UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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| (Commission File Number) |
| (IRS Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code:
______________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On March 10, 2022, ENGlobal Corporation issued a press release reporting fourth quarter and fiscal year 2021 results, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 (including the press release attached as Exhibit 99.1 and incorporated by reference in this Item 2.02) is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be been incorporated by reference under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is included with this Current Report on Form 8-K:
Exhibit No. |
| Description |
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Exhibit 104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| ENGlobal Corporation |
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| (Registrant) |
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March 10, 2022 |
| /s/ Darren W. Spriggs |
(Date) |
| Darren W. Spriggs, Chief Financial Officer, Treasurer and Corporate Secretary |
| 3 |
Exhibit Index
Exhibit No. |
| Description |
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Exhibit 104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
4 |
EXHIBIT 99.1
ENG Announces 2021 Year-End Results
Management to host conference call today at 9:00am EST to discuss financial results and outlook for 2022
HOUSTON, March 10, 2022 -- ENG (NASDAQ:ENG), a leading provider of innovative, complete project delivery solutions for the energy industry, today announced that, for the year ended December 25, 2021, the company had a net loss of $5,685,000, or $(.18) per share, on revenue of $36,410,000, compared with a net loss of $625,000, or $(.02) per share, on revenue of $64,449,000 for the year ended December 26, 2020.
The company’s year-over-year decrease in revenue was primarily the result of the non-renewal of several large commercial segment projects due to the effects of COVID-19 in the energy industry. ENG’s 2021 $5.1 million increase in net loss compared to 2020 was primarily the result of the decrease in annual revenue due to COVID-19, a 15 percent reduction in gross margin, and a $4.0 million increase in SG&A expenses, which includes $1.9 million in increased business development costs and a bad debt reserve of $1.4 million. These negative impacts were partially offset by employee retention credits in the first and third quarters of 2021 totaling $3.1 million as well as a $5.0 million forgiveness of the company's April 2020 PPP loan credited in the third quarter of 2021.
At December 25, 2021, ENG had cash on hand of $19.2 million compared to $13.7 million at December 26, 2020, and long-term debt of about $1.0 million.
“Although it’s clear that our 2021 financial performance was adversely affected by disruptions to our business caused by COVID-19,” said chief executive Mark Hess, “we believe we are strongly positioned to make a turnaround in 2022, as our backlog in last year’s Q4 increased.
“Additionally, unlike most of last year, customers are back in the office, we are engaging them more easily, and more projects are being planned and funded. We have also added on-site construction to our suite of client services, a move that’s already attracted additional business and which is expected to boost our revenue and earnings starting next quarter.”
“Thus far in the first quarter of 2022, he continued, ENG has been awarded a $4.4 million contract extension by the U.S. Defense Logistics Agency, $2.2 million in orders to build parking lot security trailers, and has been selected by a confidential client to design, engineer and fabricate a major renewable fuels plant intended to produce 100 million gallons per year of sustainable aviation fuel and renewable diesel.
“Given the continued internal personnel and proposal progress, the recent awards across several of the business lines, and the improving energy backdrop in both carbon-based and renewable markets, ENG believes it is well positioned to capitalize and to meaningfully increase backlog as the rest of this year and the subsequent years unfold.”
| 1 |
The following table illustrates the composition of the Company's revenue and profitability for its operations for the fiscal years ended December 25, 2021 and December 26, 2020:
|
|
| Year Ended |
|
| Year Ended |
| ||||||||||||||||||||||||||
| (amounts in thousands) |
| December 25, 2021 |
|
| December 26, 2020 |
| ||||||||||||||||||||||||||
| Segment |
| Total Revenue |
|
| % of Total Revenue |
|
| Gross Profit (Loss) Margin |
|
| Operating Profit (Loss) Margin |
|
| Total Revenue |
|
| % of Total Revenue |
|
| Gross Profit Margin |
|
| Operating Profit (Loss) Margin |
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| Commercial |
| $ | 27,986 |
|
|
| 76.9 | % |
|
| (5.6 | )% |
|
| (30.7 | )% |
| $ | 54,368 |
|
|
| 84.4 | % |
|
| 12.7 | % |
|
| 6.6 | % |
| Government Services |
|
| 8,424 |
|
|
| 23.1 | % |
|
| 11.0 | % |
|
| 0.4 | % |
|
| 10,081 |
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|
| 15.6 | % |
|
| 15.4 | % |
|
| 8.8 | % |
| Consolidated |
| $ | 36,410 |
|
|
| 100.0 | % |
|
| (1.8 | )% |
|
| (37.0 | )% |
| $ | 64,449 |
|
|
| 100.0 | % |
|
| 13.1 | % |
|
| (0.6 | )% |
The following table illustrates the composition of the Company's revenue and profitability for its operations for the three months ended December 25, 2021 and December 26, 2020:
|
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| Three Months Ended |
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| Three Months Ended |
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| (amounts in thousands) |
| December 25, 2021 |
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| December 26, 2020 |
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| Segment |
| Total Revenue |
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| % of Total Revenue |
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| Gross Profit (Loss) Margin |
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| Operating Profit (Loss) Margin |
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| Total Revenue |
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| % of Total Revenue |
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| Gross Profit Margin |
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| Operating Profit (Loss) Margin |
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| Commercial |
| $ | 4,845 |
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| 69.6 | % |
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| (24.6 | )% |
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| (53.3 | )% |
| $ | 9,188 |
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|
| 79.4 | % |
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| 12.6 | % |
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| 3.5 | % |
| Government Services |
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| 2,116 |
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| 30.4 | % |
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| 13.1 | % |
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| 2.9 | % |
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| 2,390 |
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| 20.6 | % |
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| 18.2 | % |
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| 10.6 | % |
| Consolidated |
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| 6,691 |
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|
| 100.0 | % |
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| (13.1 | )% |
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| (55.1 | )% |
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| 11,578 |
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| 100.0 | % |
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| 13.8 | % |
|
| (5.3 | )% |
The following is a summary of the Company’s statement of operations for the last four quarters which may be helpful in analyzing our ongoing business:
| (amounts in thousands) |
| 2021 |
|
| Fiscal Year |
| ||||||||||||||
|
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| Q1 |
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| Q2 |
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| Q3 |
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| Q4 |
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| 2021 |
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| Revenue |
| $ | 12,449 |
|
| $ | 11,079 |
|
| $ | 5,921 |
|
| $ | 6,961 |
|
| $ | 36,410 |
|
| Gross Profit (Loss) |
|
| 1,004 |
|
|
| 82 |
|
|
| (814 | ) |
|
| (915 | ) |
|
| (643 | ) |
| Gross Profit (Loss) Margin |
|
| 8.1 | % |
|
| 0.7 | % |
|
| (13.7 | )% |
|
| (13.1 | )% |
|
| (1.8 | )% |
| General & Administrative Expenses |
|
| 2,561 |
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| 4,264 |
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| 3,089 |
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| 2,919 |
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| 12,833 |
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| Operating Loss |
|
| (1,557 | ) |
|
| (4,182 | ) |
|
| (3,903 | ) |
|
| (3,834 | ) |
|
| (13,476 | ) |
| Net Income (Loss) |
|
| 46 |
|
|
| (4,256 | ) |
|
| 2,401 |
|
|
| (3,876 | ) |
|
| (5,685 | ) |
The following table presents certain balance sheet items as of December 25, 2021 and December 26, 2020:
| (amounts in thousands) |
| As of December 25, 2021 |
|
| As of December 26, 2020 |
| ||
| Cash |
| $ | 19,202 |
|
| $ | 13,706 |
|
| Working capital |
|
| 26,263 |
|
|
| 14,039 |
|
| 2 |
ENGLOBAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
|
|
| Year Ended December 25, |
|
| Year Ended December 26, |
| ||
|
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| 2021 |
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| 2020 |
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| Operating revenues |
| $ | 36,410 |
|
| $ | 64,449 |
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| Operating costs |
|
| 37,053 |
|
|
| 55,998 |
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| Gross profit |
|
| (643 | ) |
|
| 8,451 |
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| Operating costs and expenses: |
|
|
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| Selling, general, and administrative expenses |
|
| 12,833 |
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|
| 8,834 |
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| Operating loss |
|
| (13,476 | ) |
|
| (383 | ) |
| Other income (expense) |
|
|
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| Interest expense, net |
|
| (212 | ) |
|
| (153 | ) |
| Other income, net |
|
| 8,063 |
|
|
| 14 |
|
| Loss before income taxes |
|
| (5,625 | ) |
|
| (522 | ) |
|
|
|
|
|
|
|
|
|
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| Provision for federal and state income taxes |
|
| (60 | ) |
|
| (103 | ) |
|
|
|
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|
|
|
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| Net loss |
| $ | (5,685 | ) |
| $ | (625 | ) |
|
|
|
|
|
|
|
|
|
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| Basic and diluted loss per common share |
| $ | (0.18 | ) |
| $ | (0.02 | ) |
|
|
|
|
|
|
|
|
|
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| Basic and diluted weighted average shares used in computing loss per share: |
|
| 31,888 |
|
|
| 27,474 |
|
| 3 |
ENGLOBAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share amounts)
|
|
| December 25, 2021 |
|
| December 26, 2020 |
| ||
| ASSETS |
|
|
|
|
|
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| Current Assets: |
|
|
|
|
|
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| Cash |
| $ | 19,202 |
|
| $ | 13,706 |
|
| Trade receivables, net of allowances of $1,673 and $386 |
|
| 7,692 |
|
|
| 7,789 |
|
| Prepaid expenses and other current assets |
|
| 958 |
|
|
| 891 |
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| Payroll tax receivable |
|
| 3,065 |
|
|
| — |
|
| Contract assets |
|
| 4,177 |
|
|
| 4,090 |
|
| Total Current Assets |
|
| 35,094 |
|
|
| 26,476 |
|
| Property and equipment, net |
|
| 1,698 |
|
|
| 1,263 |
|
| Goodwill |
|
| 720 |
|
|
| 720 |
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| Other assets |
|
|
|
|
|
|
|
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| Right of use asset |
|
| 4,251 |
|
|
| 1,628 |
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| Deposits and other assets |
|
| 306 |
|
|
| 351 |
|
| Total Other Assets |
|
| 4,557 |
|
|
| 1,979 |
|
| Total Assets |
| $ | 42,069 |
|
| $ | 30,438 |
|
|
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|
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| Current Liabilities: |
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| Accounts payable |
| $ | 2,001 |
|
| $ | 2,138 |
|
| Accrued compensation and benefits |
|
| 2,183 |
|
|
| 3,048 |
|
| Current portion of leases |
|
| 1,389 |
|
|
| 1,541 |
|
| Contract liabilities |
|
| 2,054 |
|
|
| 1,258 |
|
| Current portion of note |
|
| — |
|
|
| 3,707 |
|
| Current portion of deferred payroll tax |
|
| 537 |
|
|
| — |
|
| Other current liabilities |
|
| 667 |
|
|
| 745 |
|
| Total Current Liabilities |
|
| 8,831 |
|
|
| 12,437 |
|
| Deferred payroll tax |
|
| — |
|
|
| 1,037 |
|
| Long-term debt |
|
| 1,035 |
|
|
| 2,733 |
|
| Long-term leases |
|
| 4,012 |
|
|
| 608 |
|
| Total Liabilities |
|
| 13,878 |
|
|
| 16,815 |
|
| Commitments and Contingencies (Note 16) |
|
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| Stockholders’ Equity: |
|
|
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| Common stock - $0.001 par value; 75,000,000 shares authorized; 35,230,675 and 27,560,686 shares issued and outstanding at December 25, 2021 and December 26, 2020, respectively |
|
| 35 |
|
|
| 28 |
|
| Additional paid-in capital |
|
| 57,403 |
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|
| 37,157 |
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| Accumulated deficit |
|
| (29,247 | ) |
|
| (23,562 | ) |
| Total Stockholders’ Equity |
|
| 28,191 |
|
|
| 13,623 |
|
| Total Liabilities and Stockholders’ Equity |
| $ | 42,069 |
|
| $ | 30,438 |
|
| 4 |
ENGLOBAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
|
|
| Year Ended December 25, 2021 |
|
| Year Ended December 26, 2020 |
| ||
| Cash Flows from Operating Activities: |
|
|
|
|
|
| ||
| Net loss |
| $ | (5,685 | ) |
| $ | (625 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
| 561 |
|
|
| 449 |
|
| Share-based compensation expense |
|
| 270 |
|
|
| 223 |
|
| Forgiveness of PPP Loan |
|
| (4,949 | ) |
|
| — |
|
| Changes in current assets and liabilities: |
|
|
|
|
|
|
|
|
| Trade accounts receivable |
|
| 97 |
|
|
| 3,646 |
|
| Contract assets |
|
| (87 | ) |
|
| (228 | ) |
| Other current assets |
|
| (3,087 | ) |
|
| (46 | ) |
| Accounts payable |
|
| (137 | ) |
|
| (1,123 | ) |
| Accrued compensation and benefits |
|
| (1,365 | ) |
|
| 1,301 |
|
| Contract liabilities |
|
| 796 |
|
|
| (4,180 | ) |
| Income taxes payable |
|
| (38 | ) |
|
| (57 | ) |
| Other current liabilities, net |
|
| (40 | ) |
|
| 121 |
|
| Net cash provided by (used in) operating activities |
| $ | (13,664 | ) |
| $ | (519 | ) |
|
|
|
|
|
|
|
|
|
|
| Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
| Proceeds from notes receivable |
|
| — |
|
|
| — |
|
| Property and equipment acquired |
|
| (240 | ) |
|
| (428 | ) |
| Net cash used in investing activities |
| $ | (240 | ) |
| $ | (428 | ) |
|
|
|
|
|
|
|
|
|
|
| Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
| Issuance of common stock, net |
|
| 19,984 |
|
|
| — |
|
| Payments on finance leases |
|
| (129 | ) |
|
| (93 | ) |
| Proceeds from PPP loan |
|
| — |
|
|
| 4,949 |
|
| Proceeds (payments) from revolving credit facility |
|
| (455 | ) |
|
| 1,490 |
|
| Net cash provided by (used in) financing activities |
| $ | 19,400 |
|
| $ | 6,346 |
|
| Net change in cash |
|
| 5,496 |
|
|
| 5,399 |
|
| Cash at beginning of year |
|
| 13,706 |
|
|
| 8,307 |
|
| Cash at end of year |
| $ | 19,202 |
|
| $ | 13,706 |
|
|
|
|
|
|
|
|
|
|
|
| Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
| Cash paid during the period for interest |
| $ | 212 |
|
| $ | 153 |
|
| Right of use assets obtained in exchange for new operating lease liability |
| $ | 4,014 |
|
| $ | 963 |
|
| Leased assets obtained in exchange for new finance lease liabilities |
| $ | 665 |
|
| $ | 219 |
|
| Cash paid during the period for income taxes (net of refunds) |
| $ | 151 |
|
| $ | 86 |
|
| Non-cash transaction: PPP loan forgiveness |
| $ | 4,974 |
|
| $ | — |
|
| 5 |
Management will host a conference call today at 9:00am EST to further discuss the company's 2021 financial results and outlook for 2022. To participate in the conference call, please dial in five to ten minutes before the call: (Toll Free) 877-545-0523 domestically, or 973-528-0016 internationally. Entry code: 624599.
The conference call will also be broadcast live over the Internet and can be accessed at: https://www.webcaster4.com/Webcast/Page/2272/44765
The teleconference replay will be available shortly after the completion of the live event through 9:00 am Eastern time on March 17, 2022. You may access the replay by dialing (Toll Free) 877-481-4010 domestically, or 919-882-2331 internationally, and referencing conference ID 44765.
You may also access the replay by visiting the company's web site:
https://www.englobal.com/about-eng/events-and-presentations/
For further information on ENG’s 2021 financial results, please refer to its Annual Report on Form 10-K to be filed with the SEC and included on the company's website at www.englobal.com, or on the SEC's website at www.sec.gov.
About ENG
ENG (NASDAQ:ENG) is a leading provider of complete project solutions for renewable and traditional energy throughout the United States and internationally. ENG operates through two business segments: Commercial and Government Services. The Commercial segment provides engineering, design, fabrication, construction and integration of automated control systems as a complete packaged solution for its clients. The Government Services segment provides engineering, design, installation, operations, and maintenance of various government, public sector, and international facilities, specializing in turnkey automation and instrumentation systems for the U.S. Defense industry worldwide. Further information about the Company and its businesses is available at www.englobal.com.
Safe Harbor for Forward-Looking Statements
The statements above regarding the Company's expectations, including those relating to its future results, its operations and certain other matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties. For a discussion of risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ENG's filings with the Securities and Exchange Commission, including the Company's most recent reports on Form 10-K and 10-Q, and other SEC filings.
| 6 |
Click here to join our email list: https://www.englobal.com/investors/
CONTACT:
Market Makers - Investor Relations
Jimmy Caplan
512-329-9505
Email: jimmycaplan@me.com
Market Makers - Media Relations
Rick Eisenberg
212-496-6828
Email:
| 7 |
Cover |
Mar. 10, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | ENGlobal Corporation |
| Entity Central Index Key | 0000933738 |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Emerging Growth Company | false |
| Document Period End Date | Mar. 10, 2022 |
| Entity File Number | 001-14217 |
| Entity Incorporation State Country Code | NV |
| Entity Tax Identification Number | 88-0322261 |
| Entity Address Address Line 1 | 11740 Katy Fwy – Energy Tower III, 11th floor |
| Entity Address City Or Town | Houston |
| Entity Address State Or Province | TX |
| Entity Address Postal Zip Code | 77079 |
| City Area Code | 281 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Local Phone Number | 878-1000 |
| Security 12b Title | Common Stock, $0.001 par value |
| Trading Symbol | ENG |
| Security Exchange Name | NASDAQ |