ENGLOBAL CORP - Quarter Report: 2020 March (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
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For the quarterly period ended March 28, 2020
[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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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
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(Address
of principal executive offices)
|
|
(Zip
code)
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(281) 878-1000
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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|
Trading
Symbol(s)
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|
Name of
each exchange on which registered
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Common Stock, $0.001 par value
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|
ENG
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|
NASDAQ
|
Indicate
by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shortened period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X]
No [ ]
Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit such
files).
Yes [X]
No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large
Accelerated Filer
|
[ ]
|
|
Accelerated
Filer
|
[ ]
|
Non-Accelerated
Filer
|
[X]
|
|
Smaller
Reporting Company
|
[X]
|
Emerging
growth company
|
[ ]
|
|
|
|
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
[ ]
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes
[ ] No [X]
As of
May 7, 2020, the registrant had outstanding 27,413,626 shares of
common stock, par value $0.001 per share.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 28, 2020
TABLE OF CONTENTS
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Page
Number
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Part I.
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Financial Information
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3
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Item
1.
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Financial Statements
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3
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|
|
|
|
Unaudited Condensed Consolidated Statements of Operations for the
Three Months Ended March 28, 2020 and March 30, 2019
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3
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|
|
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Unaudited Condensed Consolidated
Balance Sheets at March 28, 2020 and December 28,
2019
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4
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|
|
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Unaudited Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 28, 2020 and March 30, 2019
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5
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|
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Unaudited Condensed Consolidated Statements of Stockholders’
Equity for the Three Months Ended March 28, 2020 and March 30,
2019
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6
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|
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Notes to Unaudited Interim Condensed Consolidated Financial
Statements
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7
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Item
2.
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Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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14
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|
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Item
3.
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Quantitative and Qualitative Disclosures About Market
Risk
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19
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|
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Item
4.
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Controls and Procedures
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19
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Part II.
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Other Information
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19
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|
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Item
1.
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Legal Proceedings
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19
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Item
1A.
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Risk Factors
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19
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Item
2.
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Unregistered Sales of Equity Securities and Use of
Proceeds
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21
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Item
3.
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Defaults Upon Senior Securities
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21
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Item
4.
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Mine Safety Disclosures
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21
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Item
5.
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Other Information
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21
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Item
6.
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Exhibits
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22
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Signatures
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23
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PART I – FINANCIAL INFORMATION
ENGlobal Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
(amounts in thousands, except per share data)
|
For the Three
Months Ended
|
|
|
March
28,
2020
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March
30,
2019
|
Operating
revenues
|
$19,260
|
$12,163
|
Operating
costs
|
16,000
|
10,825
|
Gross
profit
|
3,260
|
1,338
|
|
|
|
Selling, general
and administrative expenses
|
2,133
|
2,304
|
Operating
income (loss)
|
1,127
|
(966)
|
|
|
|
Other
income (expense):
|
|
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Other income,
net
|
1
|
15
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Interest expense,
net
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(5)
|
(3)
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Income
(Loss) from operations before income taxes
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1,123
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(954)
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|
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Provision
for federal and state income taxes
|
22
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20
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|
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Net
income (loss)
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1,101
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(974)
|
|
|
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Basic
and diluted income (loss) per common share:
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$0.04
|
$(0.04)
|
|
|
|
Basic
and diluted weighted average shares used in computing income (loss)
per share:
|
27,414
|
27,431
|
See
accompanying notes to unaudited interim condensed consolidated
financial statements.
3
ENGlobal Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
(amounts in thousands, except share amounts)
|
March
28,
2020
|
December
28,
2019
|
ASSETS
|
|
|
Current
Assets:
|
|
|
Cash and cash
equivalents
|
$6,769
|
$8,307
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Trade receivables,
net of allowances of $216 and $236
|
10,780
|
11,435
|
Prepaid expenses
and other current assets
|
698
|
889
|
Contract
assets
|
5,774
|
3,862
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Total Current
Assets
|
24,021
|
24,493
|
Property
and equipment, net
|
981
|
1,033
|
Goodwill
|
720
|
720
|
Other
assets
|
|
|
Right of use
asset
|
2,733
|
2,133
|
Deposits and other
assets
|
333
|
307
|
Total Other
Assets
|
3,066
|
2,440
|
Total
Assets
|
$28,788
|
$28,686
|
|
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
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Current
Liabilities:
|
|
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Accounts
payable
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$3,705
|
$3,261
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Accrued
compensation and benefits
|
2,375
|
2,783
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Current portion of
leases
|
1,553
|
1,041
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Contract
liabilities
|
3,637
|
5,438
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Other current
liabilities
|
843
|
681
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Total Current
Liabilities
|
12,113
|
13,204
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|
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Long-Term
Leases
|
1,535
|
1,458
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Total
Liabilities
|
13,648
|
14,662
|
Commitments
and Contingencies (Note 7)
|
|
|
Stockholders’
Equity:
|
|
|
Common stock -
$0.001 par value; 75,000,000
shares authorized; 27,413,626 shares issued and outstanding at
March 28, 2020 and December 28, 2019
|
27
|
27
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Additional paid-in
capital
|
36,949
|
36,934
|
Accumulated
deficit
|
(21,836)
|
(22,937)
|
Total
Stockholders’ Equity
|
15,140
|
14,024
|
Total Liabilities
and Stockholders’ Equity
|
$28,788
|
$28,686
|
See
accompanying notes to unaudited interim condensed consolidated
financial statements.
4
ENGlobal Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(amounts in thousands)
|
For the Three
Months Ended
|
|
|
March
28,
2020
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March
30,
2019
|
Cash
Flows from Operating Activities:
|
|
|
Net income
(loss)
|
$1,101
|
$(974)
|
Adjustments to
reconcile net income (loss) to net cash provided by (used in)
operating activities:
|
|
|
Depreciation and
amortization
|
96
|
84
|
Share-based
compensation expense
|
15
|
16
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Changes in current
assets and liabilities:
|
|
|
Trade accounts
receivable
|
655
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29
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Contract
assets
|
(1,912)
|
1,175
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Other current
assets
|
165
|
163
|
Accounts
payable
|
444
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29
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Accrued
compensation and benefits
|
(408)
|
(397)
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Contract
liabilities
|
(1,801)
|
1,406
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Income taxes
payable
|
258
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20
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Other current
liabilities, net
|
(97)
|
(253)
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Net cash provided
by (used in) operating activities
|
$(1,484)
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$1,298
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|
|
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Cash
Flows from Investing Activities:
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Proceeds from notes
receivable
|
—
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5
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Property and
equipment acquired
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(34)
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(5)
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Net cash used in
investing activities
|
$(34)
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$—
|
|
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|
Cash
Flows from Financing Activities:
|
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Purchase of
treasury stock
|
—
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(60)
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Payments on finance
leases
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(20)
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(1)
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Net cash used in
financing activities
|
$(20)
|
$(61)
|
Net change in cash
and cash equivalents
|
(1,538)
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1,237
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Cash
and cash equivalents at beginning of period
|
8,307
|
6,060
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Cash
and cash equivalents at end of period
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$6,769
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$7,297
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|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Cash paid during
the period for interest
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$5
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$5
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Right of use assets
obtained in exchange for new operating lease liability
|
$963
|
$209
|
See
accompanying notes to unaudited interim condensed consolidated
financial statements.
5
ENGlobal Corporation
Condensed Consolidated Statements of Stockholders’
Equity
(Unaudited)
(amounts in thousands)
|
Quarter
Ended
|
Quarter
Ended
|
|
March
28,
2020
|
March
30,
2019
|
|
|
|
Common
Stock
|
$27
|
$27
|
|
|
|
Additional
Paid-in Capital
|
|
|
Balance at
beginning of period
|
36,934
|
36,934
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Share-based
compensation - employee
|
15
|
16
|
Treasury stock
retired
|
—
|
(60)
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Balance at end of
period
|
36,949
|
36,890
|
|
|
|
Accumulated
Earnings (Deficit)
|
|
|
Balance at
beginning of period
|
(22,937)
|
(21,472)
|
Net income
(loss)
|
1,101
|
(974)
|
Balance at end of
period
|
(21,836)
|
(22,446)
|
|
|
|
Treasury
Stock
|
|
|
Balance at
beginning of period
|
—
|
—
|
Stock
repurchased
|
—
|
(60)
|
Treasury stock
retired
|
—
|
60
|
Balance at end of
period
|
—
|
—
|
|
|
|
Total
Stockholders’ Equity
|
$15,140
|
$14,471
|
See
accompanying notes to unaudited interim condensed consolidated
financial statements.
6
ENGLOBAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 1 – BASIS OF PRESENTATION
The
accompanying unaudited condensed consolidated financial statements
of ENGlobal Corporation (which may be referred to as
“ENGlobal,” the “Company,”
“we,” “us,” or “our”) were
prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”)
for interim financial information and the rules and regulations of
the Securities and Exchange Commission. Accordingly, these
condensed financial statements do not include all of the
information or note disclosures normally included in annual
financial statements prepared in accordance with U.S. GAAP. These
condensed financial statements should be read in conjunction with
the audited financial statements for the year ended December 28,
2019, included in the Company’s 2019 Annual Report on Form
10-K filed with the Securities and Exchange
Commission.
The
condensed financial statements included herein are unaudited for
the three month periods ended March 28, 2020 and March 30, 2019,
and in the case of the condensed balance sheet as of December 28,
2019 have been derived from the audited financial statements of the
Company. These financial statements reflect all adjustments
(consisting of normal recurring adjustments), which are, in the
opinion of management, necessary to fairly present the results for
the periods presented.
The
Company has assessed subsequent events through the date of filing
of these condensed financial statements with the Securities and
Exchange Commission and believes that the disclosures made herein
are adequate to make the information presented herein not
misleading.
We had
no items of other comprehensive income in any period presented;
therefore, no other components of comprehensive income are
presented.
Each of
our quarters is comprised of 13 weeks.
NOTE 2 – ACCOUNTING STANDARDS
Revenue
Recognition – Our
revenue is comprised of engineering, procurement and construction
management services and sales of fabricated systems and integrated
control systems that we design and assemble. The majority of our
services are provided under time-and-material contracts. Some
time-and-material contracts may have limits. Revenue is not
recognized over these limits until authorization by the client has
been received.
A
majority of sales of fabrication and assembled systems are under
fixed-price contracts. We account for a contract when it has
approval and commitment from both parties, the rights of the
parties are identified, payment terms are identified, the contract
has commercial substance and collectability of consideration is
probable.
We
generally recognize revenue over time as we perform because of
continuous transfer of control to the customer. Our customer
typically controls the work in process as evidenced either by
contractual termination clauses or by our rights to payment for
work performed to date plus a reasonable profit to deliver products
or services that do not have an alternative use to the Company. The
selection of the method to measure progress towards completion
requires judgment and is based on the nature of the products or
service to be provided, which measures the ratio of costs incurred
to date to the total estimated costs at completion of the
performance obligation. We generally use the cost-to-cost method on
the labor portion of a project for revenue recognition to measure
progress of our contracts because it best depicts the transfer of
control to the customer which occurs as we consume the materials on
the contracts. Therefore, revenues and estimated profits are
recorded proportionally as labor costs are incurred.
7
Under
the typical payment terms of our fixed-price contracts, the
customer pays us progress payments. These progress payments are
based on quantifiable measures of performance or on the achievement
of specified events or milestones. The customer may retain a small
portion of the contract price until completion of the contract.
Revenue recognized in excess of billings is recorded as a contract
asset on the balance sheet. Amounts billed and due from our
customers are classified as receivables on the balance sheet. The
portion of the payments retained by the customer until final
contract settlement is not considered a significant financing
component because the intent is to protect the customer should we
fail to adequately complete some or all of our obligations under
the contract. For some contracts we may receive advance payments
from the customer. We record a liability for these advance payments
in contract liabilities on the balance sheet. The advance payment
typically is not considered a significant financing component
because it is used to meet working capital demand that can be
higher in the early stages of a contract and to protect us from the
other party failing to adequately complete some or all of its
obligations under the contract.
To
determine proper revenue recognition for contracts, we evaluate
whether two or more contracts should be combined and accounted for
as one single performance obligation or whether a single contract
should be accounted for as more than one performance obligation.
This evaluation requires significant judgment and the decision to
combine a group of contracts or separate a single contract into
multiple performance obligations could change the amount of revenue
and profit recorded in a given period. For most of our contracts,
we provide a significant service of integrating a complex set of
tasks and components into a single project. Hence, the entire
contract is accounted for as one performance obligation. Less
commonly, we may provide distinct goods or services within a
contract in which case we separate the contract into more than one
performance obligation. If a contract is separated into more than
one performance obligation, we allocate the total transaction price
to each performance obligation in an amount based on the estimated
relative standalone selling price of the promised goods or services
underlying each performance obligation and use the expected cost
plus margin approach to estimate the standalone selling price of
each performance obligation. Due to the nature of the work required
to be performed on many of our performance obligations, the
estimation of total revenue and cost at completion is complex,
subject to variables and requires significant judgment. We estimate
variable consideration at the most likely amount to which we expect
to be entitled. We include estimated amounts in the transaction
price to the extent it is probable that a significant reversal of
cumulative revenue recognized will not occur when the uncertainty
associated with the variable consideration is resolved. Our
estimates of variable consideration and determination of whether to
include estimated amounts in the transaction price are based
largely on an assessment of our anticipated performance and all
information (historical, current and forecasted) that is reasonably
available to us.
Contracts
are often modified to account for changes in contract
specifications and requirements. We consider contract modifications
to exist when the modification either creates new or changes the
existing enforceable rights and obligations. Most of our contract
modifications are for goods or services that are not distinct from
the existing contract due to the significant integration service
provided in the context of the contract and are accounted for as if
they were part of that existing contract. The effect of a contract
modification on the transaction price and our measure of progress
for the performance obligation to which it relates, is recognized
as an adjustment to revenue (either as an increase or a reduction
of revenue) on a cumulative catch-up basis.
We
have a standard, monthly process in which management reviews the
progress and execution of our performance obligations. As part of
this process, management reviews information including, but not
limited to, any outstanding key contract matters, progress towards
completion and the related program schedule, identified risks and
opportunities and the related changes in estimates of revenues and
costs. The risks and opportunities include management’s
judgment about the ability and cost to achieve the schedule,
technical requirements, and other contractual requirements.
Management must make assumptions and estimates regarding labor
productivity and availability, the complexity of the work to be
performed, the availability of materials, the length of time to
complete the performance obligation, execution by our
subcontractors, the availability and timing of funding from our
customer and overhead cost rates, among other
variables.
Based
on this analysis, any adjustments to revenue, operating costs and
the related impact to operating income are recognized as necessary
in the period they become known. These adjustments may result from
positive performance and may result in an increase in operating
income during the performance of individual performance obligations
if we determine we will be successful in mitigating risks
surrounding the technical, schedule and cost aspects of those
performance obligations or realizing related opportunities. When
estimates of total costs to be incurred exceed total estimates to
be earned, a provision for the entire loss on the performance
obligation is recognized in the period the loss becomes known.
Likewise, these adjustments may result in a decrease in operating
income if we determine we will not be successful in mitigating
these risks or realizing related opportunities. Changes in
estimates of net revenue, operating costs and the related impact to
operating income are recognized monthly on a cumulative catch-up
basis, which recognizes in the current period the cumulative effect
of the changes on current and prior periods based on a performance
obligation’s percentage of completion. A significant change
in one or more of these estimates could affect the profitability of
one or more of our performance obligations.
8
NOTE 3 – REVENUE RECOGNITION
Our
revenue by contract type was as follows (dollars in
thousands):
|
For the Three
Months Ended
|
|
|
March
28,
2020
|
March
30,
2019
|
Fixed-price
revenue
|
$7,900
|
$4,227
|
Time-and-material
revenue
|
11,360
|
7,936
|
Total
Revenue
|
$19,260
|
$12,163
|
NOTE 4 – CONTRACT ASSETS AND CONTRACT
LIABILITIES
Our
contract assets consist of unbilled amounts typically resulting
from sales under long-term contracts when the cost-to-cost method
of revenue recognition is utilized and revenue recognized exceeds
the amount billed to the customer. Our contract liabilities consist
of advance payments and billings in excess of costs
incurred.
Costs,
estimated earnings and billings on uncompleted contracts consisted
of the following at March 28, 2020 and December 28,
2019:
|
March
28,
2020
|
December
28,
2019
|
|
(dollars in
thousands)
|
|
Costs incurred on
uncompleted contracts
|
$21,869
|
$23,846
|
Estimated earnings
on uncompleted contracts
|
2,848
|
5,188
|
Earned
revenues
|
24,717
|
29,034
|
Less: billings to
date
|
22,580
|
30,610
|
Net costs and
estimated earnings in excess of billings (billings in excess of
costs) on uncompleted contracts
|
$2,137
|
$(1,576)
|
|
|
|
Contract
assets
|
$5,774
|
$3,862
|
Contract
liabilities
|
(3,637)
|
(5,438)
|
Net contract
assets
|
$2,137
|
$(1,576)
|
NOTE 5 – SEGMENT INFORMATION
Our
segments are strategic business units that offer different services
and products and therefore require different marketing and
management strategies. The operating performance of our segments is
regularly reviewed with operational leaders in charge of our
engineering offices and automation offices of these segments, the
chief executive officer (“CEO”), the chief financial
officer (“CFO”) and others. This group represents the
chief operating decision maker (“CODM”) for
ENGlobal.
The
Engineering, Procurement and Construction Management
(“EPCM”) segment provides services relating to the
development, management and execution of projects requiring
professional engineering and related project services primarily to
the energy industry throughout the United States. The Automation
segment provides services related to the design, integration and
implementation of advanced automation, information technology,
process distributed control systems, analyzer systems, and
electrical projects primarily to the upstream and downstream
sectors of the energy industry throughout the United States. The
Automation segment includes the government services group, which
provides engineering, design, installation and operation and
maintenance of various government, public sector and international
facilities and the fabrication operation.
9
Revenues, operating
income, and identifiable assets for each segment are set forth in
the following table. The amount identified as Corporate includes
those activities that are not allocated to the operating segments
and includes costs related to business development, executive
functions, finance, accounting, safety, human resources and
information technology that are not specifically identifiable with
the segments.
Segment
information for the three months ended March 28, 2020 and March 30,
2019 is as follows (dollars in thousands):
For the three
months ended March 28, 2020:
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|
|
|
|
|
Revenue
|
$5,122
|
$14,138
|
$—
|
$19,260
|
Gross
profit
|
277
|
2,983
|
—
|
3,260
|
Gross Profit
Margin
|
5.4%
|
21.1%
|
|
16.9%
|
SG&A
|
665
|
335
|
1,133
|
2,133
|
Operating income
(loss)
|
(388)
|
2,648
|
(1,133)
|
1,127
|
Other income,
net
|
|
|
|
1
|
Interest expense,
net
|
|
|
|
(5)
|
Tax
expense
|
|
|
|
(22)
|
Net
income
|
|
|
|
$1,101
|
For the three
months ended March 30, 2019:
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|
|
|
|
|
Revenue
|
$5,633
|
$6,530
|
$—
|
$12,163
|
Gross
profit
|
671
|
667
|
—
|
1,338
|
Gross Profit
Margin
|
11.9%
|
10.2%
|
|
11.0%
|
SG&A
|
587
|
428
|
1,289
|
2,304
|
Operating income
(loss)
|
84
|
239
|
(1,289)
|
(966)
|
Other income,
net
|
|
|
|
15
|
Interest expense,
net
|
|
|
|
(3)
|
Tax
expense
|
|
|
|
(20)
|
Net
loss
|
|
|
|
$(974)
|
Total
assets by segment for the three months ended March 28, 2020 and
December 28, 2019 are as follows (dollars in
thousands):
Total
Assets by Segment
|
As
of
March
28,
2020
|
As
of
December
28,
2019
|
|
(dollars in
thousands)
|
|
EPCM
|
$6,543
|
$6,253
|
Automation
|
15,051
|
13,603
|
Corporate
|
7,194
|
8,830
|
Consolidated
|
$28,788
|
$28,686
|
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 740-270 we estimate an annual
effective tax rate based on year-to-date operating results and our
projection of operating results for the remainder of the year. We
apply this annual effective tax rate to the year-to-date operating
results. If our actual results differ from the estimated annual
projection, our estimated annual effective tax rate can change
affecting the tax expense for successive interim results as well as
the estimated annual tax expense results. Certain states are not
included in the calculation of the estimated annual effective tax
rate because the underlying basis for the tax is related to
revenues and not taxable income. Amounts for Texas margin taxes are
reported as income tax expense.
10
The
Company applies a more likely than not recognition threshold for
all tax uncertainties. The FASB guidance for uncertain tax
positions only allows the recognition of those tax benefits, based
on their technical merits that are greater than 50 percent
likelihood of being sustained upon examination by the taxing
authorities. Management has reviewed the Company’s tax
positions and determined there are no uncertain tax positions
requiring recognition in the financial statements. U.S. federal tax
returns prior to 2016 and Texas margins tax returns prior to 2016
are closed. Generally, the applicable statues of limitations are
three to four years from their filings.
On
March 27, 2020, the Coronavirus Aid, Relief and Economic Security
Act (“CARES Act”) was enacted and signed into law and
GAAP requires recognition of the tax effects of new legislation
during the reporting period that includes the enactment date.
The CARES Act includes changes to the tax provisions that benefit
business entities and makes certain technical corrections to the
Tax Cuts and Jobs Act enacted in 2017. The tax relief measures for
businesses include a five-year net operating loss carryback,
suspension of annual deduction limitation of 80% of taxable income
from net operating losses generated in a tax year beginning after
December 31, 2017, changes in the deductibility of interest,
acceleration of alternative minimum tax credit refunds, payroll tax
relief, and a technical correction to allow accelerated deductions
for qualified improvement property. The CARES Act also provides
other non-tax benefits to assist those impacted by the pandemic.
The Company evaluated the impact of the CARES Act and determined
that there was no significant impact to the income tax provision
for the quarter.
The
Company recorded income tax expense of $22 thousand for the three
months ended March 28, 2020 as compared to income tax expense of
$20 thousand for the three months ended March 30,
2019.
The
effective income tax rate for the three ended March 28, 2020 was
2.15% as compared to (2.06)% for the three months ended March 30,
2019. The effective tax rate differed from the federal statutory
rate of 21% primarily due to the effect of the valuation allowances
related to the unrealized deferred tax asset generated by the
current year benefit.
NOTE 7 – 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) which is partially
self-funded for these claims. Provisions for expected future
payments are accrued based on our experience, and specific stop
loss levels provide protection for the Company. We believe we have
adequate reserves for the self-funded portion of our insurance
policies. We are not aware of any material litigation or claims
that are not covered by these policies or which are likely to
materially exceed the Company’s insurance
limits.
NOTE 8 – LEASES
The
Company leases land, office space and equipment. Arrangements are
assessed at inception to determine if a lease exists and, with the
adoption of ASC 842, “Leases,” right-of-use
(“ROU”) assets and lease liabilities are recognized
based on the present value of lease payments over the lease term.
Because the Company’s leases do not provide an implicit rate
of return, the Company uses its incremental borrowing rate at the
inception of a lease to calculate the present value of lease
payments. The Company has elected to apply the short-term lease
exception for all asset classes, excluding lease liabilities from
the balance sheet and recognizing the lease payments in the period
they are incurred.
11
The
components of lease expense were as follows (dollars in
thousands):
|
Financial
Statement Classification
|
Three
months
ended
March
28,
2020
|
Three
months
ended
March
30,
2019
|
Finance
leases:
|
|
|
|
Amortization
expense
|
SG&A
Expense
|
$19
|
$—
|
Interest
expense
|
Interest expense,
net
|
5
|
—
|
Total finance lease
expense
|
|
24
|
—
|
|
|
|
|
Operating
leases:
|
|
|
|
Operating
costs
|
Operating
costs
|
219
|
213
|
Selling, general
and administrative expenses
|
SG&A
Expense
|
438
|
487
|
Total operating
lease expense
|
|
657
|
700
|
|
|
|
|
Short-term
leases:
|
|
|
|
Operating
costs
|
Operating
costs
|
—
|
—
|
Selling, general
and administrative expenses
|
SG&A
Expense
|
—
|
119
|
Total short-term
lease expense
|
|
—
|
119
|
Total lease
expense
|
|
$681
|
$819
|
Supplemental
balance sheet information related to leases was as follows (dollars
in thousands):
|
Financial
Statement Classification
|
March
28,
2020
|
December
28,
2019
|
ROU
Assets:
|
|
|
|
Operating
leases
|
Right of Use
asset
|
$2,733
|
$2,133
|
Finance
leases
|
Property and
equipment, net
|
299
|
318
|
Total ROU
Assets:
|
|
$3,032
|
$2,451
|
|
|
|
|
Lease
liabilities:
|
|
|
|
Current
liabilities
|
|
|
|
Operating
leases
|
Current portion of
leases
|
$1,472
|
$961
|
Finance
leases
|
Current portion of
leases
|
81
|
80
|
Noncurrent
Liabilities:
|
|
|
|
Operating
leases
|
Long Term
Leases
|
1,318
|
1,220
|
Finance
leases
|
Long Term
Leases
|
217
|
238
|
Total lease
liabilities
|
|
$3,088
|
$2,499
|
The
weighted average remaining lease term and weighted average discount
rate were as follows:
|
At March
28,
2020
|
Weighted average
remaining lease term (years)
|
|
Operating
leases
|
2.2
|
Finance
leases
|
3.8
|
Weighted average
discount rate
|
|
Operating
leases
|
2.6%
|
Finance
leases
|
10.5%
|
12
Maturities of
operating lease liabilities as of March 28, 2020 are as follows
(dollars in thousands):
Year
ending:
|
Operating
leases
|
Finance
leases
|
Total
|
2020 (remaining
months)
|
1,128
|
72
|
1,200
|
2021
|
1,448
|
96
|
1,544
|
2022
|
288
|
75
|
363
|
2023
|
—
|
55
|
55
|
2024
|
—
|
35
|
35
|
Total lease
payments
|
2,864
|
333
|
3,197
|
Less: imputed
interest
|
(74)
|
(35)
|
(109)
|
Total lease
liabilities
|
$2,790
|
$298
|
$3,088
|
NOTE 9 – SUBSEQUENT EVENTS
On
April 13, 2020, ENGlobal was granted an unsecured loan (the
“Loan”) from Origin Bank in the aggregate principal
amount of $4,915,800 pursuant to the Paycheck Protection Program
under Division A, Title I of Coronavirus Aid, Relief, and
Economic Security Act (“CARES Act”), which was
enacted on March 27, 2020. The Loan is evidenced by a promissory
note, dated as of April 13, 2020, by ENGlobal in favor
of Origin Bank, as lender.
13
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 (the “SEC”), 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
(the “Exchange Act”). 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 under
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” “Risk
Factors” and elsewhere in this Quarterly Report on Form 10-Q,
the specific risk factors identified under “Item 1A. Risk
Factors” in the Company’s Annual Report on Form 10-K
for the year ended December 28, 2019, and those described from time
to time in our future reports filed with the SEC.
The
following discussion is qualified in its entirety by, and should be
read in conjunction with, the Company’s financial statements,
including the notes thereto, included in this Quarterly Report on
Form 10-Q and the Company’s Annual Report on Form 10-K for
the year ended December 28, 2019.
Overview
ENGlobal
Corporation (which may be referred to as “ENGlobal,”
the “Company,” “we,” “us” or
“our”), incorporated in the State of Nevada in June
1994, is a leading provider of engineered modular solutions to the
energy industry. We deliver these solutions to our clients by
combining our vertically integrated engineering and professional
project execution services with our automation and systems
integration expertise and mechanical fabrication capabilities. We
believe our vertically integrated strategy allows us to
differentiate our company from most of our competitors as a full
service provider, thereby reducing our clients’ dependency on
and coordination of multiple vendors and improving control over
their project schedules. Our strategy and positioning has also
allowed the Company to pursue larger scopes of work centered around
many different types of modularized engineered
systems.
We have
identified modular project execution offerings as the opportunity
to which our capabilities are best applied, focused our business
development team on communicating these offerings to specific
clients and realigned our internal reporting structure to better
facilitate complete modular project execution. We have identified
seven strategic market initiatives where we have a history of
delivering project solutions and can provide complete project
execution that includes engineering, design, fabrication and
integration of automated control systems as a complete packaged
solution for our clients, preferably in a modular form. This
“design it once – build it many times” concept
has many merits including a single vendor interface, better control
of costs, better control of schedule and lower safety risk. These
seven targeted market initiatives include: (1) natural gas and
crude oil production systems; (2) synthesis gas processing; (3)
control systems implementation; (4) continuous emission monitoring
systems; (5) pipeline pump, compression, metering, loading and
blending systems; (6) adding customer relationships in specific
markets for automation; and (7) expanding government services
beyond our heritage contracts. We have identified specific
individuals within the Company to lead the efforts for each market
initiative - “a champion” - while coordinating with the
other sales leaders.
We
continue to be mindful of our overhead structure. While we have
made investments in key individuals, product developments and new
facilities and equipment, which have all negatively impacted our
selling, general and administrative expense
(“SG&A”) we have been able to offset those
increases with decreases in other areas and, overall, our SG&A
costs have continued to decrease. We recognize that the level of
our SG&A is greater than it could be for a company our size;
however, we have maintained our overhead structure in anticipation
of higher revenue levels.
On
April 18, 2018, we announced that our Board of Directors had
initiated a review of strategic alternatives, which could include
strategic mergers, reverse mergers, the issuance or buyback of
public shares, or the purchase or sale of specific assets, in
addition to other potential actions aimed at increasing shareholder
value. The Company does not intend to disclose or comment on
developments related to its review unless and until the Board has
approved a specific transaction or otherwise determined that
further disclosure is appropriate. There can be no assurance that
the Board’s strategic review will result in any transaction,
or any assurance as to its outcome or timing.
14
COVID-19 Update
On March 11, 2020, the World Health Organization
declared that the worldwide spread and severity of a new
coronavirus, referred to as COVID-19, was severe enough to be
characterized as a pandemic. The continued worldwide spread of
COVID-19, in conjunction with related government and other
preventative measures taken to mitigate the spread of COVID-19,
have caused severe disruptions in the worldwide economy, including
the global demand for oil and natural gas. In response, companies
within the energy industry (including our customers)
have announced capital spending cuts
which, in turn, may result in a decrease in new project awards or
adjustments, reductions, suspensions, cancellations or payment
defaults with respect to existing project awards.
At this
time, we believe
our backlog is sufficient to last for the balance of this year, and
thus far have only experienced one project cancellation, which had
$0.5 million in revenue for the three months ended March 28, 2020
and one postponed project with a contract value of $0.5
million. The extent to which
these events may impact our business, financial condition and
results of operations will depend on future developments, which are
highly uncertain and cannot be predicted at this time. The duration
and intensity of these impacts and resulting disruption to our
business, financial condition and results of operations is
uncertain and we will continue to monitor the situation and assess
the operational and financial impact on our
business.
In response to the continued spread of COVID-19 in
the United States, federal, state and local governments have
imposed various restrictions designed to slow the pace of the
pandemic, including stay at home mandates, including in cities
where we have offices and employees. We are adhering to the stay at
home mandates and while most of our employees can telecommute, some
cannot. Our challenge is to keep our employees as productive as
possible while not being located in their normal workplace. We are
seeking relief for employees impacted by COVID-19 in light of the
recently issued Families First Coronavirus Response Act in order to
minimize the impact to both our employees and our business. We also
expect to utilize some of the tax payment deferral opportunities
and federal refund acceleration opportunities provided by the IRS
and the Coronavirus Aid, Relief, and
Economic Security (“CARES Act”) Act. Further, on April 13, 2020, we obtained a
loan pursuant to the
Paycheck Protection Program under Division A, Title I of the CARES
Act. The loan, which is a significant cash injection for us, was
necessary to support our ongoing operations as we navigate the
economic uncertainty caused by the COVID-19 pandemic. As we
continue to monitor the situation and
assess the operational and financial impact on our business,
we may determine to
take further actions in response.
Because
the severity, magnitude and duration of the COVID-19 pandemic and
its economic consequences are uncertain, rapidly changing and
difficult to predict, the impact on our business, financial
condition and results of operations remains uncertain and difficult
to predict. If COVID–19 continues to spread or if the
response to contain the COVID-19 pandemic is unsuccessful, we could
experience a material adverse effect on our business, financial
condition, and results of operations. For additional information,
see Part II. Item 1A “Risk Factors.”
Critical Accounting Policies Update
A
summary of our critical accounting policies is described under the
caption “Critical Accounting Policies” in
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in our 2019 Annual
Report on Form 10-K. Our critical accounting policies are further
disclosed in Note 2 to the consolidated financial statements
included in our 2019 Annual Report on Form 10-K.
Results of Operations
In the
course of providing our time-and-material services, we routinely
provide materials and equipment and may provide construction
management services on a subcontractor basis. Generally, these
materials, equipment and subcontractor costs are passed through to
our clients and reimbursed, along with handling fees, which in
general are at margins lower than those of our normal core
business. In accordance with industry practice and generally
accepted accounting principles, all such costs and fees are
included in revenue. The material purchases and the use of
subcontractor services can vary significantly from project to
project; therefore, changes in revenue and gross profit, SG&A
expense and operating income as a percentage of revenue may not be
indicative of the Company’s core business
trends.
Segment
operating SG&A expense includes management and staff
compensation, office costs such as rents and utilities,
depreciation, amortization, travel, and other expenses generally
unrelated to specific client contracts, but directly related to the
support of a segment’s operations. Corporate SG&A
expenses include finance, accounting, human resources, business
development, legal and information technology which are unrelated
to specific projects but which are incurred to support the
company’s activities.
15
Comparison of the three months ended March 28, 2020 versus the
three months ended March 30, 2019
The
following table, for the three months ended March 28, 2020 versus
the three months ended March 30, 2019, provides relevant financial
data that is derived from our consolidated statements of operations
(amounts in thousands except per share data).
Operations
Data
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|
Three
months ended March 28, 2020:
|
|
|
|
|
|
Revenue
|
$5,122
|
$14,138
|
$—
|
$19,260
|
100%
|
Gross
profit
|
277
|
2,983
|
—
|
3,260
|
|
Gross Profit Margin
|
5.4%
|
21.1%
|
|
16.9%
|
|
SG&A
|
665
|
335
|
1,133
|
2,133
|
11.1%
|
Operating income
(loss)
|
(388)
|
2,648
|
(1,133)
|
1,127
|
5.9%
|
Other income
(expense), net
|
|
|
|
1
|
|
Interest expense,
net
|
|
|
|
(5)
|
|
Tax
expense
|
|
|
|
(22)
|
|
Net
income
|
|
|
|
$1,101
|
5.7%
|
Basic and diluted
income per share
|
|
|
|
$0.04
|
|
|
|
|
|
|
|
Three
months ended March 30, 2019:
|
|
|
|
|
|
Revenue
|
$5,633
|
$6,530
|
$—
|
$12,163
|
100%
|
Gross
profit
|
671
|
667
|
—
|
1,338
|
|
Gross Profit Margin
|
11.9%
|
10.2%
|
|
11.0%
|
|
SG&A
|
587
|
428
|
1,289
|
2,304
|
18.9%
|
Operating
income (loss)
|
84
|
239
|
(1,289)
|
(966)
|
(7.9)%
|
Other
income (expense), net
|
|
|
|
15
|
|
Interest
expense, net
|
|
|
|
(3)
|
|
Tax
expense
|
|
|
|
(20)
|
|
Net
loss
|
|
|
|
$(974)
|
(8.0)%
|
Basic and diluted
loss per share
|
|
|
|
$(0.04)
|
|
|
|
|
|
|
|
Increase
(Decrease) in
Operating
Results:
|
|
|
|
|
|
Revenue
|
$(511)
|
$7,608
|
$—
|
$7,097
|
58.3%
|
Gross
profit
|
(394)
|
2,316
|
—
|
1,922
|
|
SG&A
|
78
|
(93)
|
(156)
|
(171)
|
(7.4)%
|
Operating
income (loss)
|
(472)
|
2,409
|
156
|
2,093
|
216.7%
|
Other
income (expense), net
|
|
|
|
(14)
|
|
Interest
expense, net
|
|
|
|
(2)
|
|
Tax
expense
|
|
|
|
(2)
|
|
Net
income
|
|
|
|
$2,075
|
213.0%
|
Basic and diluted
income per share
|
|
|
|
$0.08
|
|
16
Revenue –
Revenue increased $7.1 million to $19.3 million from $12.2 million,
or an increase of 58.3%, for the three months ended March 28, 2020
as compared to the three months ended March 30, 2019. Revenue from
the EPCM segment decreased $0.5 million to $5.1 million from $5.6
million, or a decrease of 9.1%, for the three months ended March
28, 2020 as compared to the three months ended March 30, 2019. The
decrease is primarily due to the completion of several large
projects in 2019. Revenue
from the Automation segment increased $7.6 million to $14.1 million
from $6.5 million, or an increase of 116.5%, for the three months
ended March 28, 2020 as compared to the three months ended March
30, 2019. This increase is primarily due to two projects that were
awarded in 2019 and have increased in scope.
Gross Profit –
Gross profit margin increased 5.9% to 16.9% from 11.0% for the
three months ended March 28, 2020 as compared to the three months
ended March 30, 2019. Gross profit for the EPCM segment decreased
$0.4 million to $0.3 million from $0.7 million and its gross profit
margin decreased 6.5% to 5.4% from 11.9% for the three months ended
March 28, 2020 as compared to the three months ended March 30,
2019. The decrease in gross profit margin is primarily attributable
to the cost associated with underutilized staffing at one of our
locations as projects were completed without subsequent renewals
during the first quarter of 2020. Gross profit margin for the
Automation segment increased 10.9% to 21.1% from 10.2% for the
three months ended March 28, 2020 as compared to the three months
ended March 30, 2019, primarily due to increased utilization of
personnel and the projects awards which began in 2019 and have
continued into 2020.
Selling, General and
Administrative Expense – SG&A expenses decreased
by $0.2 million for the three months ended March 28, 2020 as
compared to three months ended March 30, 2019 primarily due to the
reduction of both salaries and facilities costs by $0.1
million.
Other Income (Expense), Net
– Other income, net of expense, decreased $14 thousand
for the three months ended March 28, 2020 as compared to the three
months ended March 30, 2019 primarily due to rental income received
in 2019 with no comparable occurrence in 2020.
Interest Expense, net
– Interest expense is incurred primarily in connection
with our insurance financing and our finance leases. Our interest
expense increased to $5 thousand for the three months ended March
28, 2020 from $3 thousand for the three months ended March 30,
2019.
Tax Expense –
We recorded income tax expense of $22 thousand for the three months
ended March 28, 2020 as compared to income tax expense of $20
thousand for the three months ended March 30, 2019.
Net Income (Loss)
– Net income for the three months ended March 28, 2020
was $1.1 million, or a $2.1 million increase from a net loss of
$1.0 million for the three months ended March 30, 2019, primarily
as a result of our increase in revenue and higher margin projects
from our Automation segment.
17
Liquidity and Capital Resources
Overview
The
Company defines liquidity as its ability to pay its liabilities as
they become due, fund business operations and meet monetary
contractual obligations. As we are currently operating without a
credit facility, our primary sources of liquidity are cash on hand
and internally generated funds. We had cash of approximately $6.8
million at March 28, 2020 and $8.3 million at December 28, 2019.
Our working capital as of March 28, 2020 was $11.9 million versus
$11.3 million as of December 28, 2019. On April 13, 2020,
we obtained a loan pursuant to
the Paycheck Protection Program under Division A, Title I
of the CARES Act. The loan, which is a significant cash
injection for us, was necessary to support our ongoing operations
as we navigate the economic uncertainty caused by the COVID-19
pandemic. We believe our cash on hand, internally generated
funds, the borrowings under the loan and other working capital will
be sufficient to fund our current operations and expected growth
for the next twelve months.
Cash
and the availability of cash could be materially restricted if (1)
outstanding invoices billed are not collected or are not collected
in a timely manner, (2) circumstances prevent the timely internal
processing of invoices, (3) we lose one or more of our major
customers or our major customers significantly reduce the amount of
work requested from us, (4) we are unable to win new projects that
we can perform on a profitable basis, (5) we are awarded projects
that require a significant amount of cash to fund other components
of working capital or (6) we are unable to reverse our use of cash
to fund losses. If any such event occurs, we would be forced to
consider alternative financing options.
Cash Flows from Operating Activities
Operating
activities used $1.5 million of cash for the three months ended March 28, 2020
and generated $1.3 million of cash for the three months ended March
30, 2019. The primary drivers of our cash used by operations for
the three months ended March 28, 2020 were an increase in contract
assets net of contract liabilities of $3.7 million and $0.2 million
of cash used by an increase in other components of working capital,
partially offset by cash provided by a decrease in trade
receivables of $0.7 million, a decrease in other current assets of
$0.2 million, an increase in trade payables of $0.4 million, and
our operating income before non-cash expenses of $1.1
million.
Cash Flows from Investing Activities
Investing
activities used cash of $34 thousand for the three months ended
March 28, 2020 primarily for the purchase of property and
equipment.
Cash Flows from Financing Activities
Financing
activities used cash of $20 thousand for the three months ended
March 28, 2020 primarily for the interest incurred on our finance
leases. Financing activities used cash of $61 thousand for the
three months ended March 30, 2019 primarily for the purchase of
treasury stock, which used $60 thousand.
18
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not
applicable.
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 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 March 28, 2020, as required by Rule 13a-15 of the Exchange Act.
Based on the evaluation described above, our Chief Executive
Officer and Chief Financial Officer have concluded that, as of
March 28, 2020, our disclosure controls and procedures were
effective insofar as they are designed to ensure that information
required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the SEC’s
rules and forms and that such information is accumulated and
communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
No
changes in our internal control over financial reporting occurred
during the three months ended March 28, 2020, 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 may be
involved in various legal proceedings or may be subject to claims
that arise in the ordinary course of business alleging, among other
things, claims of breach of contract or negligence in connection
with the performance or delivery of goods and/or services. The
outcome of any such claims or proceedings cannot be predicted with
certainty. As of the date of this filing, management is not aware
of any such claims against the Company or any subsidiary business
entity.
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 28, 2019,
which outline factors that could materially affect our business,
financial condition or future results, and the additional risk
factors below. These risks are not the only risks facing our
Company. Additional risks and uncertainties not currently known to
us or that we currently deem to be immaterial also may materially
adversely affect our business, financial conditions or operating
results.
19
The COVID–19 pandemic could adversely affect our business,
financial condition and results of operations. Our business
is dependent upon the willingness and ability of our customers to
conduct transactions with us. The spread of the COVID–19
coronavirus has caused severe disruptions in the worldwide economy,
including the global demand for oil and natural gas. In response,
companies within the energy industry (including our customers) have
announced capital spending cuts which, in turn, may result in a
decrease in new project awards or adjustments, reductions,
suspensions, cancellations or payment defaults with respect to
existing project awards. The continued spread of COVID–19 may
result in a significant decrease in business and/or cause our
customers to be unable to meet existing payment or other
obligations to us, particularly in the event of a spread of
COVID–19 in our market areas. The continued spread of
COVID–19 could also negatively impact the availability of our
key personnel necessary to conduct our business as well as the
business and operations of third party service providers who
perform critical services for our business. Because the severity,
magnitude and duration of the COVID-19 pandemic and its economic
consequences are uncertain, rapidly changing and difficult to
predict, the impact on our business, financial condition and
results of operations remains uncertain and difficult to predict.
If COVID–19 continues to spread or if the response to contain
the COVID-19 pandemic is unsuccessful, we could experience a
material adverse effect on our business, financial condition, and
results of operations.
Our backlog is subject to unexpected adjustments and cancellations
and is, therefore, an uncertain indicator of our future revenue or
earnings. As of March 28, 2020, our backlog was
approximately $53 million. At this time, we believe our backlog is
sufficient to last for the balance of this year and expect the
majority of the backlog to be completed by 2021.Thus far we have
only experienced one project cancellation which had $0.5 million in
revenue for the three months ended March 28, 2020 and one postponed
project with a contract value of $0.5 million. 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
project cancellations, terminations, suspensions or reductions in scope and adjustments
to our backlog are exacerbated by economic conditions, particularly
in the energy industry which is experiencing a significant decline
in oil prices since the beginning of 2020 due to concerns about the
COVID–19 coronavirus pandemic and its impact on the worldwide
economy and global demand for oil and the inability of members of
OPEC and other producing countries to adequately address the
reduced demand. We are
unable to predict when market conditions may improve and worsening
overall market conditions could result in reductions to our
backlog.
If we are unable to collect our receivables, our results of
operations and cash flows could be adversely affected. Our
business depends on our ability to successfully obtain payment from
our clients of the amounts they owe us for work performed and
materials supplied. In the ordinary course of business, we extend
unsecured credit to our customers. We may also agree to allow our
customers to defer payment on projects until certain milestones
have been met or until the projects are substantially completed,
and customers typically withhold some portion of amounts due to us
as retainage. As of March 28, 2020 we had four projects that had
$0.6 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.
20
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
The
following table sets forth certain information with respect to
repurchases of our common stock for the first quarter of
2020:
Period
|
Total Numberof
SharesPurchased
|
AveragePrice
Paidper Share
|
Total Number of
SharesPurchased as Part ofPublicly AnnouncedPlans or Programs
(1)
|
Maximum Number
(orApproximate Dollar Value)of Shares That May Yet bePurchased
Under Plans orPrograms (1)
|
December 29, 2019
to January 25, 2020
|
—
|
—
|
—
|
$—
|
January 26, 2020 to
February 29, 2020
|
—
|
—
|
—
|
$—
|
March 1, 2020 to
March 28, 2020
|
—
|
—
|
—
|
$—
|
Total
|
—
|
—
|
1,290,460
|
$425,589
|
(1)
On April 21, 2015,
the Company announced that its Board of Directors had authorized
the repurchase of up to $2.0 million of the Company’s common
stock from time to time through open market or privately negotiated
transactions, based on prevailing market conditions. The Company is
not obligated to repurchase any dollar amount or specific number of
shares of common stock under the repurchase program, which may be
suspended, discontinued or reinstated at any time. The stock
repurchase program was suspended on May 16, 2017 and was reinstated
on December 19, 2018. As of March 28, 2020, the Company had
purchased and retired 1,290,460 shares at an aggregate cost of $1.6
million under this repurchase program. Management does not intend
to repurchase any shares in the near future.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM 5. OTHER INFORMATION
None
21
ITEM 6. EXHIBITS
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|
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Incorporated by Reference to:
|
||||||
ExhibitNo.
|
|
Description
|
|
Form or Schedule
|
|
Exhibit No.
|
|
Filing Date with SEC
|
|
SEC File Number
|
|
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Restated
Articles of Incorporation of Registrant dated August 8,
2002
|
|
10-Q
|
|
3.1
|
|
11/14/2002
|
|
001-14217
|
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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
|
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|
Second
Amended and Restated Bylaws of Registrant dated April 14,
2016
|
|
8-K
|
|
3.1
|
|
4/15/2016
|
|
001-14217
|
|
|
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|
U.S.
Small Business Administration Note dated as of April 13, 2020, by
ENGlobal Corporation in favor of Origin Bank, as
lender.
|
|
8-K
|
|
10.1
|
|
4/16/2020
|
|
001-14217
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Certifications
Pursuant to Rule 13a – 14(a) of the Securities Exchange Act
of 1934 for the Third Quarter 2019
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Certifications
Pursuant to Rule 13a – 14(a) of the Securities Exchange Act
of 1934 for the Third Quarter 2019
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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 Third Quarter
2019
|
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*101.ins
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XBRL
instance document
|
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*101.sch
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XBRL
taxonomy extension schema document
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*101.cal
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XBRL
taxonomy extension calculation linkbase document
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*101.def
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XBRL
taxonomy extension definition linkbase document
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*101.lab
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XBRL
taxonomy extension label linkbase document
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*101.pre
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XBRL
taxonomy extension presentation linkbase document
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* Filed
herewith
**
Furnished herewith
22
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated:
May 7, 2020
|
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ENGlobal Corporation
|
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|
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By:
|
/s/ Mark A. Hess
|
|
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Mark A.
Hess
|
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Chief
Financial Officer
(Duly
Authorized Officer and Principal Financial Officer)
|
23