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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) August 10, 2023

 

ENGlobal Corporation

(Exact name of registrant as specified in its charter)

 

Nevada

001-14217

88-0322261

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

11740 Katy Fwy – Energy Tower III, 11th floor

Houston, TX

 

77079

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: 281-878-1000

 

_____________________________________________ 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

ENG

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

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

 






 

Item 2.02. Results of Operations and Financial Condition

 

On August 10, 2023, ENGlobal Corporation issued a press release reporting second quarter 2023 results, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 (including the press release attached as Exhibit 99.1 and incorporated by reference in this Item 2.02) is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be been incorporated by reference under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is included with this Current Report on Form 8-K:

 

Exhibit No.

 

Description

 

 

 

Exhibit 99.1

 

Press release dated August 10, 2023

 

 

 

Exhibit 104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
2

 

 

SIGNATURE

 

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

 

 

 

ENGlobal Corporation

 

 

 

(Registrant)

 

 

 

 

 

August 10, 2023

 

/s/ Darren W. Spriggs

 

(Date)

 

Darren W. Spriggs,

Chief Financial Officer, Treasurer

and Corporate Secretary

 

 

 
3

 

 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated August 10, 2023

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
4

 

EX-99.1 2 eng_ex991.htm EX-99.1 eng_ex991.htm

EXHIBIT 99.1

 

ENGlobal Announces Second Quarter 2023 Financial and Operating Results

 

HOUSTON, TX / ACCESSWIRE / August 10, 2023 / ENGlobal Corporation (NASDAQ:ENG), a provider of innovative engineering project solutions for the energy industry, today announced that it has filed its second quarter report on Form 10-Q with the U.S. Securities and Exchange Commission for the quarter ended July 1, 2023. The report details ENGlobal’s second quarter financial and operational results.

 

“While ENGlobal continued to address the challenges of legacy projects and operations in the second quarter that resulted in continued losses, we continue to make progress in repositioning the Company with a focus on engineered project delivery and automation services,” said William A. Coskey, P.E., ENGlobal’s Chairman and Chief Executive Officer. “While significant cost savings continued to roll through the financial statements, the full effect of our efforts won’t be fully realized until the second-half of the year. In addition, we still are working on completing legacy projects that do not meet our current margin and profitability standards. While such projects have been challenging, we have an obligation to complete those commitments and will do so in the coming weeks. That said, we are acutely focused on performing future work that is priced with appropriate margins and for clients that are able and willing to compensate ENGlobal for work upon achievement of reasonable project milestones and completion.”

 

Revenues for the three months ended July 1, 2023 were $9.7 million, a decrease of $1.7 million, from $11.4 million for the three months ended June 25, 2022.  Operating loss for the second quarter of 2023 was $4.3 million compared to an operating loss of $1.6 million for the comparable period in 2022. Net loss for the three-months ended July 1, 2023 was $4.3 million compared to a net loss of $1.5 million for the three months ended June 25, 2022. ENGlobal lost $0.11 per fully diluted share in the second quarter of 2023 compared to a loss of $0.04 per fully diluted share for the comparable period a year ago.

 

Revenues for the six-month period ended July 1, 2023 were $22.9 million, compared to $18.7 million for the comparable period a year ago.

 

ENGlobal’s comprehensive financial statements can be found in the Company’s quarterly report filed on Form 10-Q with the U.S. Securities and Exchange Commission.

 

“Since the beginning of the year we have reduced our professional payroll by nearly 50% and, as importantly, have retained and recruited the right people to provide best-in-class engineering and automation services to our clients,” added Coskey. “We remain focused on landing profitable work in our core businesses and rebuilding our backlog in these key areas. The Company booked approximately $6.9 million in new business in the second quarter and, as of August 1, our backlog was nearly $18 million.”

 

During the second quarter, ENGlobal repaid its outstanding line of credit with Pacific Western Business Credit refinancing the outstanding balance with a term loan provided by a family partnership controlled by Mr. Coskey. In addition, the Company received a six-month extension to regain compliance with the continued listing standards of the NASDAQ stock market.

 






 

“Both the new credit facility and NASDAQ extension provide ENGlobal with additional runway and flexibility to continue to reposition the business to capture opportunities in our core competencies, continue our efforts to reengineer our balance sheet and return ENGlobal to profitability and long-term success” said Coskey.

 

“We will continue to focus our efforts on margin expansion in our core businesses, further adjusting our cost structure to maximize productivity and doubling-down on our efforts to collect outstanding receivables that are due to ENGlobal for the work of our professional team,” concluded Coskey. “If successful, our efforts to collect amounts due ENGlobal for work performed – from government contracts to renewable developers – will make a significant difference in our balance sheet and financial condition in the second-half of the year. In addition, we continue to pursue a number of important strategic initiatives. While we can make no assurances that such initiatives will be successful, these initiatives, if successful, should provide stability to our balance sheet and opportunities to grow our core engineering and automation businesses. In addition, we continue to consider strategic alternatives for business lines, especially those that require significant working capital commitments and that may be more valuable in the hands of someone other than ENGlobal.”

 

About ENGlobal

 

ENGlobal Corporation (NASDAQ:ENG) is a provider of innovative, delivered project solutions primarily to the energy industry. ENGlobal operates through two business segments: Commercial and Government Services. The Commercial segment provides engineering, design, fabrication, construction management and integration of automated control systems. The Government Services segment provides engineering, design, installation, operations, and maintenance of various government, public sector, and international facilities, specializing in turnkey automation and instrumentation systems for the U.S. Defense industry. Further information about the Company and its businesses is available at www.englobal.com.

 

For further information, please email ir@englobal.com.

 

Cautionary Note Regarding Forward Looking Statements

 

The statements above regarding the Company's expectations, including those relating to its future results, its future operations and certain other matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties. For a discussion of risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ENGlobal's filings with the Securities and Exchange Commission, including the Company's most recent reports on Form 10-K and 10-Q, and other SEC filings.