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ENGLOBAL CORP - Quarter Report: 2017 July (Form 10-Q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

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

 

For the quarterly period ended July 1, 2017

 

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

 

Commission File No. 001-14217

 

ENGlobal Corporation

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of

incorporation or organization)

 

88-0322261

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

 

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

 

(281) 878-1000

(Registrant’s telephone number, including area code)

 

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

 

  Yes   [X] No   [  ]  

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

  Yes   [X] No   [  ]  

 

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

 

  Large Accelerated Filer [  ]   Accelerated Filer   [  ]
  Non-Accelerated Filer [  ] (Do not check if a smaller reporting company) Smaller Reporting Company   [X]
  Emerging growth company [  ]        

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

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

 

  Yes   [  ] No   [X]  

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on August 4, 2017.

 

  $0.001 Par Value Common Stock  

27,210,074 shares

 

 

 

 

 
Table of Contents 

 

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED July 1, 2017

 

TABLE OF CONTENTS

 

   

Page

Number

     
Part I. Financial Information 3
     
Item 1. Financial Statements 3
     
  Unaudited Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended July 1, 2017 and June 25, 2016 3
     
  Unaudited Condensed Consolidated Balance Sheets at July 1, 2017 and December 31, 2016 4
     
  Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 1, 2017 and June 25, 2016 5
     
  Notes to Unaudited Interim Condensed Consolidated Financial Statements 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
     
Item 4. Controls and Procedures 19
     
Part II. Other Information 19
     
Item 1. Legal Proceedings 19
     
Item 1A. Risk Factors 19
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
     
Item 3. Defaults Upon Senior Securities 20
     
Item 4. Mine Safety Disclosures 20
     
Item 5. Other Information 21
     
Item 6. Exhibits 21
     
  Signatures 22

 

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PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

ENGlobal Corporation

Condensed Consolidated Statements of Operations

(Unaudited)

(amounts in thousands, except per share data)

 

   For the Three Months Ended   For the Six Months Ended 
   July 1, 2017   June 25, 2016   July 1, 2017   June 25, 2016 
Operating revenues  $15,966   $13,842   $28,440   $28,654 
Operating costs   13,453    11,989    24,196    25,128 
Gross profit   2,513    1,853    4,244    3,526 
                     
Selling, general and administrative expenses   3,057    3,313    6,462    6,703 
Operating loss   (544)   (1,460)   (2,218)   (3,177)
                     
Other income:                    
Other income , net   52    1    55    7 
Interest expense, net   (11)   (49)   (76)   (85)
Loss from operations before income taxes   (503)   (1,508)   (2,239)   (3,255)
                     
Provision (benefit) for federal and state income taxes   392    95    (467)   (903)
                     
Net loss  $(895)  $(1,603)  $(1,772)  $(2,352)
                     
Basic and diluted loss per common share:  $(0.03)  $(0.06)  $(0.07)  $(0.08)
                     
Basic and diluted weighted average shares used in computing earnings (loss) per share:   27,135    27,831    27,162    27,884 

 

See accompanying notes to unaudited interim condensed consolidated financial statements.

 

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ENGlobal Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

(amounts in thousands, except share amounts)

 

   July 1, 2017   December 31, 2016 
ASSETS          
Current Assets:          
Cash, cash equivalents and restricted cash  $11,172   $15,687 
Trade receivables, net of allowances of $302 and $422   11,464    10,455 
Prepaid expenses and other current assets   653    1,240 
Costs and estimated earnings in excess of billings on uncompleted contracts   4,418    2,434 
Total Current Assets   27,707    29,816 
Property and equipment, net   1,231    1,194 
Goodwill   2,806    2,806 
Deferred tax asset   10,689    10,208 
Other assets   262    412 
Total Assets  $42,695   $44,436 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current Liabilities:          
Accounts payable  $2,166   $2,876 
Accrued compensation and benefits   1,926    2,099 
Billings in excess of costs and estimated earnings on uncompleted contracts   2,520    1,371 
Other current liabilities   899    1,270 
Total Current Liabilities   7,511    7,616 
Long Term Leases   63    14 
Total Liabilities   7,574    7,630 
Commitments and Contingencies (Note 8)          
Stockholders’ Equity:          
Common stock - $0.001 par value; 75,000,000 shares authorized; 27,210,074 and 27,190,082 shares issued and outstanding at July 1, 2017 and December 31, 2016, respectively   27    27 
Additional paid-in capital   36,409    36,322 
Accumulated (deficit) earnings   (1,315)   457 
Total Stockholders’ Equity   35,121    36,806 
Total Liabilities and Stockholders’ Equity  $42,695   $44,436 

 

See accompanying notes to unaudited interim condensed consolidated financial statements.

 

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ENGlobal Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(amounts in thousands)

 

   For the Six Months Ended 
   July 1, 2017   June 25, 2016 
Cash Flows from Operating Activities:          
Net loss  $(1,772)  $(2,352)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:          
Depreciation and amortization   543    619 
Share-based compensation expense   292    242 
Loss on disposal of fixed assets       1 
Deferred tax asset   (481)   (1,063)
Changes in current assets and liabilities:          
Trade accounts receivable   (1,010)   9,823 
Costs and estimated earnings in excess of billings on uncompleted contracts   (1,984)   414 
Other current assets   534    662 
Accounts payable   (823)   444 
Accrued compensation and benefits   (173)   (635)
Billings in excess of costs and estimated earnings on uncompleted contracts   1,149    (162)
Income taxes payable   149    (257)
Other current liabilities, net   (264)   (72)
Net cash provided by (used in) operating activities  $(3,840)  $7,664 
           
Cash Flows from Investing Activities:          
Proceeds from notes receivable   40    29 
Property and equipment acquired   (520)   (84)
Net cash used in investing activities  $(480)  $(55)
           
Cash Flows from Financing Activities:          
Purchase of treasury stock   (91)   (479)
Debt issuance cost       (20)
Payments on capitalized leases   (104)   (177)
Net cash used in financing activities  $(195)  $(676)
Net change in cash, cash equivalents and restricted cash   (4,515)   6,933 
Cash, cash equivalents and restricted cash, at beginning of period   15,687    7,806 
Cash, cash equivalents and restricted cash, at end of period  $11,172   $14,739 
           
Supplemental disclosure of cash flow information:          
Cash paid during the period for interest  $80   $87 
Cash paid (received) during the period for income taxes (net of refunds)  $(146)  $418 

 

See accompanying notes to unaudited interim condensed consolidated financial statements.

 

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ENGLOBAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements of ENGlobal Corporation (which may be referred to as “ENGlobal,” the “Company,” “we,” “us,” or “our”) were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, these condensed financial statements do not include all of the information or note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP. These condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016, included in the Company’s 2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

 

The condensed financial statements included herein are unaudited for the three and six month periods ended July 1, 2017 and June 25, 2016, and in the case of the condensed balance sheet as of December 31, 2016, have been derived from the audited financial statements of the Company. These financial statements reflect all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary to fairly present the results for the periods presented.

 

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

 

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

 

Each of our quarters is comprised of 13 weeks.

 

Changes in Accounting

 

In March 2016, the Financial Statements Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, to change several aspects of accounting for share-based payment transactions, including a requirement to recognize all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This pronouncement is effective for interim and annual reporting periods beginning after December 31, 2016, with early adoption permitted. Varying transition methods (modified retrospective, retrospective or prospective) are applied to different provisions of the standard. We adopted this pronouncement in the first quarter of 2017 by electing to account for forfeitures in compensation costs as they occur and reflecting this change in accounting policy on a modified retrospective basis through a non-material, cumulative-effect adjustment reducing accumulated earnings as of the beginning of 2017. We recognized a benefit in stock compensation related to forfeitures of $.01 million in the six months ended July 1, 2017.

 

In November 2016, the FASB Issued Update 2016-18, Statement of Cash flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). This update addresses the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. This pronouncement is effective for interim and annual reporting periods beginning after December 15, 2017, with early application permitted. We have adopted this pronouncement in the first quarter of 2017 and have reported restricted cash as a component of ending cash, cash equivalents and restricted cash on the Statements of Cash Flows.

 

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 ENGLOBAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

New Accounting Pronouncements Not Yet Adopted

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts with Customers (Topic 606), that will supersede most of the existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. This new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity’s nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In May 2016, the FASB issued ASU No. 2016-12 to clarify certain narrow aspects of Topic 606 such as assessing the collectability criterion, presentation of sales taxes and other similar taxes collected from customers, non-cash consideration, contract modifications at transition, completed contracts at transition, and other technical corrections. This new accounting standard, as updated, is effective for interim and annual reporting periods beginning after December 15, 2017. We have begun the process of evaluating the principles in the new standard following the five step approach and we are assessing its potential impact on our financial position, results of operations, cash flows and related disclosures. Through our initial evaluation, we believe the impact to our financial statements will be immaterial and we do not believe the implementation will have a material impact on our business practices.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), that will amend the accounting standards for leases. This new standard retains a distinction between finance leases and operating leases but the primary change is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases on the lessee’s balance sheet and certain aspects of lease accounting have been simplified. This new standard requires additional qualitative and quantitative disclosures along with specific quantitative disclosures required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. This pronouncement is effective for interim and annual reporting periods beginning after December 15, 2018, with early application permitted. We are currently evaluating the provisions of this pronouncement and are assessing its potential impact on our financial position, results of operations, cash flows and related disclosures. However we are currently unable to reasonably estimate the impact this pronouncement will have on our financial statements and related disclosures.

 

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This amendment addresses how certain specified cash receipts and cash payments are presented in the statement of cash flows. This guidance becomes effective for interim and annual reporting periods beginning after December 15, 2017. We are currently evaluating the provisions of this pronouncement and are assessing its potential impact on our financial position, results of operations, cash flows and related disclosures.

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This amendment removes the second step of the two-step goodwill impairment test. When adopted, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. This pronouncement is effective for the Company’s annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the provisions of this pronouncement and are assessing its potential impact on our financial position, results of operations, cash flows and related disclosures.

 

 

NOTE 2 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

The following table provides a reconciliation of Cash, cash equivalents and restricted cash reported within the consolidated financial statements:

 

   July 1, 2017   December 31, 2016 
   (dollars in thousands) 
Cash and cash equivalents  $10,512   $15,687 
Restricted cash   660     
Total cash, cash equivalents and restricted cash  $11,172   $15,687 

 

Amounts included in restricted cash represent those required to be set aside to collateralize a letter of credit required by a customer. This letter of credit will expire in December 2017.

 

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 ENGLOBAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 - CONTRACTS

 

Costs, estimated earnings and billings on uncompleted contracts consisted of the following at July 1, 2017 and December 31, 2016:

 

   July 1, 2017   December 31, 2016 
   (dollars in thousands) 
Costs incurred on uncompleted contracts  $60,455   $58,933 
Estimated earnings on uncompleted contracts   24,824    24,694 
Earned revenues   85,279    83,627 
Less: billings to date   83,381    82,564 
Net costs and estimated earnings in excess of billings on uncompleted contracts  $1,898   $1,063 
           
Costs and estimated earnings in excess of billings on uncompleted contracts  $4,418   $2,434 
Billings in excess of costs and estimated earnings on uncompleted contracts   (2,520)   (1,371)
Net costs and estimated earnings in excess of billings on uncompleted contracts  $1,898   $1,063 

  

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 currently have $0.5 million in contingency amounts as of July 1, 2017 compared to $0.9 million as of December 31, 2016. Losses on contracts are recorded in full as they are identified. Fixed price contracts generally include retainage provisions under which a percentage of the contract price is withheld until the project is complete and has been accepted by our customer. We currently have $0.5 million in retainage as of July 1, 2017 compared to $1.4 million as of December 31, 2016.

 

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 currently have $0.8 million in deferred revenue recognition as of July 1, 2017 compared to $0.1 million as of December 31, 2016. This deferred revenue represents work on not–to-exceed contracts that has been performed but has not been billed or booked 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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 ENGLOBAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4 – LINE OF CREDIT AND LETTER OF CREDIT FACILITIES

 

Line of Credit Facility

 

On March 31, 2017, the Company terminated its credit facility with Regions Bank. There were no loans outstanding under that facility on that date. See “Note 6 - Credit Facilities” to our financial statements included in our 2016 Annual Report on Form 10-K for a description of the material terms of the Regions Bank credit facility. The facility was terminated because the Company believes that its cash on hand, internally generated funds and other working capital are sufficient to fund its current operations and near term growth. In addition, the elimination of the facility, which was scheduled to expire in September 2017, will significantly reduce costs to the Company.

 

NOTE 5 – SEGMENT INFORMATION

 

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 EPCM 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. The Automation segment provides services related to the design, integration and implementation of advanced automation, information technology, process distributed control systems, analyzer systems, and electrical projects primarily to the upstream and downstream sectors throughout the United States.

 

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

 

Segment information for the three months ended July 1, 2017 and June 25, 2016 is as follows (dollars in thousands):

 

For the three months ended July 1, 2017:  EPCM   Automation   Corporate   Consolidated 
                 
Revenue  $10,095   $5,871   $   $15,966 
Gross profit   1,777    736        2,513 
SG&A   877    532    1,648    3,057 
Operating income (loss)   900    204    (1,648)   (544)
Other income                  52 
Interest expense, net                  (11)
Tax expense                  392 
Net loss                 $(895)

 

For the three months ended June 25, 2016:  EPCM   Automation   Corporate   Consolidated 
                 
Revenue  $8,257   $5,585   $   $13,842 
Gross profit   789    1,064        1,853 
SG&A   754    775    1,784    3,313 
Operating income (loss)   35    289    (1,784)   (1,460)
Other income                  1 
Interest expense, net                  (49)
Tax expense                  95 
Net loss                 $(1,603)

 

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 ENGLOBAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Segment information for the six months ended July 1, 2017 and June 25, 2016 is as follows (dollars in thousands):

 

For the six months ended July 1, 2017:  EPCM   Automation   Corporate   Consolidated 
                 
Revenue  $18,260   $10,180   $   $28,440 
Gross profit   2,719    1,525        4,244 
SG&A   1,795    1,138    3,529    6,462 
Operating income (loss)   924    387    (3,529)   (2,218)
Other income                  55 
Interest expense, net                  (76)
Tax benefit                  (467)
Net loss                 $(1,772)

 

For the six months ended June 25, 2016:  EPCM   Automation   Corporate   Consolidated 
                 
Revenue  $16,784   $11,870   $   $28,654 
Gross profit   1,423    2,103        3,526 
SG&A   1,523    1,518    3,662    6,703 
Operating income (loss)   (100)   585    (3,662)   (3,177)
Other income                  7 
Interest expense, net                  (85)
Tax benefit                  (903)
Net loss                 $(2,352)

 

Total Assets by Segment 

As of

July 1, 2017

  

As of

December 31, 2016

 
   (dollars in thousands) 
EPCM  $8,183   $6,530 
Automation   11,876    10,296 
Corporate   22,636    27,610 
Consolidated  $42,695   $44,436 

 

NOTE 6 – FEDERAL AND STATE INCOME TAXES

 

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

 

The Company applies a more likely than not recognition threshold for all tax uncertainties. The FASB guidance for uncertain tax positions only allows the recognition of those tax benefits, based on their technical merits that have a greater than 50 percent likelihood of being sustained upon examination by the taxing authorities. Management has reviewed the Company’s tax positions and determined there are no uncertain tax positions requiring recognition in the financial statements. U.S. federal tax returns prior to 2013 and Texas margins tax returns prior to 2013 are closed. Generally, the applicable statues of limitations are three to four years from their filings.

 

The Company recorded a $392 thousand income tax expense versus a $95 thousand income tax expense for the three months ended July 1, 2017, as compared to the three months ended June 25, 2016. The tax expense was principally due to stock options that expired during the quarter which represented $391 thousand in tax expense and the change in the annual effective tax rate as calculated under ASC 740-270.

 

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ENGLOBAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The effective income tax benefit rate for the six months ended July 1, 2017 was 20.9%, as compared to 27.7% for the six months ended June 25, 2016. The effective tax benefit rate differed from the federal statutory tax benefit rate of 35% primarily due to non-deductible items and the expiration of non-qualified stock options, which represents tax expense of approximately 22% partially offset by adjustments of state tax NOLs and foreign income taxes, which represents tax benefits of approximately 11%.

 

NOTE 7 – STOCK REPURCHASE PROGRAM

 

On April 21, 2015, the Company announced that its Board of Directors authorized the repurchase of up to $2 million of the Company’s common stock from time to time through open market or privately negotiated transactions, based on prevailing market conditions. The Company is not obligated to repurchase any dollar amount or specific number of shares of common stock under the repurchase program, which may be suspended or discontinued at any time. As of July 1, 2017, the Company had purchased and retired 1,191,050 shares for $1.5 million under this program of which 63,156 shares were purchased in the three months ended July 1, 2017 for $91 thousand. The stock repurchase program was suspended on May 16, 2017.

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

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

 

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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ENGLOBAL CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

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

 

Forward-Looking Statements

 

Certain information contained in this Quarterly Report on Form 10-Q, as well as other written and oral statements made or incorporated by reference from time to time by the Company and its representatives in other reports, filings with the Securities and Exchange Commission, press releases, conferences or otherwise, may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. This information includes, without limitation, statements concerning the Company’s future financial position and results of operations, planned capital expenditures, business strategy and other plans for future operations, the future mix of revenues and business, customer retention, project reversals, commitments and contingent liabilities, future demand and industry conditions. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Generally, the words “anticipate,” “believe,” “estimate,” “expect,” “may” and similar expressions, identify forward-looking statements, which generally are not historical in nature. Actual results could differ materially from the results described in the forward-looking statements due to the risks and uncertainties set forth in this Quarterly Report on Form 10-Q, the specific risk factors identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, and those described from time to time in our future reports filed with the Securities and Exchange Commission.

 

The following discussion is qualified in its entirety by, and should be read in conjunction with, the Company’s condensed consolidated financial statements, including the notes thereto, included in this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

 

Results of Operations

 

ENGlobal Corporation (which may be referred to as “ENGlobal,” the “Company,” “we,” “us” or “our”), incorporated in the State of Nevada in June 1994, is a leading provider of engineering and professional services principally to the energy industry through two segments: Engineering, Procurement and Construction Management (“EPCM”), which includes fabrication, and Automation engineering and integrated products (“Automation”).

 

The majority of the Company’s EPCM services have historically been provided through time-and-material contracts and a majority of the Company’s engineered automation system revenues have been provided through fixed-price contracts. In the course of providing our services, we routinely provide materials and equipment and may provide construction or construction management services on a subcontractor basis. Generally, these materials, equipment and subcontractor costs are passed through to our clients and reimbursed, along with handling fees, which in general are at margins lower than those of our normal core business. In accordance with industry practice and generally accepted accounting principles, all such costs and fees are included in revenue. The use of subcontractor services can vary significantly from project to project; therefore, changes in revenue and gross profit, SG&A expense and operating income as a percentage of revenue may not be indicative of the Company’s core business trends. Segment operating SG&A expense includes management, business development and staff compensation, office costs such as rents and utilities, depreciation, amortization, travel, and other expenses generally unrelated to specific client contracts, but directly related to the support of a segment’s operations. Corporate SG&A expenses include finance, accounting, human resources, legal and information technology which are unrelated to specific projects but which are incurred to support corporate activities.

 

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ENGLOBAL CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Comparison of the three and six months ended July 1, 2017 versus the three and six months ended June 25, 2016

 

The following table, for the three months ended July 1, 2017 versus the three months ended June 25, 2016, provides relevant financial data that is derived from our consolidated statements of operations (amounts in thousands except per share data).

 

Operations Data  EPCM   Automation   Corporate   Consolidated     
Three months ended July 1, 2017:                    
Revenue  $10,095   $5,871   $   $15,966    100.0%
Gross profit   1,777    736        2,513    15.7%
SG&A   877    532    1,648    3,057    19.1%
Operating income (loss)   900    204    (1,648)   (544)   (3.4)%
Other income                  52      
Interest expense, net                  (11)     
Tax expense                  392      
Net loss                 $(895)   (5.6)%
Diluted loss per share                 $(0.03)     

 

Three months ended June 25, 2016:                    
Revenue  $8,257   $5,585   $   $13,842    100.0%
Gross profit   789    1,064        1,853    13.4%
SG&A   754    775    1,784    3,313    23.9%
Operating income (loss)   35    289    (1,784)   (1,460)   (10.5)%
Other income                  1      
Interest expense, net                  (49)     
Tax expense                  95      
Net loss                 $(1,603)   (11.6)%
Diluted loss per share                 $(0.06)     

 

Increase (Decrease) in Operating Results:

                    
Revenue  $1,838   $286   $   $2,124    15.3%
Gross profit (loss)   988    (328)       660    35.6%
SG&A   123    (243)   (136)   (256)   (7.7)%
Operating income (loss)   865    (85)   136    916    62.7%
Other income                  51      
Interest expense, net                  38      
Tax expense                  297      
Net loss                 $(708)   (44.1)%
Diluted loss per share                 $(0.03)     

 

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ENGLOBAL CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

The following table, for the six months ended July 1, 2017 versus the six months ended June 25, 2016, provides relevant financial data that is derived from our consolidated statements of operations (amounts in thousands except per share data).

 

Operations Data  EPCM   Automation   Corporate   Consolidated     
Six months ended July 1, 2017:                    
Revenue  $18,260   $10,180   $   $28,440    100.0%
Gross profit   2,719    1,525        4,244    14.9%
SG&A   1,795    1,138    3,529    6,462    22.7%
Operating income (loss)   924    387    (3,529)   (2,218)   (6.2)%
Other income                  55      
Interest expense, net                  (76)     
Tax benefit                  (467)     
Net loss                 $(1,772)   (2.7)%
Diluted loss per share                 $(0.07)     
                          
Six months ended June 25, 2016:                         
Revenue  $16,784   $11,870   $   $28,654    100.0%
Gross profit   1,423    2,103        3,526    12.3%
SG&A   1,523    1,518    3,662    6,703    23.4%
Operating income (loss)   (100)   585    (3,662)   (3,177)   (11.1)%
Other income                  7      
Interest expense, net                  (85)     
Tax benefit                  (903)     
Net loss                 $(2,352)   (8.2)%
Diluted loss per share                 $(0.08)     
                          
Increase (Decrease) in Operating Results:                         
Revenue  $1,476   $(1,690)  $   $(214)   (0.7)%
Gross profit (loss)   1,296    (578)       718    20.4%
SG&A   272    (380)   (133)   (241)   (3.6)%
Operating income (loss)   1,024    (198)   133    959    30.2%
Other income (expense)                  48      
Interest expense, net                  9      
Tax benefit                  (436)     
Net loss                 $(579)   (24.6)%
Diluted loss per share                 $(0.01)     

  

Revenue – Revenue increased $2.1 million to $16.0 million from $13.9 million, or an increase of 15.3%, for the three months ended July 1, 2017, as compared to the three months ended June 25, 2016. Revenue from the EPCM segment increased $1.8 million to $10.1 million from $8.3 million, or an increase of 22.3%, for the three months ended July 1, 2017, as compared to the three months ended June 25, 2016. This increase was driven largely by increased awards to our government services group. Revenue from the Automation segment increased $0.3 million to $5.9 million from $5.6 million, or an increase of 5.1%, for the three months ended July 1, 2017, as compared to the three months ended June 25, 2016. This increase was driven by a mixture of new awards within our integration group that were offset by the closure of our Mobile, Alabama facility in 2016 and reduced revenues from our CPC project that is scheduled to be completed in the third quarter of 2017.

 

Revenue decreased $0.2 million to $28.4 million from $28.7 million, or a decline of 0.7%, for the six months ended July 1, 2017, as compared to the six months ended June 25, 2016. Revenue from the EPCM segment increased $1.5 million to $18.3 million from $16.8 million, or an increase of 8.8%, for the six months ended July 1, 2017, as compared to the six months ended June 25, 2016. This increase was driven largely by increased awards to our government services group. Revenue from the Automation segment decreased $1.7 million to $10.2 million from $11.9 million, or a decline of 14.2%, for the six months ended July 1, 2017, as compared to the six months ended June 25, 2016. This decline is due largely to the closure of our Mobile, Alabama facility in 2016.

 

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ENGLOBAL CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

When energy commodity prices began falling at the end of 2014, our clients had a large amount of capital projects in some stage of either planning, execution or completion. Throughout 2015 and 2016, a large majority of these projects were either completed or cancelled, and new projects have been much slower to develop. Although the Company is performing a certain base load of maintenance related and smaller capital projects, revenue for both the EPCM and Automation segments continues to be negatively impacted by the sustained period of low crude oil and natural gas prices and the corresponding significant decline in our clients’ activities.

 

During this period of reduced activity, we have taken the opportunity to expand our capabilities and refocus our business on providing engineered, repeatable and modularized solutions for our clients. These complete package solutions are typically larger in scope and include procured material and fabrication in addition to the consulting services we have traditionally performed. To that end, we have opened a fabrication facility to accommodate the expected additional project scope. With this addition, we are now vertically integrated from engineering and design to fabrication and integration. One result of this process is the development of a patent pending, modularized approach to well site oil and gas production systems that, in addition to other benefits, is intended to reduce well completion time and overall costs for certain clients. This methodology can be duplicated for other processes that our clients perform repeatedly. The addition of our fabrication facility is allowing us to capture additional scope on projects and self-perform work that we historically have outsourced allowing us to be more competitive in the market place.

 

Gross Profit – Gross profit margin increased to 15.7% from 13.4% for the three months ended July 1, 2017, as compared to the three months ended June 25, 2016. Gross profit for the EPCM segment increased $1.0 million to $1.8 million from $0.8 million and its gross profit margin increased to 17.6% from 9.6% for the three months ended July 1, 2017, as compared to the three months ended June 25, 2016. The increase in gross profit was driven largely by the increased awards to our government services group. Gross profit for the Automation segment decreased $0.3 million to $0.7 million from $1.0 million and its gross profit margin declined to 12.5% from 19.1% for the three months ended July 1, 2017, as compared to the three months ended June 25, 2016, largely due to the decline in the volume of the CPC project that is scheduled to be completed in the third quarter of 2017. Gross profit margin for both the EPCM segment and the Automation segment were positively impacted by improved utilization of our employees. We intend to continue monitoring labor utilization for both the EPCM and the Automation segments with the goal of improving gross profit margins while maintaining our ability to perform our anticipated work load.

 

Gross profit margin increased to 14.9% from 12.3% for the six months ended July 1, 2017, as compared to the six months ended June 25, 2016. Gross profit for the EPCM segment increased $1.3 million to $2.7 million from $1.4 million and its gross profit margin increased to 14.9% from 8.5% for the six months ended July 1, 2017, as compared to the six months ended June 25, 2016. The increase in gross profit was driven largely by the increased awards to our government services group. Gross profit for the Automation segment decreased $0.6 million to $1.5 million from $2.1 million and its gross profit margin declined to 15.0% from 17.7% for the six months ended July 1, 2017, as compared to the six months ended June 25, 2016.

 

Selling, General and Administrative – Overall our SG&A expenses declined by $0.2 million for both the three and six months ended July 1, 2017, as compared to the three and six months ended June 25, 2016. We have funded the operations of our newly opened fabrication facility in the amount of $0.2 million for the six months ended July 1, 2017 in addition to recent strategic hires in the key areas of business development and project management by reducing cost in other support functions.

 

Interest Expense, net - Interest expense was essentially unchanged and was less than $0.1 million for both the three and six months ended July 1, 2017 and the three and six months ended June 25, 2016. Our interest expense consists of interest on our capital leases, amortization of the cost of entering into the Loan Agreement with Regions Bank, and commitment and other fees associated with the Loan Agreement through March 31, 2017.

 

Tax Expense – The Company recorded a $392 thousand income tax expense versus a $95 thousand income tax expense for the three months ended July 1, 2017, as compared to the three months ended June 25, 2016. The difference between the tax benefit at the statutory rate and the tax expense was principally due to stock options that expired during the quarter, which represented $391 thousand in tax expense, and the impact of the change in the expected annual income tax rate as calculated under ASC 740-270.

 

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 ENGLOBAL CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS 

 

The effective income tax benefit rate for the six months ended July 1, 2017 was 20.9%, as compared to 27.7% for the six months ended June 25, 2016. The effective tax benefit rate differed from the federal statutory tax benefit rate of 35% primarily due to non-deductible items and the expiration of non-qualified stock options, which represent tax expense of approximately 22% partially offset by adjustments of state tax NOLs and foreign income taxes, which represents tax benefits of approximately 11%.

 

Net Loss – Net loss for the three months ended July 1, 2017 was $0.9 million, or a $0.7 million decrease from a net loss of $1.6 million for the three months ended June 25, 2016, as a result of higher gross profit combined with reductions in SG&A partially offset by an increase to tax expense.

 

Net loss for the six months ended July 1, 2017 was $1.8 million or a $0.6 million decrease from a net loss of $2.4 million for the six months ended June 25, 2016, as a result of higher gross profit combined with reductions in SG&A offset by an increase to tax expense.

 

Liquidity and Capital Resources

 

Overview

 

The Company defines liquidity as its ability to pay liabilities as they become due, fund business operations and meet monetary contractual obligations. Our primary sources of liquidity are cash on hand and internally generated funds. We had cash and restricted cash of approximately $11.2 million at July 1, 2017 and $15.7 million as of December 31, 2016. Our working capital as of July 1, 2017 was $20.2 million versus $22.2 million as of December 31, 2016. We believe our cash on hand, internally generated funds and other working capital are sufficient to fund our ongoing operations and provide us with the funds to grow.

 

Cash and the availability of cash could be materially restricted if (1) outstanding invoices billed are not collected or are not collected in a timely manner, (2) circumstances prevent the timely internal processing of invoices, (3) we lose one or more of our major customers, or (4) we are unable to win new projects that we can perform on a profitable basis. Actions outside of our control may hinder or preclude the collection of these receivables.

 

Cash Flows from Operating Activities

 

Operating activities used $3.8 million of cash versus providing $7.7 million of cash for the six months ended July 1, 2017, as compared to the six months ended June 25, 2016. The primary drivers of our increase in cash used in operations for the six months ended July 1, 2017 were a net operating loss of $1.8 million, reductions in collections of retainage of $1.0 million, costs in excess of billings net of billings in excess of costs of $0.8 million and accounts payable of $0.8 million.

 

Cash Flows from Investing Activities

 

Investing activities used cash of $0.5 million for the six months ended July 1, 2017 primarily due to expenditures for property and equipment related to our new fabrication facility. Investing activities used cash of $0.1 million for the six months ended June 25, 2016 primarily due to expenditures for property and equipment.

 

Cash Flows from Financing Activities

 

The use of cash during the six months ended July 1, 2017 and the six months ended June 25, 2016 were for the repurchase of common stock pursuant to the Company’s stock repurchase program in addition to the payment of obligations under capital leases.

 

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ENGLOBAL CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Line of Credit Facility

 

On March 31, 2017, the Company terminated its credit facility with Regions Bank. There were no loans outstanding under that facility on that date. See “Note 6 - Credit Facilities” to our financial statements included in our 2016 Annual Report on Form 10-K for a description of the material terms of the Regions Bank credit facility. The facility was terminated because the Company believes that its cash on hand, internally generated funds and other working capital are sufficient to fund its current operations and near term growth. In addition, the elimination of the facility, which was scheduled to expire in September 2017, will significantly reduce costs to the Company.

 

Stock Repurchase Program

 

On April 21, 2015, the Company announced that its Board of Directors authorized the repurchase of up to $2 million of the Company’s common stock from time to time through open market or privately negotiated transactions, based on prevailing market conditions. The Company is not obligated to repurchase any dollar amount or specific number of shares of common stock under the repurchase program, which may be suspended or discontinued at any time. As of July 1, 2017, the Company had purchased and retired 1,191,050 shares for $1.5 million under this program of which 63,156 shares were purchased in the three months ended July 1, 2017 for $91 thousand. The stock repurchase program was suspended on May 16, 2017.

 

Critical Accounting Policies

 

A summary of our critical accounting policies are described under the caption “Critical Accounting Policies” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2016 Annual Report on Form 10-K. Our critical accounting policies are further disclosed in Note 2 to the consolidated financial statements included in our 2016 Annual Report on Form 10-K.

 

Changes in Accounting

 

In March 2016, the Financial Statements Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, to change several aspects of accounting for share-based payment transactions, including a requirement to recognize all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This pronouncement is effective for interim and annual reporting periods beginning after December 31, 2016, with early adoption permitted. Varying transition methods (modified retrospective, retrospective or prospective) are applied to different provisions of the standard. We have adopted this pronouncement in the first quarter of 2017 by electing to account for forfeitures in compensation costs as they occur and reflecting this change in accounting policy on a modified retrospective basis through a non-material, cumulative-effect adjustment reducing accumulated earnings as of the beginning of 2017. We recognized a benefit of $.01 million in the six months ended July 1, 2017.

 

In November 2016, the FASB Issued Update 2016-18, Statement of Cash flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). This update addresses the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. This pronouncement is effective for interim and annual reporting periods beginning after December 15, 2017, with early application permitted. We adopted this pronouncement in the first quarter of 2017 and have reported restricted cash as a component of ending cash, cash equivalents and restricted cash on the Statements of Cash Flows.

 

New Accounting Pronouncements Not Yet Adopted

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts with Customers (Topic 606), that will supersede most of the existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. This new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity’s nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In May 2016, the FASB issued ASU No. 2016-12 to clarify certain narrow aspects of Topic 606 such as assessing the collectability criterion, presentation of sales taxes and other similar taxes collected from customers, non-cash consideration, contract modifications at transition, completed contracts at transition, and other technical corrections. This new accounting standard, as updated, is effective for interim and annual reporting periods beginning after December 15, 2017. We have begun the process of evaluating the principles in the new standard following the five step approach and we are assessing its potential impact on our financial position, results of operations, cash flows and related disclosures. Through our initial evaluation, we believe the impact to our financial statements will be immaterial and we do not believe the implementation will have a material impact on our business practices.

 

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ENGLOBAL CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), that will amend the accounting standards for leases. This new standard retains a distinction between finance leases and operating leases but the primary change is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases on the lessee’s balance sheet and certain aspects of lease accounting have been simplified. This new standard requires additional qualitative and quantitative disclosures along with specific quantitative disclosures required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. This pronouncement is effective for interim and annual reporting periods beginning after December 15, 2018, with early application permitted. We are currently evaluating the provisions of this pronouncement and are assessing its potential impact on our financial position, results of operations, cash flows and related disclosures. However we are currently unable to reasonably estimate the impact this pronouncement will have on our financial statements and related disclosures.

 

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This amendment addresses how certain specified cash receipts and cash payments are presented in the statement of cash flows. This guidance becomes effective for interim and annual reporting periods beginning after December 15, 2017. We are currently evaluating the provisions of this pronouncement and are assessing its potential impact on our financial position, results of operations, cash flows and related disclosures.

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This amendment removes the second step of the two-step goodwill impairment test. When adopted, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. This pronouncement is effective for the Company’s annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the provisions of this pronouncement and are assessing its potential impact on our financial position, results of operations, cash flows and related disclosures.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

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

 

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ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

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

 

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of July 1, 2017, as required by Rule 13a-15 of the Exchange Act. Based on the evaluation described above, our Chief Executive Officer and Chief Financial Officer have concluded that, as of July 1,2017, our disclosure controls and procedures were effective insofar as they are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

No changes in our internal control over financial reporting occurred during the three months ended July 1, 2017, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 1A. RISK FACTORS

 

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, which outlines factors that could materially affect our business, financial condition or future results, and the additional risk factors below. The risks described in our Annual Report on Form 10-K for the year ended December 31, 2016, are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditions or operating results.

 

Our backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain indicator of our future revenue or earnings. As of July 1, 2017, our backlog was approximately $31 million, including $3 million for the CPC Project. We expect a majority of this backlog to be completed in 2017 and 2018. We cannot assure investors that the revenue projected in our backlog will be realized or, if realized, will result in profits. Projects currently in our backlog may be canceled or may remain in our backlog for an extended period of time prior to project execution and, once project execution begins, it may occur unevenly over the current and multiple future periods. In addition, project terminations, suspensions or reductions in scope occur from time to time with respect to contracts reflected in our backlog, reducing the revenue and profit we actually receive from contracts reflected in our backlog. Future project cancellations and scope adjustments could further reduce the dollar amount of our backlog in addition to the revenue and profits that we actually earn. The potential for cancellations and adjustments to our backlog are exacerbated by economic conditions, particularly in our chosen area of concentration, the energy industry. The energy industry has experienced a sustained period of low crude oil and natural gas prices which has reduced our clients’ activities in the energy industry.

 

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If we are unable to collect our receivables, our results of operations and cash flows could be adversely affected. Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for work performed and materials supplied. In the ordinary course of business, we extend unsecured credit to our customers. We may also agree to allow our customers to defer payment on projects until certain milestones have been met or until the projects are substantially completed, and customers typically withhold some portion of amounts due to us as retainage. For example, as of July 1, 2017, our customer for the CPC project had $0.5 million in retainage. We bear the risk that our clients will pay us late or not at all. Though we evaluate and attempt to monitor our clients’ financial condition, there is no guarantee that we will accurately assess their creditworthiness. To the extent the credit quality of our clients deteriorates or our clients seek bankruptcy protection, our ability to collect receivables and our results of operations could be adversely affected. Even if our clients are credit-worthy, they may delay payments in an effort to manage their cash flow. Financial difficulties or business failure experienced by one or more of our major customers has had and could, in the future, continue to have a material adverse effect on both our ability to collect receivables and our results of operations.

 

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

 

The following table sets forth certain information with respect to repurchases of our common stock during the quarter ended July 1, 2017:

 

Period 

Total Number

Of Shares Purchased

   Average Price Paid per Share  

Total number of shares purchased as part of publicly announced plans or programs

(1)

  

Maximum

Dollar Value of Shares That

May Yet be Purchased Under the Plans or Programs

(1)

 
April 2, 2017 to April 29, 2017   7,000   $1.50    1,134,894   $582,323 
April 30, 2017 to June 3, 2017   56,156   $1.45    1,191,050   $501,591 
June 4, 2017 to July 1, 2017      $    1,191,050   $501,591 
Total   63,156   $1.46    1,191,050   $501,591 

 

  (1) On April 21, 2015, the Company announced that its Board of Directors authorized the repurchase of up to $2 million of the Company’s common stock from time to time through open market or privately negotiated transactions, based on prevailing market conditions. The Company is not obligated to repurchase any dollar amount or specific number of shares of common stock under the repurchase program, which may be suspended or discontinued at any time. As of July 1, 2017, the Company had purchased and retired 1,191,050 shares for $1.5 million under this program, which was suspended on May 16, 2017.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None

 

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ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

        Incorporated by Reference to:
Exhibit No.   Description   Form or Schedule   Exhibit No.   Filing
Date with SEC
  SEC File Number
                     
3.1   Restated Articles of Incorporation of Registrant dated August 8, 2002   10-Q   3.1   11/14/2002   001-14217
                     
3.2   Amendment to the Restated Articles of Incorporation of the Registrant, filed with the Nevada Secretary of State on June 2, 2006   8-A12B   3.1   12/17/2007   001-14217
                     
3.3   Second Amended and Restated Bylaws of Registrant dated April 14, 2016   8-K   3.1   4/15/2016   001-14217
                     
                     
*31.1   Certifications Pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934 for the Second Quarter 2017                
                     
*31.2   Certifications Pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934 for the Second Quarter 2017                
                     
*32.0   Certification Pursuant to Rule 13a – 14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Second Quarter 2017                
                     
*101.ins   XBRL instance document                
                     
*101.sch   XBRL taxonomy extension schema document                
                     
*101.cal   XBRL taxonomy extension calculation linkbase document                
                     
*101.def   XBRL taxonomy extension definition linkbase document                
                     
*101.lab   XBRL taxonomy extension label linkbase document                
                     
*101.pre   XBRL taxonomy extension presentation linkbase document                

 

* Filed herewith

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: August 9, 2017    
    ENGlobal Corporation
       
    By: /s/ Mark A. Hess
      Mark A. Hess
      Chief Financial Officer

 

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