|
|
By:
|
/s/ Kevin M. Palma
|
March
11, 2021
|
|
|
Kevin
M. Palma, Director
|
|
ENGlobal
U.S., Inc.
|
Incorporated
in the State of Texas
|
|
|
ENGlobal
Government Services, Inc.
|
Incorporated
in the State of Texas
|
Date:
|
March
11, 2021
|
/s/ William A. Coskey
|
|
|
William
A. Coskey
|
|
|
Chief
Executive Officer
|
Date:
|
March
11, 2021
|
/s/ Mark A. Hess
|
|
|
Mark A.
Hess
|
|
|
Chief
Financial Officer
|
Date:
|
March
11, 2021
|
/s/ William A. Coskey
|
|
|
William
A. Coskey
|
|
|
Chief
Executive Officer
|
Date:
|
March
11, 2021
|
/s/ Mark A. Hess
|
|
|
Mark A.
Hess
|
|
|
Chief
Financial Officer
|
Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 26, 2020 |
Mar. 08, 2021 |
Jun. 26, 2020 |
|
Cover [Abstract] | |||
Entity Registrant Name | ENGLOBAL CORP | ||
Entity Central Index Key | 0000933738 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 26, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-26 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | NV | ||
Entity File Number | 001-14217 | ||
Entity Public Float | $ 12,341,255 | ||
Entity Common Stock, Shares Outstanding | 27,526,176 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Dec. 26, 2020 |
Dec. 28, 2019 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Trade receivables, allowances | $ 386 | $ 236 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 27,560,686 | 27,413,626 |
Common stock, shares outstanding | 27,560,686 | 27,413,626 |
Consolidated Statements of Operations - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 26, 2020 |
Dec. 28, 2019 |
|
Income Statement [Abstract] | ||
Operating revenues | $ 64,449 | $ 56,446 |
Operating costs | 55,998 | 48,530 |
Gross profit | 8,451 | 7,916 |
Selling, general and administrative expenses | 8,834 | 9,317 |
Operating loss | (383) | (1,401) |
Other income (expense): | ||
Interest expense, net | (153) | (31) |
Other income, net | 14 | 49 |
Loss before income taxes | (522) | (1,383) |
Provision for federal and state income taxes | (103) | (83) |
Net loss | $ (625) | $ (1,466) |
Basic and diluted loss per common share | $ (0.02) | $ (0.05) |
Basic and diluted weighted average shares used in computing loss per share (in thousands) | 27,474 | 27,414 |
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total |
---|---|---|---|---|
Balance, beginning at Dec. 29, 2018 | $ 27 | $ 36,934 | $ (21,471) | $ 15,490 |
Share-based compensation - employee | 61 | 61 | ||
Stock retired | (61) | (61) | ||
Net loss | (1,466) | (1,466) | ||
Balance, ending at Dec. 28, 2019 | 27 | 36,934 | (22,937) | 14,024 |
Common stock issued | 1 | 1 | ||
Share-based compensation - employee | 223 | 223 | ||
Net loss | (625) | (625) | ||
Balance, ending at Dec. 26, 2020 | $ 28 | $ 37,157 | $ (23,562) | $ 13,623 |
Organization and Basis of Presentation |
12 Months Ended |
---|---|
Dec. 26, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Operations – ENGlobal Corporation is a Nevada corporation formed in 1994. Unless the context requires otherwise, references to “we”, “us”, “our”, “the Company” or “ENGlobal” are intended to mean the consolidated business and operations of ENGlobal Corporation. Our business operations consist of providing engineered modular solutions and professional services related to design, assembly, procurement, maintenance, environmental and other governmental compliance and construction management, primarily with respect to energy sector infrastructure facilities throughout the United States of America (“U.S.”). Please see “Note 14 - Segment Information” for a description of our segments and segment operations.
Basis of Presentation – The accompanying consolidated financial statements and related notes present our consolidated financial position as of December 26, 2020 and December 28, 2019, and the results of our operations, cash flows and changes in stockholders’ equity for the 52 week period ended December 26, 2020 and for the 52 week period ended December 28, 2019. They are prepared in accordance with accounting principles generally accepted in the U.S. Certain amounts for prior periods have been reclassified to conform to the current presentation. In preparing financial statements, management makes informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, management reviews its estimates, including those related to percentage-of-completion contracts in progress, litigation, income taxes, impairment of long-lived assets and fair values. Changes in facts and circumstances or discovery of new information may result in revised estimates. Actual results could differ from these estimates.
|
Accounting Policies and New Accounting Pronouncements |
12 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 26, 2020 | |||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||
Accounting Policies and New Accounting Pronouncements | Consolidation Policy – Our consolidated financial statements include our accounts and those of our wholly-owned subsidiaries.
Fair Value Measurements – Fair value is defined as the amount that would be received for the sale of an asset or paid for the transfer of a liability in an orderly transaction between unrelated third party market participants at the measurement date. In determination of fair value measurements for assets and liabilities we consider the principal, or most advantageous market, and assumptions that market participants would use when pricing the asset or liability.
Cash and cash equivalents – Cash and cash equivalents include all cash on hand, demand deposits and investments with original maturities of three months or less. We consider cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Our cash balance at financial institutions may exceed Federal Deposit Insurance Corporation (“FDIC”) insured amounts from time to time.
Receivables – Our components of trade receivables include amounts billed, amounts unbilled, retainage and allowance for uncollectible accounts. Subject to our allowance for uncollectible accounts, all amounts are believed to be collectible within a year. There are no amounts unbilled representing claims or other similar items subject to uncertainty concerning their determination or ultimate realization. In estimating the allowance for uncollectible accounts, we consider the length of time receivable balances have been outstanding, historical collection experience, current economic conditions and customer specific information. When we ultimately conclude that a receivable is uncollectible, the balance is charged against the allowance for uncollectible accounts.
Concentration of Credit Risk – Financial instruments which potentially subject ENGlobal to concentrations of credit risk consist primarily of trade accounts and notes receivable. Although our services are provided largely to the energy sector, management believes the risk due to this concentration is limited because a significant portion of our services are provided under contracts with major integrated oil and gas companies and other industry leaders. When we enter into contracts with smaller customers, we may incur an increased credit risk.
Our businesses or product lines are largely dependent on a few relatively large customers. Although we believe we have an extensive customer base, the loss of one of these large customers or if such customers were to incur a prolonged period of decline in business, our financial condition and results of operations could be adversely affected. For the year ended December 26, 2020, four customers provided more than 10% each of our consolidated operating revenues (25.1%, 17.9%, 13.9%, and 13.8%). Two customers provided more than 10% each of our consolidated operating revenues for the year ended December 28, 2019 (23.3% and 18.3%). Amounts included in trade receivables related to these customers totaled $0.0 million, $0.6 million, $0.8 million, and $1.5 million, respectively, at December 26, 2020 and $0.2 million and $0.7 million, respectively, at December 28, 2019.
We extend credit to customers in the normal course of business. We have established various procedures to manage our credit exposure, including initial credit approvals, credit limits and terms, letters of credit, and occasionally through rights of offset. We also use prepayments and guarantees to limit credit risk to ensure that our established credit criteria are met. Our most significant exposure to credit risks relates to situations under which we provide services early in the life of a project that is dependent on financing. Risks increase in times of general economic downturns and under conditions that threaten project feasibility.
Property and Equipment – Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated service lives of our asset groups are as follows:
Leasehold improvements are amortized over the remaining term of the related lease. See Note 4 for details related to property and equipment and related depreciation. Expenditures for maintenance and repairs are expensed as incurred. Upon disposition or retirement of property and equipment, any gain or loss is charged to operations.
Goodwill – Goodwill represents the excess of the purchase price of acquisitions over the fair value of the net assets acquired and liabilities assumed. Goodwill is not amortized but rather is tested and assessed for impairment annually, or more frequently if certain events or changes in circumstance indicate the carrying amount may exceed fair value. The annual test for goodwill impairment is performed in the fourth quarter of each year.
In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The standard simplifies the subsequent measurement of goodwill by removing the requirement to perform a hypothetical purchase price allocation to compute the implied fair value of goodwill to measure impairment. Instead, goodwill impairment is measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The standard also clarifies the treatment of the income tax effect of tax-deductible goodwill when measuring goodwill impairment loss. This standard is effective for annual or any interim goodwill impairment test in fiscal years beginning after December 15, 2019, with early adoption permitted for impairment tests performed after January 1, 2017. The Company early adopted ASU 2017-04 on December 29, 2018, the last day of its fiscal 2018 year.
The Company compares its fair value of a reporting unit and the carrying value of the reporting unit to measure goodwill impairment loss as required by ASU 2017-04. Fair value was determined by applying a historical earnings multiple times the cash flow of the operating unit after allocation of certain corporate overhead.
We performed a qualitative assessment of goodwill for each of the years ended December 26, 2020 and December 28, 2019. This assessment indicated that there was no impairment of goodwill for the years ended December 26, 2020 and December 28, 2019.
Impairment of Long-Lived Assets – We review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of long-lived assets is measured by comparison the future undiscounted cash flows expected to result from the use and eventual disposition of the asset to the carrying value of the asset. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions. If the carrying amount is not recoverable, an impairment loss is measured as the excess of the asset’s carrying value over its fair value. We assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales, internally developed discounted cash flow analysis and analysis from outside advisors. During 2020 and 2019 there were no events or changes in circumstances that indicated that the carrying amount of our assets may not be recoverable.
Revenue Recognition – Our revenue is comprised of engineering, procurement and construction management services and sales of fabricated systems and integrated control systems that we design and assemble. The majority of our services are provided under time-and-material contracts. Some time-and-material contracts may have limits not to exceed. Revenue is not recognized over these limits until authorization by the client has been received.
A majority of sales of fabrication and assembled systems are under fixed-price contracts. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
We generally recognize revenue over time as we perform because of continuous transfer of control to the customer. Our customer typically controls the work in process as evidenced either by contractual termination clauses or by our rights to payment for work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to the Company. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or service to be provided, which measures the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. We generally use the cost-to-cost method on the labor portion of a project for revenue recognition to measure progress of our contracts because it best depicts the transfer of control to the customer which occurs as we consume the materials on the contracts. Therefore, revenues and estimated profits are recorded proportionally as labor costs are incurred.
Under the typical payment terms of our fixed-price contracts, the customer pays us progress payments. These progress payments are based on quantifiable measures of performance or on the achievement of specified events or milestones. The customer may retain a small portion of the contract price until completion of the contract. Revenue recognized in excess of billings is recorded as a contract asset on the balance sheet. Amounts billed and due from our customers are classified as receivables on the balance sheet. The portion of the payments retained by the customer until final contract settlement is not considered a significant financing component because the intent is to protect the customer should we fail to adequately complete some or all of our obligations under the contract. For some contracts we may receive advance payments from the customer. We record a liability for these advance payments in contract liabilities on the balance sheet. The advance payment typically is not considered a significant financing component because it is used to meet working capital demand that can be higher in the early stages of a contract and to protect us from the other party failing to adequately complete some or all of its obligations under the contract.
To determine proper revenue recognition for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single performance obligation or whether a single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate a single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. For most of our contracts, we provide a significant service of integrating a complex set of tasks and components into a single project. Hence, the entire contract is accounted for as one performance obligation. Less commonly, we may provide distinct goods or services within a contract in which case we separate the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling price of the promised goods or services underlying each performance obligation and use the expected cost plus margin approach to estimate the standalone selling price of each performance obligation. Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex, subject to variables and requires significant judgment. We estimate variable consideration at the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us.
Contracts are often modified to account for changes in contract specifications and requirements. We consider contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of our contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase or a reduction of revenue) on a cumulative catch-up basis.
We have a standard, monthly process in which management reviews the progress and execution of our performance obligations. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenues and costs. The risks and opportunities include management’s judgment about the ability and cost to achieve the schedule, technical requirements, and other contractual requirements. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation, execution by our subcontractors, the availability and timing of funding from our customer and overhead cost rates, among other variables.
Based on this analysis, any adjustments to revenue, operating costs and the related impact to operating income are recognized as necessary in the period they become known. These adjustments may result from positive performance and may result in an increase in operating income during the performance of individual performance obligations if we determine we will be successful in mitigating risks surrounding the technical, schedule and cost aspects of those performance obligations or realizing related opportunities. When estimates of total costs to be incurred exceed total estimates to be earned, a provision for the entire loss on the performance obligation is recognized in the period the loss is estimated. Likewise, these adjustments may result in a decrease in operating income if we determine we will not be successful in mitigating these risks or realizing related opportunities. Changes in estimates of net revenue, operating costs and the related impact to operating income are recognized monthly on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a performance obligation’s percentage of completion. A significant change in one or more of these estimates could affect the profitability of one or more of our performance obligations.
Incremental Costs – Our incremental costs of obtaining a contract, which may consist of sales commission and proposal costs, are reviewed and those costs that are immaterial to the financial statements are expensed as they occur. Those costs that are deemed to be material to the contract are deferred and amortized over the period of contract performance. We classify incremental costs as current or noncurrent based on the timing of when we expect to recognize the expense. The current and noncurrent portions of incremental costs are included in prepaid expenses and other current assets and other assets, net, respectively in our consolidated balance sheet. We had no incremental costs that met our materiality threshold in 2020 or 2019.
Income Taxes – We account for deferred income taxes in accordance with FASB ASC Topic 740 “Income Taxes” (“ASC 740”), which provides for recording deferred taxes using an asset and liability method. We recognize deferred tax assets and liabilities based on differences between the financial statement carrying amounts and the tax bases of assets and liabilities including net operating loss and tax credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The provision for income taxes represents the current taxes payable or refundable for the period plus or minus the tax effect of the net change in the deferred tax assets and liabilities during the period. Tax law and rate changes are reflected in income in the period such changes are enacted.
A valuation allowance is recorded to reduce previously recorded tax assets when it becomes more-likely-than-not such asset will not be realized. We evaluate the realizability of deferred tax assets based on all available evidence, both positive and negative, regarding historical operating results, including the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused.
We account for uncertain tax positions in accordance with ASC 740. When uncertain tax positions exist, we recognize the tax benefit of the tax positions to the extent that the benefit will more-likely-than-not be realized. The determination as to whether the tax benefit will more-likely-than-not be realized is based upon technical merits of the tax positions as well as consideration of the available facts and circumstances. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes.
Earnings per Share – Our basic earnings per share (“EPS”) amounts have been computed based on the weighted average number of shares of common stock outstanding for the period. Diluted EPS amounts include the effect of common stock equivalents associated with outstanding stock options, restricted stock awards and restricted stock units, if including such potential shares of common stock is dilutive. We only had restricted stock awards outstanding during 2020.
Treasury Stock – We use the cost method to record treasury stock purchases whereby the entire cost of the acquired shares of our common stock is recorded as treasury stock (at cost). When we subsequently retire these shares, the cost of the shares acquired are recorded in common stock and additional paid-in capital. All shares acquired during 2019 were retired.
Stock–Based Compensation – We have issued stock-based compensation in the form of non-vested restricted stock awards to directors, employees and officers. We apply the provisions of ASC Topic 718 “Compensation - Stock Compensation” (“ASC 718”) and recognize compensation expense over the applicable service for all stock-based compensation based on the grant date fair value of the award.
The Company accounts for restricted stock awards granted to consultants using the accounting guidance included in ASC 505-50 “Equity-Based Payments to Non-Employees” (“ASC 505-50”). All transactions in which services are received in exchange for share-based awards are accounted for based on the fair value of the consideration received or the fair value of the awards issued, whichever is more reliably measurable. Share-based compensation is measured at fair value at the earlier of the commitment date or the date the services are completed.
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Detail of Certain Balance Sheet Accounts |
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Balance Sheet Related Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Detail of Certain Balance Sheet Accounts | The components of trade receivables, net as of December 26, 2020 and December 28, 2019, are as follows (amounts in thousands):
The components of prepaid expense and other current assets are as follows as of December 26, 2020 and December 28, 2019 (amounts in thousands):
The components of other current liabilities are as follows as of December 26, 2020 and December 28, 2019 (amounts in thousands):
Our accrual for known contingencies includes litigation accruals, if any. See “Note 15 – Commitments and Contingencies” for further information.
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Property and Equipment |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment | Property and equipment consist of the following at December 26, 2020 and December 28, 2019 (amounts in thousands):
Depreciation expense was $0.4 million and $0.3 million for the years ended December 26, 2020 and December 28, 2019, respectively. During the year ended December 28, 2019, we disposed of $4.9 million of assets in connection with relocating several of our offices and upgrading our IT equipment in several locations. There was no gain or loss associated with these disposals due to the assets being fully depreciated. The $4.9 million total consisted of $1.6 million of leasehold improvements, $0.1 million of furniture and fixtures, $0.2 million of machinery and equipment, and $3.0 million of computer equipment and software.
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Revenue Recognition |
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Revenue from Contract with Customer [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Recognition | Our revenue by contract type was as follows (amounts in thousands):
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Contracts |
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Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contracts | Costs, estimated earnings, and billings on uncompleted contracts consist of the following at December 26, 2020 and December 28, 2019 (amounts in thousands):
Revenue on fixed-price contracts is recorded primarily using the percentage-of-completion (cost-to-cost) method. Revenue and gross margin on fixed-price contracts are subject to revision throughout the lives of the contracts and any required adjustments are made in the period in which the revisions become known. To manage unknown risks, management may use contingency amounts to increase the estimated costs, therefore, lowering the earned revenues until the risks are better identified and quantified or have been mitigated. We had $0.2 million in contingency amounts as of December 26, 2020 and had $0.9 million in contingency amounts as of December 28, 2019. Losses on contracts are recorded in full as they are identified.
We recognize service revenue as soon as the services are performed. For clients that we consider higher risk, due to past payment history or history of not providing written work authorizations, we have deferred revenue recognition until we receive either a written authorization or a payment. We had $0.3 million in deferred revenue for the year ended December 26, 2020 and $0.2 million for the year ended December 28, 2019. This deferred revenue represents work on not to exceed contracts that has been performed but has not been billed or been recorded as revenue due to our revenue recognition policies as the work was performed outside the contracted amount without obtaining proper work order changes. It is uncertain as to whether these revenues will eventually be recognized by us or the proceeds collected. The costs associated with these billings have been expensed as incurred.
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Debt |
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Debt | The components of debt were as follows (amounts in thousands):
Interest Rate: The interest rate on the PPP Loan is 1% per year.
Potential PPP Loan Forgiveness: Under the PPP, the Company may apply for forgiveness of the amount due on the PPP Loan in an amount equal to the sum of the following costs incurred during the covered period beginning on the date of the first disbursement of the PPP Loan: (a) payroll costs, (b) any payment of interest on a covered obligation (which shall not include any prepayment of or payment of principal on a covered mortgage obligation), (c) any payment on a covered rent obligation, and (d) any covered utility payment, calculated in accordance with the terms of the CARES Act.
We have elected to utilize a 24-week covered period as allowed by the Paycheck Protection Program Flexibility Act (“PPPFA”) enacted on June 5, 2020. When applying for PPP Loan forgiveness, we have the option to increase the repayment period for any unforgiven portion of the PPP Loan to five years as permitted under the PPPFA.
We have calculated qualified forgivable expenses in excess of our PPP Loan amount. Although we expect the full PPP Loan amount to be forgiven, we cannot guarantee our forgiveness application will be accepted allowing for a fully forgiven loan.
Set forth below are certain of the material terms of the Revolving Credit Facility:
Credit Limit: The credit limit is an amount equal to the lesser of (a) the Maximum Credit Limit and (b) the sum of (i) 85% of the Borrowers’ Eligible Accounts (as defined in the Revolving Credit Facility), plus (ii) the lesser of (A) 75% of the Borrowers’ Eligible Unbilled Accounts (as defined in the Revolving Credit Facility), or (B) $3,000,000 plus (iii) the lesser of (A) 20% of Borrowers’ Eligible Fixed Price Accounts, or (B) $250,000. As of December 26, 2020, the credit limit under the Revolving Credit Facility was $2.4 million.
Interest: Any Loans will bear interest at a rate per annum equal to the Prime rate (defined as the rate announced as the “prime rate” or “bank prime rate” in the Western Edition of the Wall Street Journal) plus 2.0%; provided that interest will not be less than $7,500 per month.
Collateral: Lender receives a first priority lien on all assets of the Borrowers, including accounts receivable, inventory, equipment, deposit accounts, general intangibles and investment property.
Maturity: The maturity date is May 20, 2023 and shall be automatically extended for additional periods of one-year each, if written notice of termination is not given by one party to the other at least thirty days prior to the maturity date.
Loan Fee: The Borrowers will pay to Lender a loan fee of 1.00% of the Maximum Credit Limit at the time of funding and annually thereafter on the anniversary date of the initial funding.
Termination Fee: In the event the Borrowers terminate the Revolving Credit Facility prior to the maturity date, the Borrowers will pay to Lender a termination fee of (i) 2.00% of the Maximum Credit Limit, if the termination occurs on or prior to the first anniversary of the Closing Date, (ii) 1.00% of the Maximum Credit Limit, if the termination occurs after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date and (iii) 0.05% of the Maximum Credit Limit, if the termination occurs after the second anniversary of the Closing Date.
Covenants: The Revolving Credit Facility requires the Borrowers to comply with certain customary affirmative covenants, and negative covenants that, among other things, restrict, subject to certain exceptions, the ability of the Borrowers to engage in mergers, acquisitions or other transactions outside of the ordinary course of business, make loans or investments, incur indebtedness, pay dividends or repurchase stock, or engage in affiliate transactions. The Revolving Credit Facility does not require the Borrowers to comply with any financial covenants.
The future scheduled maturities of our debt are (amounts in thousands):
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Leases |
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Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 components of lease expense were as follows (amounts in thousands):
Supplemental balance sheet information related to leases was as follows (amounts in thousands):
The weighted average remaining lease term and weighted average discount rate were as follows:
Maturities of operating lease liabilities as of December 26, 2020 are as follows (dollars in thousands):
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Employee Benefit Plans |
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Dec. 26, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | ENGlobal sponsors a 401(k) profit sharing plan for its employees. The Company, at the direction of the Board of Directors, may make discretionary contributions. Our employees may elect to make contributions pursuant to a salary reduction agreement upon meeting age and length-of-service requirements. The Company does not currently match employees’ deferrals. The match was suspended beginning December 30, 2018 and no contributions were made during the years ended December 26, 2020 and December 28, 2019.
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Stock Compensation Plans |
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Share-based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Compensation Plans | The Company’s Amended and Restated 2009 Equity Incentive Plan (the “Equity Plan,” or the “Plan”), currently provides for the aggregate issuance of up to 625,109 shares of common stock. The Equity Plan provides for grants of non-statutory options, incentive stock options, restricted stock awards, performance shares, performance units, restricted stock units and other stock-based awards, in order to enhance the ability of ENGlobal to motivate current employees, to attract employees of outstanding ability and to provide for grants to be made to non-employee directors. At December 26, 2020, 478,049 shares of common stock are available to be issued pursuant to the Equity Plan.
We recognized non-cash stock-based compensation expense related to our Equity Plan of $0.2 million for the year ended December 26, 2020 and $0.1 million for the year ended December 28, 2019.
Restricted Stock Awards – Restricted stock awards granted to non-employee directors are intended to compensate and retain the directors over the one-year service period commencing July 1 of the year of service. These awards generally vest in quarterly installments beginning September 30th of the year of grant, so long as the grantee continues to serve as a director of the Company as of each vesting date. The Company had delayed the vesting of restricted stock awards made in 2017; these awards were vested in full during the year ended December 26, 2020. Restricted stock awards granted to employees generally vest in four equal annual installments on the anniversary date of grant, so long as the grantee remains employed full-time with us as of each vesting date. Shares are generally issued from new shares at the time of grant. The grant-date fair value of restricted stock grants is determined using the closing quoted market price on the grant date.
The following is a summary of the status of our restricted stock awards and of changes in restricted stock outstanding for the year ended December 26, 2020:
As of December 26, 2020, there was $0.2 million of total unrecognized compensation cost related to unvested restricted stock awards which is expected to be recognized over a weighted-average period of 1 year. During the year ended December 26, 2020, the Company granted the following restricted stock awards.
During the year ended December 28, 2019, the Company granted the following restricted stock awards.
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Treasury Stock |
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Dec. 26, 2020 | |
Equity [Abstract] | |
Treasury Stock | On April 21, 2015, we announced that the Board of Directors had authorized the repurchase of up to $2.0 million of our common stock from time to time through open market or privately negotiated transactions, based on prevailing market conditions. We are 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 December 26, 2020, the Company had purchased and retired 1,290,460 shares for $1.6 million under this program. The stock repurchase program was suspended from May 16, 2017 and was reinstated on December 19, 2018. During the year ended December 28, 2019, we purchased and retired 77,687 shares at a cost of $61 thousand. No shares were repurchased during the year ended December 26, 2020. Management does not intend to repurchase any shares in the near future.
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Redeemable Preferred Stock |
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Dec. 26, 2020 | |
Equity [Abstract] | |
Redeemable Preferred Stock | We are authorized to issue 2,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). The Board of Directors has the authority to approve the issuance of all or any of these shares of the Preferred Stock in one or more series, to determine the number of shares constituting any series and to determine any voting powers, conversion rights, dividend rights and other designations, preferences, limitations, restrictions and rights relating to such shares. While there are no current plans to issue the Preferred Stock, it was authorized in order to provide the Company with flexibility to take advantage of contingencies such as favorable acquisition opportunities.
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Federal and State Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Federal and State Income Taxes | The components of our income tax expense for the years ended December 26, 2020 and December 28, 2019 were as follows (amounts in thousands):
The following is a reconciliation of expected income tax benefit to actual income tax expense for the years ended December 26, 2020 and December 28, 2019 (amounts in thousands):
The components of the deferred tax asset (liability) consisted of the following at December 26, 2020 and December 28, 2019 (amounts in thousands):
We account for uncertain tax positions in accordance with ASC 740. When uncertain tax positions exist, we recognize the tax benefit of the tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon technical merits of the tax positions as well as consideration of the available facts and circumstances. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of December 26, 2020 and December 28, 2019, we do not have any significant uncertain tax positions.
We record a valuation allowance to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character and in the related jurisdiction in the future. In evaluating our ability to recover our deferred tax assets, we consider the available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of pretax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment. During 2017, after evaluating all available evidence, we recorded a valuation allowance on all net deferred tax assets.
For the year ended December 26, 2020, we recognized a total income tax expense of $103 thousand on a pretax book loss of $0.5 million compared to an income tax expense of $83 thousand on a pretax book loss of $1.3 million for the year ended December 28, 2019. As a result of permanent difference add-backs to taxable income related to meals and entertainment, the tax expense increased by $29 thousand which decreased the effective tax rate by 5.5%. An increase of $84 thousand in the valuation allowance decreased the effective tax rate by 16.1%. State income tax (net of Federal) expense in the amount of $83 thousand decreased the effective tax rate by 15.8% mainly due to Texas margins tax. Federal and state tax true-ups increased tax expense in the amount of $36 thousand and decreased the effective tax rate by 6.8%. An effect of rate change due to state tax increased tax expense by $19 thousand and decreased the effective rate by 3.6%.
As of December 26, 2020, the Company has a gross federal net operating loss carry-forward of approximately $31.4 million, which will begin to expire in 2032. Under the Tax Cuts and Jobs Act of 2017 ("TCJA"), net operating losses ("NOLs") generated in tax year 2018 and forward have an indefinite carryforward but are limited to 80% of taxable income when utilized. For NOLs incurred in tax year 2017 and prior, the limitation to 80% of taxable income does not apply, but the NOLs are subject to expiration. The provisions were subsequently amended further under the CARES Act on March 27, 2020. The CARES Act amended the net operating loss provisions in the 2017 Tax Cuts and Jobs Act (“TCJA”) and allows for the carryback of NOLs arising in the taxable years ending December 31, 2017 and before January 1, 2021, to each of the five taxable years preceding the taxable year of the loss. Additionally, the 80% limitation related to application of NOLs towards current federal taxable income has been removed for taxable years prior to January 1, 2021; thereby allowing 100% of the NOL to be applied to federal taxable income.
As of December 26, 2020, the Company has federal research and development tax credit carryforwards of approximately $1.07 million available to reduce future tax liabilities. The research and development tax credit will begin to expire in 2030. The Company has foreign tax credit carryforwards of approximately $900 thousand which will begin to expire in 2025. Additionally under the TCJA, alternative minimum tax ("AMT") was repealed for corporations and any unutilized AMT credits have become refundable. The Company received the remaining AMT refundable credit in 2020.
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Segment Information |
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information | Reporting Segments
Our segments are strategic business units that offer different services and products and therefore require different marketing and management strategies. Separate operational leaders are in charge of our engineering offices and our automation offices, including the office that contracts with government agencies. The operating performance of our segments is regularly reviewed with the operational leaders of the two segments, the chief executive officer (“CEO”), the chief financial officer (“CFO”) and others. This group represents the chief operating decision maker (“CODM”) for ENGlobal.
Our corporate and other expenses that do not individually meet the criteria for segment reporting are reported separately as Corporate expenses.
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 of the energy industry 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.
Sales, operating income, identifiable assets, capital expenditures and depreciation 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 include 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 years ended December 26, 2020 and December 28, 2019 is as follows (amounts in thousands):
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Commitments and Contingencies |
12 Months Ended |
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Dec. 26, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Employment Agreements
We have employment agreements with certain of our executive and other officers with severance terms ranging from six to twelve months. Such agreements provide for minimum salary levels. If employment is terminated for any reason other than 1) termination for cause, 2) voluntary resignation or 3) the employee’s death, we are obligated to provide a severance benefit equal to six months of the employee’s salary, and, at our option, an additional six months at 50% of the employee’s salary in exchange for an extension of a non-competition agreement. The terms of these agreements include evergreen provisions allowing for automatic renewal. No liability is recorded for our obligations under employment agreements as the amounts that will ultimately be paid cannot be reasonably estimated.
Litigation
From time to time, ENGlobal or one or more of its subsidiaries may be involved in various legal proceedings or may be 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. As of the date of this filing, management is not aware of any such claims against the Company or any subsidiary business entity.
Insurance
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.
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Subsequent Events |
12 Months Ended |
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Dec. 26, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | The Company has evaluated subsequent events through the date these financial statements were issued. The Company determined there were no events, other than as described below, that required disclosure or recognition in these financial statements.
PPP Forgiveness
On November 30, 2020, our lender, Origin Bank, transmitted our PPP Loan forgiveness application to the U.S. Small Business Administration. We have not received a forgiveness decision on our PPP Loan.
At The Market Offering
On January 29, 2021, the Company filed a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (the “SEC”) (the “Registration Statement”), pursuant to which the Company may offer and sell, at its option, securities having an aggregate offering price of up to $100 million. On the same date, the Company entered into an at market issuance sales agreement with B. Riley Securities, Inc. (“B. Riley”), pursuant to which the Company may offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $25 million (the “Placement Shares”), to or through B. Riley, as sales agent (the “Sales Agreement”), from time to time, in an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended) of the Placement Shares (the “ATM Offering”). The Registration Statement includes a base prospectus (the “Base Prospectus”) and a sales agreement prospectus relating to the ATM Offering, specifically relating to the sale of the Placement Shares under the Sales Agreement (the “ATM Prospectus,” and collectively with the Base Prospectus, the “Prospectus”) both of which form part of the Registration Statement. The Company is not obligated to make any sales of Placement Shares under the Sales Agreement and any determination by the Company to do so will be dependent, among other things, on market conditions and the Company’s capital raising needs. The Registration Statement has not yet become effective and these securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective.
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Accounting Policies and New Accounting Pronouncements (Policies) |
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Dec. 26, 2020 | |||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||
Consolidation Policy | Consolidation Policy – Our consolidated financial statements include our accounts and those of our wholly-owned subsidiaries.
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Fair Value Measurements | Fair Value Measurements – Fair value is defined as the amount that would be received for the sale of an asset or paid for the transfer of a liability in an orderly transaction between unrelated third party market participants at the measurement date. In determination of fair value measurements for assets and liabilities we consider the principal, or most advantageous market, and assumptions that market participants would use when pricing the asset or liability.
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Cash and Cash Equivalents | Cash and cash equivalents – Cash and cash equivalents include all cash on hand, demand deposits and investments with original maturities of three months or less. We consider cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Our cash balance at financial institutions may exceed Federal Deposit Insurance Corporation (“FDIC”) insured amounts from time to time.
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Receivables | Receivables – Our components of trade receivables include amounts billed, amounts unbilled, retainage and allowance for uncollectible accounts. Subject to our allowance for uncollectible accounts, all amounts are believed to be collectible within a year. There are no amounts unbilled representing claims or other similar items subject to uncertainty concerning their determination or ultimate realization. In estimating the allowance for uncollectible accounts, we consider the length of time receivable balances have been outstanding, historical collection experience, current economic conditions and customer specific information. When we ultimately conclude that a receivable is uncollectible, the balance is charged against the allowance for uncollectible accounts.
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Concentration of Credit Risk | Concentration of Credit Risk – Financial instruments which potentially subject ENGlobal to concentrations of credit risk consist primarily of trade accounts and notes receivable. Although our services are provided largely to the energy sector, management believes the risk due to this concentration is limited because a significant portion of our services are provided under contracts with major integrated oil and gas companies and other industry leaders. When we enter into contracts with smaller customers, we may incur an increased credit risk.
Our businesses or product lines are largely dependent on a few relatively large customers. Although we believe we have an extensive customer base, the loss of one of these large customers or if such customers were to incur a prolonged period of decline in business, our financial condition and results of operations could be adversely affected. For the year ended December 26, 2020, four customers provided more than 10% each of our consolidated operating revenues (25.1%, 17.9%, 13.9%, and 13.8%). Two customers provided more than 10% each of our consolidated operating revenues for the year ended December 28, 2019 (23.3% and 18.3%). Amounts included in trade receivables related to these customers totaled $0.0 million, $0.6 million, $0.8 million, and $1.5 million, respectively, at December 26, 2020 and $0.2 million and $0.7 million, respectively, at December 28, 2019.
We extend credit to customers in the normal course of business. We have established various procedures to manage our credit exposure, including initial credit approvals, credit limits and terms, letters of credit, and occasionally through rights of offset. We also use prepayments and guarantees to limit credit risk to ensure that our established credit criteria are met. Our most significant exposure to credit risks relates to situations under which we provide services early in the life of a project that is dependent on financing. Risks increase in times of general economic downturns and under conditions that threaten project feasibility.
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Property and Equipment | Property and Equipment – Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated service lives of our asset groups are as follows:
Leasehold improvements are amortized over the remaining term of the related lease. See Note 4 for details related to property and equipment and related depreciation. Expenditures for maintenance and repairs are expensed as incurred. Upon disposition or retirement of property and equipment, any gain or loss is charged to operations.
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Goodwill | Goodwill – Goodwill represents the excess of the purchase price of acquisitions over the fair value of the net assets acquired and liabilities assumed. Goodwill is not amortized but rather is tested and assessed for impairment annually, or more frequently if certain events or changes in circumstance indicate the carrying amount may exceed fair value. The annual test for goodwill impairment is performed in the fourth quarter of each year.
In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The standard simplifies the subsequent measurement of goodwill by removing the requirement to perform a hypothetical purchase price allocation to compute the implied fair value of goodwill to measure impairment. Instead, goodwill impairment is measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The standard also clarifies the treatment of the income tax effect of tax-deductible goodwill when measuring goodwill impairment loss. This standard is effective for annual or any interim goodwill impairment test in fiscal years beginning after December 15, 2019, with early adoption permitted for impairment tests performed after January 1, 2017. The Company early adopted ASU 2017-04 on December 29, 2018, the last day of its fiscal 2018 year.
The Company compares its fair value of a reporting unit and the carrying value of the reporting unit to measure goodwill impairment loss as required by ASU 2017-04. Fair value was determined by applying a historical earnings multiple times the cash flow of the operating unit after allocation of certain corporate overhead.
We performed a qualitative assessment of goodwill for each of the years ended December 26, 2020 and December 28, 2019. This assessment indicated that there was no impairment of goodwill for the years ended December 26, 2020 and December 28, 2019.
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Impairment of Long-lived Assets | Impairment of Long-Lived Assets – We review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of long-lived assets is measured by comparison the future undiscounted cash flows expected to result from the use and eventual disposition of the asset to the carrying value of the asset. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions. If the carrying amount is not recoverable, an impairment loss is measured as the excess of the asset’s carrying value over its fair value. We assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales, internally developed discounted cash flow analysis and analysis from outside advisors. During 2020 and 2019 there were no events or changes in circumstances that indicated that the carrying amount of our assets may not be recoverable.
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Revenue Recognition | Revenue Recognition – Our revenue is comprised of engineering, procurement and construction management services and sales of fabricated systems and integrated control systems that we design and assemble. The majority of our services are provided under time-and-material contracts. Some time-and-material contracts may have limits not to exceed. Revenue is not recognized over these limits until authorization by the client has been received.
A majority of sales of fabrication and assembled systems are under fixed-price contracts. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
We generally recognize revenue over time as we perform because of continuous transfer of control to the customer. Our customer typically controls the work in process as evidenced either by contractual termination clauses or by our rights to payment for work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to the Company. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or service to be provided, which measures the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. We generally use the cost-to-cost method on the labor portion of a project for revenue recognition to measure progress of our contracts because it best depicts the transfer of control to the customer which occurs as we consume the materials on the contracts. Therefore, revenues and estimated profits are recorded proportionally as labor costs are incurred.
Under the typical payment terms of our fixed-price contracts, the customer pays us progress payments. These progress payments are based on quantifiable measures of performance or on the achievement of specified events or milestones. The customer may retain a small portion of the contract price until completion of the contract. Revenue recognized in excess of billings is recorded as a contract asset on the balance sheet. Amounts billed and due from our customers are classified as receivables on the balance sheet. The portion of the payments retained by the customer until final contract settlement is not considered a significant financing component because the intent is to protect the customer should we fail to adequately complete some or all of our obligations under the contract. For some contracts we may receive advance payments from the customer. We record a liability for these advance payments in contract liabilities on the balance sheet. The advance payment typically is not considered a significant financing component because it is used to meet working capital demand that can be higher in the early stages of a contract and to protect us from the other party failing to adequately complete some or all of its obligations under the contract.
To determine proper revenue recognition for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single performance obligation or whether a single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate a single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. For most of our contracts, we provide a significant service of integrating a complex set of tasks and components into a single project. Hence, the entire contract is accounted for as one performance obligation. Less commonly, we may provide distinct goods or services within a contract in which case we separate the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling price of the promised goods or services underlying each performance obligation and use the expected cost plus margin approach to estimate the standalone selling price of each performance obligation. Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex, subject to variables and requires significant judgment. We estimate variable consideration at the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us.
Contracts are often modified to account for changes in contract specifications and requirements. We consider contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of our contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase or a reduction of revenue) on a cumulative catch-up basis.
We have a standard, monthly process in which management reviews the progress and execution of our performance obligations. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenues and costs. The risks and opportunities include management’s judgment about the ability and cost to achieve the schedule, technical requirements, and other contractual requirements. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation, execution by our subcontractors, the availability and timing of funding from our customer and overhead cost rates, among other variables.
Based on this analysis, any adjustments to revenue, operating costs and the related impact to operating income are recognized as necessary in the period they become known. These adjustments may result from positive performance and may result in an increase in operating income during the performance of individual performance obligations if we determine we will be successful in mitigating risks surrounding the technical, schedule and cost aspects of those performance obligations or realizing related opportunities. When estimates of total costs to be incurred exceed total estimates to be earned, a provision for the entire loss on the performance obligation is recognized in the period the loss is estimated. Likewise, these adjustments may result in a decrease in operating income if we determine we will not be successful in mitigating these risks or realizing related opportunities. Changes in estimates of net revenue, operating costs and the related impact to operating income are recognized monthly on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a performance obligation’s percentage of completion. A significant change in one or more of these estimates could affect the profitability of one or more of our performance obligations.
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Incremental Costs | Incremental Costs – Our incremental costs of obtaining a contract, which may consist of sales commission and proposal costs, are reviewed and those costs that are immaterial to the financial statements are expensed as they occur. Those costs that are deemed to be material to the contract are deferred and amortized over the period of contract performance. We classify incremental costs as current or noncurrent based on the timing of when we expect to recognize the expense. The current and noncurrent portions of incremental costs are included in prepaid expenses and other current assets and other assets, net, respectively in our consolidated balance sheet. We had no incremental costs that met our materiality threshold in 2020 or 2019.
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Income Taxes | Income Taxes – We account for deferred income taxes in accordance with FASB ASC Topic 740 “Income Taxes” (“ASC 740”), which provides for recording deferred taxes using an asset and liability method. We recognize deferred tax assets and liabilities based on differences between the financial statement carrying amounts and the tax bases of assets and liabilities including net operating loss and tax credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The provision for income taxes represents the current taxes payable or refundable for the period plus or minus the tax effect of the net change in the deferred tax assets and liabilities during the period. Tax law and rate changes are reflected in income in the period such changes are enacted.
A valuation allowance is recorded to reduce previously recorded tax assets when it becomes more-likely-than-not such asset will not be realized. We evaluate the realizability of deferred tax assets based on all available evidence, both positive and negative, regarding historical operating results, including the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused.
We account for uncertain tax positions in accordance with ASC 740. When uncertain tax positions exist, we recognize the tax benefit of the tax positions to the extent that the benefit will more-likely-than-not be realized. The determination as to whether the tax benefit will more-likely-than-not be realized is based upon technical merits of the tax positions as well as consideration of the available facts and circumstances. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes.
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Earnings Per Share | Earnings per Share – Our basic earnings per share (“EPS”) amounts have been computed based on the weighted average number of shares of common stock outstanding for the period. Diluted EPS amounts include the effect of common stock equivalents associated with outstanding stock options, restricted stock awards and restricted stock units, if including such potential shares of common stock is dilutive. We only had restricted stock awards outstanding during 2020.
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Treasury Stock | Treasury Stock – We use the cost method to record treasury stock purchases whereby the entire cost of the acquired shares of our common stock is recorded as treasury stock (at cost). When we subsequently retire these shares, the cost of the shares acquired are recorded in common stock and additional paid-in capital. All shares acquired during 2019 were retired.
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Stock-Based Compensation | Stock–Based Compensation – We have issued stock-based compensation in the form of non-vested restricted stock awards to directors, employees and officers. We apply the provisions of ASC Topic 718 “Compensation - Stock Compensation” (“ASC 718”) and recognize compensation expense over the applicable service for all stock-based compensation based on the grant date fair value of the award.
The Company accounts for restricted stock awards granted to consultants using the accounting guidance included in ASC 505-50 “Equity-Based Payments to Non-Employees” (“ASC 505-50”). All transactions in which services are received in exchange for share-based awards are accounted for based on the fair value of the consideration received or the fair value of the awards issued, whichever is more reliably measurable. Share-based compensation is measured at fair value at the earlier of the commitment date or the date the services are completed.
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Accounting Policies and New Accounting Pronouncements (Tables) |
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Dec. 26, 2020 | |||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||
Estimated useful lives of assets |
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Detail of Certain Balance Sheet Accounts (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 26, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Trade receivables |
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Prepaid expenses and other current assets |
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Other current liabilities |
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Property and Equipment (Tables) |
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Dec. 26, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and equipment |
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Revenue Recognition (Tables) |
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Dec. 26, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue from Contract with Customer [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue by contract type |
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Contracts (Tables) |
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Dec. 26, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Costs, estimated earnings and billings on uncompleted contracts |
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Debt (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 26, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt |
Interest Rate: The interest rate on the PPP Loan is 1% per year.
Potential PPP Loan Forgiveness: Under the PPP, the Company may apply for forgiveness of the amount due on the PPP Loan in an amount equal to the sum of the following costs incurred during the covered period beginning on the date of the first disbursement of the PPP Loan: (a) payroll costs, (b) any payment of interest on a covered obligation (which shall not include any prepayment of or payment of principal on a covered mortgage obligation), (c) any payment on a covered rent obligation, and (d) any covered utility payment, calculated in accordance with the terms of the CARES Act.
We have elected to utilize a 24-week covered period as allowed by the Paycheck Protection Program Flexibility Act (“PPPFA”) enacted on June 5, 2020. When applying for PPP Loan forgiveness, we have the option to increase the repayment period for any unforgiven portion of the PPP Loan to five years as permitted under the PPPFA.
We have calculated qualified forgivable expenses in excess of our PPP Loan amount. Although we expect the full PPP Loan amount to be forgiven, we cannot guarantee our forgiveness application will be accepted allowing for a fully forgiven loan.
Set forth below are certain of the material terms of the Revolving Credit Facility:
Credit Limit: The credit limit is an amount equal to the lesser of (a) the Maximum Credit Limit and (b) the sum of (i) 85% of the Borrowers’ Eligible Accounts (as defined in the Revolving Credit Facility), plus (ii) the lesser of (A) 75% of the Borrowers’ Eligible Unbilled Accounts (as defined in the Revolving Credit Facility), or (B) $3,000,000 plus (iii) the lesser of (A) 20% of Borrowers’ Eligible Fixed Price Accounts, or (B) $250,000. As of December 26, 2020, the credit limit under the Revolving Credit Facility was $2.4 million.
Interest: Any Loans will bear interest at a rate per annum equal to the Prime rate (defined as the rate announced as the “prime rate” or “bank prime rate” in the Western Edition of the Wall Street Journal) plus 2.0%; provided that interest will not be less than $7,500 per month.
Collateral: Lender receives a first priority lien on all assets of the Borrowers, including accounts receivable, inventory, equipment, deposit accounts, general intangibles and investment property.
Maturity: The maturity date is May 20, 2023 and shall be automatically extended for additional periods of one-year each, if written notice of termination is not given by one party to the other at least thirty days prior to the maturity date.
Loan Fee: The Borrowers will pay to Lender a loan fee of 1.00% of the Maximum Credit Limit at the time of funding and annually thereafter on the anniversary date of the initial funding.
Termination Fee: In the event the Borrowers terminate the Revolving Credit Facility prior to the maturity date, the Borrowers will pay to Lender a termination fee of (i) 2.00% of the Maximum Credit Limit, if the termination occurs on or prior to the first anniversary of the Closing Date, (ii) 1.00% of the Maximum Credit Limit, if the termination occurs after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date and (iii) 0.05% of the Maximum Credit Limit, if the termination occurs after the second anniversary of the Closing Date.
Covenants: The Revolving Credit Facility requires the Borrowers to comply with certain customary affirmative covenants, and negative covenants that, among other things, restrict, subject to certain exceptions, the ability of the Borrowers to engage in mergers, acquisitions or other transactions outside of the ordinary course of business, make loans or investments, incur indebtedness, pay dividends or repurchase stock, or engage in affiliate transactions. The Revolving Credit Facility does not require the Borrowers to comply with any financial covenants.
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Maturities of debt |
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Leases (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 26, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lease expense |
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Supplemental balance sheet information related to leases |
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Weighted average remaining lease term and weighted average discount rate |
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Maturities of operating lease liabilities |
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Stock Compensation Plans (Tables) |
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Dec. 26, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nonvested restricted stock activity |
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Restricted stock and restricted stock units activity | During the year ended December 26, 2020, the Company granted the following restricted stock awards.
During the year ended December 28, 2019, the Company granted the following restricted stock awards.
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Federal and State Income Taxes (Tables) |
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Dec. 26, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of our income tax expense |
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Effective income tax rate reconciliation |
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Deferred tax assets and (liabilities) |
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Segment Information (Tables) |
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Segment information |
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Accounting Policies and New Accounting Pronouncements (Details) |
12 Months Ended |
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Dec. 26, 2020 | |
Shop Equipment | |
Estimated useful lives | 5 - 10 Years |
Furniture and Fixtures | |
Estimated useful lives | 5 - 7 Years |
Computer Equipment | |
Estimated useful lives | 3 - 5 Years |
Autos and Trucks | |
Estimated useful lives | 3 - 5 Years |
Software | |
Estimated useful lives | 3 - 5 Years |
Accounting Policies and New Accounting Pronouncements (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended | |
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Dec. 26, 2020 |
Dec. 28, 2019 |
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Trade receivables | $ 7,789 | $ 11,435 |
Revenue | Customer 1 | ||
Concentration risk | 25.10% | 23.30% |
Revenue | Customer 2 | ||
Concentration risk | 17.90% | 18.30% |
Revenue | Customer 3 | ||
Concentration risk | 13.90% | |
Revenue | Customer 4 | ||
Concentration risk | 13.38% | |
Trade Receivables | Customer 1 | ||
Trade receivables | $ 0 | $ 200 |
Trade Receivables | Customer 2 | ||
Trade receivables | 600 | $ 700 |
Trade Receivables | Customer 3 | ||
Trade receivables | 800 | |
Trade Receivables | Customer 4 | ||
Trade receivables | $ 1,500 |
Detail of Certain Balance Sheet Accounts (Details) - USD ($) $ in Thousands |
Dec. 26, 2020 |
Dec. 28, 2019 |
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Balance Sheet Related Disclosures [Abstract] | ||
Amounts billed | $ 5,050 | $ 5,523 |
Amounts unbilled | 1,455 | 5,576 |
Retainage | 1,670 | 572 |
Less: allowance for uncollectible accounts | (386) | (236) |
Trade receivables, net | $ 7,789 | $ 11,435 |
Detail of Certain Balance Sheet Accounts (Details 1) - USD ($) $ in Thousands |
Dec. 26, 2020 |
Dec. 28, 2019 |
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Balance Sheet Related Disclosures [Abstract] | ||
Prepaid expenses | $ 843 | $ 816 |
Other receivables - employee | 48 | 54 |
Note receivable | 0 | 19 |
Prepaid expenses and other current assets | $ 891 | $ 889 |
Detail of Certain Balance Sheet Accounts (Details 2) - USD ($) $ in Thousands |
Dec. 26, 2020 |
Dec. 28, 2019 |
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Balance Sheet Related Disclosures [Abstract] | ||
Accrual for known contingencies | $ 215 | $ 145 |
Customer prepayments | 4 | 1 |
Gross receipts tax payable | 23 | 96 |
State income taxes payable | 83 | 67 |
Insurance payable | 420 | 372 |
Other current liabilities | $ 745 | $ 681 |
Property and Equipment (Details) - USD ($) $ in Thousands |
Dec. 26, 2020 |
Dec. 28, 2019 |
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Property and equipment, gross | $ 3,978 | $ 3,331 |
Accumulated depreciation and amortization | (2,715) | (2,298) |
Property and equipment, net | 1,263 | 1,033 |
Computer Equipment and Software | ||
Property and equipment, gross | 1,170 | 989 |
Shop Equipment | ||
Property and equipment, gross | 1,683 | 1,301 |
Furniture and Fixtures | ||
Property and equipment, gross | 193 | 190 |
Leasehold Improvements | ||
Property and equipment, gross | 845 | 623 |
Autos and Trucks | ||
Property and equipment, gross | 87 | 87 |
Construction in Progress | ||
Property and equipment, gross | $ 0 | $ 141 |
Property and Equipment (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended | |
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Dec. 26, 2020 |
Dec. 28, 2019 |
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Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 400 | $ 300 |
Revenue Recognition (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||
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Dec. 26, 2020 |
Dec. 28, 2019 |
Dec. 26, 2020 |
Dec. 28, 2019 |
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Total revenue | $ 11,577 | $ 16,688 | $ 64,449 | $ 56,446 |
Fixed-Price Revenue | ||||
Total revenue | 7,037 | 4,670 | 35,822 | 19,088 |
Time-and-Material Revenue | ||||
Total revenue | $ 4,540 | $ 12,018 | $ 28,627 | $ 37,358 |
Contracts (Details) - USD ($) $ in Thousands |
Dec. 26, 2020 |
Dec. 28, 2019 |
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Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Costs incurred on uncompleted contracts | $ 39,154 | $ 23,846 |
Estimated earnings on uncompleted contracts | 4,388 | 5,188 |
Earned revenues | 43,542 | 29,034 |
Less: billings to date | 40,710 | 30,610 |
Net costs and estimated earnings in excess of billings | 2,832 | (1,576) |
Costs and estimated earnings in excess of billings on uncompleted contracts | 4,090 | 3,862 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (1,258) | (5,438) |
Net costs in excess of billings on uncompleted contracts | $ 2,832 | $ (1,576) |
Contracts (Details Narrative) - USD ($) $ in Thousands |
Dec. 26, 2020 |
Dec. 28, 2019 |
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Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Deferred revenue | $ 300 | $ 200 |
Debt (Details) - USD ($) $ in Thousands |
Dec. 26, 2020 |
Dec. 28, 2019 |
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Debt Disclosure [Abstract] | ||
PPP loan | $ 4,949 | $ 0 |
Revolving credit facility | 1,491 | 0 |
Total debt | 6,440 | 0 |
Amount due within one year | 3,707 | 0 |
Total long-term debt | $ 2,733 | $ 0 |
Debt (Details 1) - USD ($) $ in Thousands |
Dec. 26, 2020 |
Dec. 28, 2019 |
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Long-term debt | $ 6,440 | $ 0 | ||
PPP Loan and Revolving Credit Facility | ||||
2021 | [1] | 3,707 | ||
2022 | [1] | 1,242 | ||
2023 | [1] | 1,491 | ||
2024 | [1] | 0 | ||
Thereafter | [1] | 0 | ||
Long-term debt | [1] | 6,440 | ||
Revolving Credit Facility | ||||
2021 | [1] | 0 | ||
2022 | [1] | 0 | ||
2023 | [1] | 1,491 | ||
2024 | [1] | 0 | ||
Thereafter | [1] | 0 | ||
Long-term debt | [1] | $ 1,491 | ||
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Leases (Details) - USD ($) $ in Thousands |
12 Months Ended | |
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Dec. 26, 2020 |
Dec. 28, 2019 |
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Total finance lease expense | $ 112 | $ 40 |
Total operating lease expense | 2,463 | 3,071 |
Total lease expense | 2,575 | 3,111 |
Operating Costs | ||
Total operating lease expense | 633 | 1,214 |
SG&A Expense | ||
Total finance lease expense | 92 | 33 |
Total operating lease expense | 1,830 | 1,857 |
Interest Expense, Net | ||
Total finance lease expense | $ 20 | $ 7 |
Leases (Details 1) - USD ($) $ in Thousands |
Dec. 26, 2020 |
Dec. 28, 2019 |
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ROU assets - operating leases | $ 1,628 | $ 2,133 |
ROU assets - finance leases | 442 | 318 |
ROU assets | 2,070 | 2,451 |
Current lease liabilities - operating leases | 1,421 | 961 |
Current lease liabilities - finance leases | 120 | 80 |
Noncurrent lease liabilities - operating leases | 286 | 1,220 |
Noncurrent lease liabilities - finance leases | 322 | 238 |
Total lease liabilities | 2,149 | 2,499 |
Right of Use Asset | ||
ROU assets - operating leases | 1,628 | 2,133 |
Property and Equipment, Net | ||
ROU assets - finance leases | $ 442 | $ 318 |
Leases (Details 2) |
Dec. 26, 2020 |
Dec. 28, 2019 |
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Leases [Abstract] | ||
Weighted average remaining lease term (years) - operating leases | 1 year 2 months 12 days | 2 years 2 months 12 days |
Weighted average remaining lease term (years) - finance leases | 4 years 2 months 12 days | 3 years 3 months 18 days |
Weighted average discount rate - operating leases | 1.70% | 3.30% |
Weighted average discount rate - finance leases | 5.80% | 11.00% |
Leases (Details 3) - USD ($) $ in Thousands |
Dec. 26, 2020 |
Dec. 28, 2019 |
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Operating Leases | ||
2021 | $ 1,448 | |
2022 | 288 | |
2023 | 0 | |
2024 | 0 | |
2025 and thereafter | 0 | |
Total lease payments | 1,736 | |
Less: imputed interest | (29) | |
Total lease liabilities | 1,707 | |
Finance Leases | ||
2021 | 133 | |
2022 | 113 | |
2023 | 93 | |
2024 | 73 | |
2025 and thereafter | 57 | |
Total lease payments | 469 | |
Less: imputed interest | (27) | |
Total lease liabilities | 442 | |
Total | ||
2021 | 1,581 | |
2022 | 401 | |
2023 | 93 | |
2024 | 73 | |
2025 and thereafter | 57 | |
Total lease payments | 2,205 | |
Less: imputed interest | (56) | |
Total lease liabilities | $ 2,149 | $ 2,499 |
Employee Benefit Plans (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 26, 2020 |
Dec. 28, 2019 |
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Retirement Benefits [Abstract] | ||
Contributions by employer | $ 0 | $ 0 |
Stock Compensation Plans (Details) |
12 Months Ended |
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Dec. 26, 2020
$ / shares
shares
| |
Share-based Payment Arrangement [Abstract] | |
Number of unvested restricted shares, beginning | shares | 191,404 |
Number of unvested restricted shares, granted | shares | 147,060 |
Number of unvested restricted shares, vested | shares | (193,168) |
Number of unvested restricted shares, forfeited | shares | 0 |
Number of unvested restricted shares, ending | shares | 145,296 |
Weighted-average grant-date fair value, beginning | $ / shares | $ 1.12 |
Weighted-average grant-date fair value, granted | $ / shares | 1.02 |
Weighted-average grant-date fair value, vested | $ / shares | 1.10 |
Weighted-average grant-date fair value, forfeited | $ / shares | .00 |
Weighted-average grant-date fair value, ending | $ / shares | $ 1.05 |
Stock Compensation Plans (Details 1) - Restricted Stock - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 26, 2020 |
Dec. 28, 2019 |
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June 11, 2020 | ||
Shares issued to | Directors | |
Number of shares | 147,060 | |
Market price | $ 1.02 | |
Fair value | $ 150,000 | |
August 6, 2019 | ||
Shares issued to | Employees | |
Number of shares | 10,000 | |
Market price | $ 1.22 | |
Fair value | $ 12,200 |
Stock Compensation Plans (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 26, 2020 |
Dec. 28, 2019 |
|
Share-based Payment Arrangement [Abstract] | ||
Number of shares available to be issued pursuant to the Equity Plan | 478,049 | |
Non-cash stock-based compensation expense | $ 200 | $ 100 |
Unrecognized compensation cost related to unvested restricted stock awards | $ 200 | |
Unrecognized compensation cost related to unvested restricted stock awards, period of recognition | 1 year |
Treasury Stock (Details Narrative) $ in Thousands |
12 Months Ended |
---|---|
Dec. 28, 2019
USD ($)
| |
Equity [Abstract] | |
Stock retired | $ (61) |
Redeemable Preferred Stock (Details Narrative) - $ / shares |
Dec. 26, 2020 |
Dec. 28, 2019 |
---|---|---|
Equity [Abstract] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, par value | $ .001 | $ 0.001 |
Federal and State Income Taxes (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 26, 2020 |
Dec. 28, 2019 |
|
Current: | ||
State | $ 103 | $ 83 |
Total current | 103 | 83 |
Deferred: | ||
Federal | (25) | (55) |
State | 25 | 55 |
Total deferred | 0 | 0 |
Total income tax benefit | $ 103 | $ 83 |
Federal and State Income Taxes (Details 1) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 26, 2020 |
Dec. 28, 2019 |
|
Income Tax Disclosure [Abstract] | ||
Federal income tax (benefit) at statutory rate of 21% | $ (110) | $ (270) |
State income tax, net of federal income tax effect | 64 | 93 |
Nondeductible expenses | 29 | 37 |
Stock compensation | 0 | (1) |
Prior year adjustments and true-ups | 36 | 23 |
Change in valuation allowance | 84 | 201 |
Total tax expense | $ 103 | $ 83 |
Federal and State Income Taxes (Details 2) - USD ($) $ in Thousands |
Dec. 26, 2020 |
Dec. 28, 2019 |
---|---|---|
Income Tax Disclosure [Abstract] | ||
Federal and state net operating loss carryforward | $ 7,036 | $ 7,145 |
Tax credit carryforwards | 1,971 | 1,971 |
Allowance for uncollectible accounts | 93 | 53 |
Accruals not yet deductible for tax purposes | 613 | 352 |
Goodwill | 364 | 485 |
Depreciation | 3 | 7 |
Lease payable | 390 | 488 |
Total noncurrent deferred tax assets | 10,470 | 10,501 |
Less: valuation allowance | (10,016) | (9,912) |
Total noncurrent deferred tax assets, net | 454 | 589 |
Other | (70) | (107) |
Right to use asset | (384) | (482) |
Total noncurrent deferred tax liabilities | (454) | (589) |
Net deferred tax assets/deferred tax liabilities | $ 0 | $ 0 |
Federal and State Income Taxes (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 26, 2020 |
Dec. 28, 2019 |
|
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 103 | $ 83 |
Loss before income taxes | (522) | $ (1,383) |
Federal net operating loss carry-forward | 31,400 | |
Federal research and development tax credit carryforwards | $ 1,070 |
Segment Information (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Dec. 26, 2020 |
Dec. 28, 2019 |
Dec. 26, 2020 |
Dec. 28, 2019 |
|
Operating revenues | $ 11,577 | $ 16,688 | $ 64,449 | $ 56,446 |
Operating income (loss) | (383) | (1,401) | ||
Depreciation and amortization | 449 | 389 | ||
Tangible assets | 29,699 | 27,947 | 29,699 | 27,947 |
Goodwill | 720 | 720 | 720 | 720 |
Other intangible assets | 19 | 19 | 19 | 19 |
Total assets | 30,438 | 28,686 | 30,438 | 28,686 |
Capital expenditures | 428 | 345 | ||
EPCM | ||||
Operating revenues | 25,929 | 19,436 | ||
Operating income (loss) | (69) | (830) | ||
Depreciation and amortization | 275 | 189 | ||
Tangible assets | 7,389 | 6,253 | 7,389 | 6,253 |
Goodwill | 0 | 0 | 0 | 0 |
Other intangible assets | 0 | 0 | 0 | 0 |
Total assets | 7,389 | 6,253 | 7,389 | 6,253 |
Capital expenditures | 145 | 202 | ||
Automation | ||||
Operating revenues | 38,520 | 37,010 | ||
Operating income (loss) | 4,524 | 4,595 | ||
Depreciation and amortization | 57 | 109 | ||
Tangible assets | 7,806 | 12,864 | 7,806 | 12,864 |
Goodwill | 720 | 720 | 720 | 720 |
Other intangible assets | 19 | 19 | 19 | 19 |
Total assets | 8,545 | 13,603 | 8,545 | 13,603 |
Capital expenditures | 15 | 43 | ||
Corporate | ||||
Operating revenues | 0 | 0 | ||
Operating income (loss) | (4,838) | (5,166) | ||
Depreciation and amortization | 117 | 91 | ||
Tangible assets | 14,504 | 8,830 | 14,504 | 8,830 |
Goodwill | 0 | 0 | 0 | 0 |
Other intangible assets | 0 | 0 | 0 | 0 |
Total assets | $ 14,504 | $ 8,830 | 14,504 | 8,830 |
Capital expenditures | $ 268 | $ 100 |
Segment Information (Details Narrative) |
12 Months Ended |
---|---|
Dec. 26, 2020
Segments
| |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
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