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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Registrant’s telephone number, including area code:
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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:
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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 November 8, 2022, ENGlobal Corporation issued a press release reporting third quarter 2022 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 Date File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| ENGlobal Corporation |
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| (Registrant) |
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November 8, 2022 |
| /s/ Darren W. Spriggs |
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(Date) |
| Darren W. Spriggs, Chief Financial Officer, Treasurer and Corporate Secretary |
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| 3 |
Exhibit Index
Exhibit No. |
| Description |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
4 |
EXHIBIT 99.1
ENG Reports Q3 2022 Results
HOUSTON, TX, November 8, 2022 -- ENG (NASDAQ:ENG), a leading provider of innovative project delivery solutions for the energy industry, today reported revenue of $13.1 million for the third quarter ended September 24, 2022, a 121% increase on revenue of $5.9 million for the third quarter ended September 25, 2021.
The company’s $7.2 million increase in third quarter revenue over last year was primarily due to progress of work on existing contracts and new awards within the Government Services segment and the award of several new projects within the Commercial segment.
The company reported a net loss of $2.3 million, or $(.07) per share, versus net income of $2.4 million, or $.07 per share, compared to the same period last year.
On a comparable basis, the company’s bottom line performance improved by $1.7 million excluding the $6.4 million in Other Income from 2021, which consisted of $5.0 million for the forgiveness of a PPP loan and a $1.4 million employee retention credit.
Cash on hand at September 24, 2022 was $9.7 million.
"Once again we have seen impressive quarterly revenue growth,” said CEO Mark A. Hess, “and our backlog has improved to $15.7 million compared to $8.4 million at the end of Q3 last year.”
"The third quarter of 2022 also saw us improve gross profit margin by 19 percentage points, while also reducing our SG&A expenses by $0.2 million. These are all solid signs that our recovery is continuing, and that the key strategic initiatives we implemented last year are producing the desired results.”
Mr. Hess stressed that these latest results do not yet include any significant contribution from ENG’s new field service operations in the Permian Basin, construction services or the company’s gas-to-liquids technology acquired earlier this year.
"We are confident that the steps we’ve taken to broaden the range of services offered to our clients will continue to fuel our growth and provide a steady pipeline of future work."
For the nine months ended September 24, 2022, the company had a net loss of $7.5 million, or $(.21) per share, on revenue of $31.8 million, compared with a net loss of $1.8 million, or $(.06) per share, on revenue of $29.4 million for the nine months ended September 25, 2021.
Last year’s reported net loss of $1.8 million included $8.0 million in Other Income which consisted of $5.0 million for the forgiveness of a PPP loan and $3.0 million of employee retention credits. The company’s $2.3 million improvement in Operating Loss from $9.6 million to $7.3 million was primarily due to increased utilization of personnel and a bad debt write off of $1.4 million with no comparable occurrence in 2022.
| 1 |
ENG’s $2.3 million increase in nine-month revenue compared to the same period last year was primarily due to the progress of work on existing contracts and new awards within the Government Services segment and new awards within the Commercial segment.
The following is a summary of the income statements for the three- and nine-month periods ended September 24, 2022 and September 25, 2021:
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| For the Three Months Ended |
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| For the Nine Months Ended |
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| September 24, 2022 |
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| September 25, 2021 |
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| September 24, 2022 |
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| September 25, 2021 |
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| Revenue |
| $ | 13,056 |
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| $ | 5,921 |
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| $ | 31,777 |
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| $ | 29,449 |
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| Gross profit (loss) |
|
| 664 |
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|
| (814 | ) |
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| 1,338 |
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|
| 272 |
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| Selling, general and administrative expenses |
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| 2,920 |
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|
| 3,089 |
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|
| 8,653 |
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| 9,914 |
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| Operating loss |
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| (2,256 | ) |
|
| (3,903 | ) |
|
| (7,315 | ) |
|
| (9,642 | ) |
| Net income (loss) |
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| (2,335 | ) |
|
| 2,401 |
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|
| (7,488 | ) |
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| (1,809 | ) |
The following table illustrates the composition of the company's revenue and profitability for its operations for the three- and nine-month periods ended September 24, 2022 and September 25, 2021:
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| Three Months Ended |
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| Three Months Ended |
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| (amounts in thousands) |
| September 24, 2022 |
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| September 25, 2021 |
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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 (Loss) Margin |
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| Operating Profit (Loss) Margin |
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| Commercial |
| $ | 10,229 |
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| 78.3 | % |
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| (3.6 | )% |
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| (19.0 | )% |
| $ | 3,935 |
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| 66.5 | % |
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| (27.7 | )% |
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| (66.7 | )% |
| Government Services |
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| 2,827 |
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| 21.7 | % |
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| 36.5 | % |
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| 30.7 | % |
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| 1,986 |
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| 33.5 | % |
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| 13.8 | % |
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| 0.3 | % |
| Consolidated |
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| 13,056 |
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|
| 100.0 | % |
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| 5.1 | % |
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| (17.3 | )% |
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| 5,921 |
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| 100.0 | % |
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| (13.7 | )% |
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| (65.9 | )% |
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| Nine Months Ended |
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| Nine Months Ended |
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| (amounts in thousands) |
| September 24, 2022 |
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| September 25, 2021 |
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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 (Loss) Margin |
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| Operating Loss Margin |
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| Commercial |
| $ | 24,835 |
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| 78.2 | % |
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| (2.4 | )% |
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| (21.2 | )% |
| $ | 23,141 |
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| 78.6 | % |
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| (1.6 | )% |
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| (26.0 | )% |
| Government Services |
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| 6,942 |
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| 21.8 | % |
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| 27.8 | % |
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| 19.8 | % |
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| 6,308 |
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| 21.4 | % |
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| 10.3 | % |
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| (0.5 | )% |
| Consolidated |
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| 31,777 |
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|
| 100.0 | % |
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| 4.2 | % |
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| (23.0 | )% |
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| 29,449 |
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| 100.0 | % |
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| 0.9 | % |
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| (32.7 | )% |
The following table presents certain balance sheet items as of September 24, 2022 and December 25, 2021:
| (amounts in thousands) |
| As of September 24, 2022 |
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| As of December 25, 2021 |
| ||
| Cash and cash equivalents |
| $ | 9,664 |
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| $ | 19,202 |
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| Working capital |
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| 16,724 |
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| 26,263 |
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ENGlobal Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
(amounts in thousands, except per share data)
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| For the Three Months Ended |
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| For the Nine Months Ended |
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| September 24, 2022 |
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| September 25, 2021 |
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| September 24, 2022 |
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| September 25, 2021 |
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| Operating revenues |
| $ | 13,056 |
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| $ | 5,921 |
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| $ | 31,777 |
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| $ | 29,449 |
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| Operating costs |
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| 12,392 |
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| 6,735 |
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| 30,439 |
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| 29,177 |
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| Gross profit (loss) |
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| 664 |
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| (814 | ) |
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| 1,338 |
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| 272 |
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| Selling, general and administrative expenses |
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| 2,920 |
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| 3,089 |
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| 8,653 |
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| 9,914 |
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| Operating loss |
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| (2,256 | ) |
|
| (3,903 | ) |
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| (7,315 | ) |
|
| (9,642 | ) |
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| Other income (expense): |
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| Other income, net |
|
| 5 |
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| 6,371 |
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| 36 |
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| 8,061 |
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| Interest expense, net |
|
| (63 | ) |
|
| (46 | ) |
|
| (166 | ) |
|
| (161 | ) |
| Income (loss) from operations before income taxes |
|
| (2,314 | ) |
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| 2,422 |
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| (7,445 | ) |
|
| (1,742 | ) |
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| Provision for federal and state income taxes |
|
| 21 |
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| 21 |
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| 43 |
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| 67 |
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| Net income (loss) |
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| (2,335 | ) |
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| 2,401 |
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|
| (7,488 | ) |
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| (1,809 | ) |
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| Basic and diluted income (loss) per common share: |
| $ | (0.07 | ) |
| $ | 0.07 |
|
| $ | (0.21 | ) |
| $ | (0.06 | ) |
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| Basic and diluted weighted average shares used in computing income (loss) per share: |
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| 35,802 |
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| 35,139 |
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| 35,492 |
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| 30,776 |
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| 3 |
ENGlobal Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
(amounts in thousands, except share and per share amounts)
|
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| September 24, 2022 |
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| December 25, 2021 |
| ||
| ASSETS |
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| Current Assets: |
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| Cash |
| $ | 9,664 |
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| $ | 19,202 |
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| Trade receivables, net of allowances of $273 and $1,673 |
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| 10,067 |
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| 7,692 |
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| Prepaid expenses and other current assets |
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| 659 |
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| 958 |
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| Payroll taxes receivable |
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| 1,988 |
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| 3,065 |
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| Contract assets |
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| 5,820 |
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| 4,177 |
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| Total Current Assets |
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| 28,198 |
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| 35,094 |
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| Property and equipment, net |
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| 1,532 |
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| 1,698 |
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| Goodwill |
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| 720 |
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| 720 |
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| Intangible assets, net of accumulated amortization |
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| 2,674 |
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|
| — |
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| Other assets |
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| Right of use asset |
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| 8,138 |
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| 4,251 |
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| Deposits and other assets |
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| 313 |
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|
| 306 |
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| Total Other Assets |
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| 8,451 |
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|
| 4,557 |
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| Total Assets |
| $ | 41,575 |
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| $ | 42,069 |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| Current Liabilities: |
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| Accounts payable |
| $ | 3,565 |
|
| $ | 2,001 |
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| Accrued compensation and benefits |
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| 2,196 |
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| 2,183 |
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| Current portion of leases |
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| 1,560 |
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| 1,389 |
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| Contract liabilities |
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| 1,220 |
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|
| 2,054 |
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| Current portion of deferred payroll tax |
|
| 537 |
|
|
| 537 |
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| Other current liabilities |
|
| 723 |
|
|
| 667 |
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| Short-term contingent consideration |
|
| 101 |
|
|
| — |
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| Short-term debt |
|
| 1,572 |
|
|
| — |
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| Total Current Liabilities |
|
| 11,474 |
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|
| 8,831 |
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| Long-term contingent consideration |
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| 1,279 |
|
|
| — |
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| Long-term debt |
|
| — |
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|
| 1,035 |
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| Long-term leases |
|
| 7,525 |
|
|
| 4,012 |
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| Total Liabilities |
|
| 20,278 |
|
|
| 13,878 |
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| Commitments and Contingencies (Note 8) |
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| Stockholders’ Equity: |
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| Common stock - $0.001 par value; 75,000,000 shares authorized; 35,800,617 shares issued and outstanding at September 24, 2022 and 35,230,675 shares issued and outstanding at December 25, 2021 |
|
| 36 |
|
|
| 35 |
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| Additional paid-in capital |
|
| 57,996 |
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|
| 57,403 |
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| Accumulated deficit |
|
| (36,735 | ) |
|
| (29,247 | ) |
| Total Stockholders’ Equity |
|
| 21,297 |
|
|
| 28,191 |
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| Total Liabilities and Stockholders’ Equity |
| $ | 41,575 |
|
| $ | 42,069 |
|
| 4 |
ENGlobal Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(amounts in thousands)
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| For the Nine Months Ended |
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|
| September 24, 2022 |
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| September 25, 2021 |
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| Cash Flows from Operating Activities: |
|
|
|
|
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| Net loss |
| $ | (7,488 | ) |
| $ | (1,809 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
| 691 |
|
|
| 355 |
|
| Share-based compensation expense |
|
| 165 |
|
|
| 166 |
|
| Forgiveness of PPP Loan |
|
| — |
|
|
| (4,974 | ) |
| Changes in current assets and liabilities |
|
|
|
|
|
|
|
|
| Trade accounts receivable |
|
| (2,375 | ) |
|
| 2,479 |
|
| Contract assets |
|
| (1,643 | ) |
|
| 435 |
|
| Other current assets |
|
| 1,369 |
|
|
| (2,415 | ) |
| Accounts payable |
|
| 1,564 |
|
|
| (699 | ) |
| Accrued compensation and benefits |
|
| 13 |
|
|
| (1,085 | ) |
| Contract liabilities |
|
| (834 | ) |
|
| (594 | ) |
| Income taxes payable |
|
| (8 | ) |
|
| (32 | ) |
| Other current liabilities, net |
|
| 64 |
|
|
| (458 | ) |
| Net cash used in operating activities |
| $ | (8,482 | ) |
| $ | (8,631 | ) |
|
|
|
|
|
|
|
|
|
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| Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
| Asset acquisition, net of cash acquired |
|
| (971 | ) |
|
| — |
|
| Property and equipment acquired |
|
| (291 | ) |
|
| (187 | ) |
| Net cash used in investing activities |
| $ | (1,262 | ) |
| $ | (187 | ) |
|
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|
|
|
|
|
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| Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
| Issuance of common stock, net |
|
| — |
|
|
| 19,993 |
|
| At-the-market offering costs |
|
| (97 | ) |
|
| — |
|
| Payments on finance leases |
|
| (233 | ) |
|
| (94 | ) |
| Interest on PPP loan |
|
| — |
|
|
| 25 |
|
| Proceeds from revolving credit facility, net |
|
| 536 |
|
|
| (113 | ) |
| Net cash provided by financing activities |
| $ | 206 |
|
| $ | 19,811 |
|
| Net change in cash |
|
| (9,538 | ) |
|
| 10,993 |
|
| Cash at beginning of period |
|
| 19,202 |
|
|
| 13,706 |
|
| Cash at end of period |
| $ | 9,664 |
|
| $ | 24,699 |
|
|
|
|
|
|
|
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|
| Supplemental disclosure of cash flow information: |
|
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|
|
| Cash paid during the period for interest |
| $ | 167 |
|
| $ | 155 |
|
| Right of use assets obtained in exchange for new operating lease liability |
| $ | 4,864 |
|
| $ | 2,613 |
|
| Cash paid during the period for income taxes (net of refunds) |
| $ | 51 |
|
| $ | 151 |
|
| Asset acquisition, common stock issued |
| $ | 525 |
|
|
| — |
|
| Asset acquisition, contingent consideration |
| $ | 1,380 |
|
|
| — |
|
| Non-cash transaction: PPP Loan forgiveness |
|
| — |
|
|
| 4,974 |
|
| 5 |
For further information on ENG's third quarter 2022 financial results, please refer to its Form 10-Q filing on the company's website at www.englobal.com , or on the SEC's website at www.sec.gov .
Conference Call
Management will host a conference call at 9:00 am Eastern time today to discuss ENG's third quarter 2022 financial results, provide updates on potential contract awards, and discuss the company's growth outlook for the remainder of the year.
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: 705296
The conference call will also be broadcast live over the Internet and can be accessed at:
https://www.webcaster4.com/Webcast/Page/2272/46868
The teleconference replay will be available shortly after the completion of the live event through 9:00 am Eastern time on November 15, 2022. You may access the replay by dialing (Toll Free) 877-481-4010 domestically, or 919-882-2331 internationally, and referencing conference ID 46868.
You may also access the replay by visiting the company's web site:
https://www.englobal.com/events-and-presentations/
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.
| 6 |
Safe Harbor for Forward-Looking Statements
The statements above regarding the Company's expectations, including those relating to its future results, its future 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.
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CONTACT:
Market Makers - Investor Relations
Jimmy Caplan
512-329-9505
Email: jimmycaplan@me.com
Market Makers - Media Relations
Rick Eisenberg
212-496-6828
Email: eiscom@msn.com
| 7 |
Cover |
Nov. 08, 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 | Nov. 08, 2022 |
| Entity Incorporation State Country Code | NV |
| Entity Tax Identification Number | 88-0322261 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity File Number | 001-14217 |
| Entity Address Address Line 1 | 11740 Katy Fwy – Energy Tower III |
| Entity Address Address Line 2 | 11th floor |
| Entity Address City Or Town | Houston |
| Entity Address State Or Province | TX |
| Entity Address Postal Zip Code | 77079 |
| City Area Code | 281 |
| Local Phone Number | 878-1000 |
| Security 12b Title | Common Stock, $0.001 par value |
| Trading Symbol | ENG |
| Security Exchange Name | NASDAQ |
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