x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
(State or other jurisdiction of incorporation or organization)
|
88-0322261
|
(I.R.S Employer Identification No.)
|
654 North Sam Houston Parkway East, Suite 400
|
77060-5914
|
|
(Address of principal executive offices)
|
(Zip code)
|
Yes
|
x
|
No
|
o
|
Yes
|
x
|
No
|
o
|
Large Accelerated Filer
|
o
|
Accelerated Filer
|
o
|
||||||
Non-Accelerated Filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller Reporting Company
|
x
|
Yes
|
o
|
No
|
x
|
$0.001 Par Value Common Stock
|
27,732,030 shares
|
Page
Number
|
||
Part I.
|
Financial Information
|
|
Item 1.
|
||
3
|
||
4
|
||
5
|
||
6
|
||
Item 2.
|
11
|
|
Item 3.
|
17
|
|
Item 4.
|
17
|
|
Part II.
|
Other Information
|
|
Item 1.
|
18
|
|
Item 1A.
|
18
|
|
Item 2.
|
19
|
|
Item 3.
|
19
|
|
Item 4.
|
19
|
|
Item 5.
|
20
|
|
21
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
For the Three Months Ended
|
For the Nine Months Ended
|
|||||||||||||||
September 27, 2014
|
September 28, 2013
|
September 27, 2014
|
September 28, 2013
|
|||||||||||||
Operating revenues
|
$
|
26,927
|
$
|
43,298
|
$
|
80,994
|
$
|
143,709
|
||||||||
Operating costs
|
20,844
|
38,094
|
63,038
|
127,194
|
||||||||||||
Gross profit
|
6,083
|
5,204
|
17,956
|
16,515
|
||||||||||||
Selling, general and administrative expenses
|
4,000
|
5,203
|
12,365
|
17,782
|
||||||||||||
Operating income (loss)
|
2,083
|
1
|
5,591
|
(1,267
|
)
|
|||||||||||
Other income (expense):
|
||||||||||||||||
Gain on sale of assets
|
—
|
487
|
—
|
487
|
||||||||||||
Other income (expense), net
|
(5
|
)
|
7
|
118
|
(82
|
)
|
||||||||||
Interest expense, net
|
(37
|
)
|
(510
|
)
|
(79
|
)
|
(1,546
|
)
|
||||||||
Income (loss) from continuing operations before income taxes
|
2,041
|
(15
|
)
|
5,630
|
(2,408
|
)
|
||||||||||
Provision for federal and state income taxes
|
231
|
35
|
412
|
227
|
||||||||||||
Income (loss) from continuing operations
|
1,810
|
(50
|
)
|
5,218
|
(2,635
|
)
|
||||||||||
Income from discontinued operations, net of taxes
|
—
|
—
|
—
|
2,935
|
||||||||||||
Net income (loss)
|
$
|
1,810
|
$
|
(50
|
)
|
$
|
5,218
|
$
|
300
|
|||||||
Income (loss) per common share – Basic and Diluted:
|
||||||||||||||||
Income (loss) from continuing operations
|
$
|
0.07
|
$
|
0.00
|
$
|
0.19
|
$
|
(0.10
|
)
|
|||||||
Income from discontinued operations
|
—
|
—
|
—
|
0.11
|
||||||||||||
Net income (loss)
|
$
|
0.07
|
$
|
0.00
|
$
|
0.19
|
$
|
0.01
|
||||||||
Basic and diluted weighted average shares used in computing earnings per share:
|
27,731
|
27,083
|
27,669
|
27,083
|
September 27,
2014
|
December 28,
2013
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
5,741
|
$
|
3,955
|
||||
Trade receivables, net of allowances of $1,067 and $1,045
|
30,546
|
26,846
|
||||||
Prepaid expenses and other current assets
|
249
|
1,049
|
||||||
Notes receivable
|
2,165
|
1,241
|
||||||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
3,527
|
1,206
|
||||||
Total Current Assets
|
42,228
|
34,297
|
||||||
Property and equipment, net
|
2,170
|
2,655
|
||||||
Goodwill
|
2,805
|
2,806
|
||||||
Long-term trade and notes receivable, net of current portion and allowances
|
3,369
|
4,682
|
||||||
Other assets
|
1,183
|
1,361
|
||||||
Total Assets
|
$
|
51,755
|
$
|
45,801
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
5,109
|
$
|
9,070
|
||||
Accrued compensation and benefits
|
4,474
|
2,876
|
||||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
10,297
|
7,054
|
||||||
Other current liabilities
|
3,534
|
3,978
|
||||||
Total Current Liabilities
|
23,414
|
22,978
|
||||||
Long term leases
|
286
|
340
|
||||||
Total Liabilities
|
23,700
|
23,318
|
||||||
Commitments and Contingencies (Note 8)
|
||||||||
Stockholders' Equity:
|
||||||||
Common stock - $0.001 par value; 75,000,000 shares authorized; 27,732,030 and
27,082,861 shares outstanding and 28,713,129 and 28,063,960 shares issued at
September 27, 2014 and December 28, 2013, respectively
|
28
|
28
|
||||||
Additional paid-in capital
|
39,010
|
38,655
|
||||||
Accumulated deficit
|
(8,551
|
)
|
(13,768
|
)
|
||||
Treasury stock at cost - 981,099 shares at September 27, 2014 and December 28, 2013
|
(2,362
|
)
|
(2,362
|
)
|
||||
Accumulated other comprehensive loss
|
(70
|
)
|
(70
|
)
|
||||
Total Stockholders' Equity
|
28,055
|
22,483
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
51,755
|
$
|
45,801
|
For the Nine Months Ended
|
||||||||
September 27,
2014
|
September 28,
2013
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income
|
$
|
5,218
|
$
|
300
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
1,797
|
1,463
|
||||||
Share-based compensation expense
|
280
|
94
|
||||||
Interest income on note receivable, net of reserve
|
(144
|
)
|
—
|
|||||
Gain on disposal of property, plant and equipment
|
—
|
(1,583
|
)
|
|||||
Gain on sales of division
|
—
|
(3,424
|
)
|
|||||
Changes in current assets and liabilities:
|
||||||||
Trade accounts receivable
|
(3,700
|
)
|
4,660
|
|||||
Notes receivable
|
—
|
(254
|
)
|
|||||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
(2,321
|
)
|
2,406
|
|||||
Prepaid expenses and other assets
|
688
|
1,783
|
|
|||||
Accounts payable
|
(3,427
|
)
|
(3,047
|
)
|
||||
Accrued compensation and benefits
|
1,599
|
5,711
|
||||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
3,243
|
(631
|
)
|
|||||
Other liabilities
|
(78
|
)
|
(3,934
|
)
|
||||
Net cash provided by operating activities
|
3,155
|
3,544
|
||||||
Cash Flows from Investing Activities:
|
||||||||
Property and equipment acquired
|
(187
|
)
|
(74
|
)
|
||||
Restricted Cash
|
—
|
6,135
|
||||||
Proceeds from sale of division
|
—
|
16,789
|
||||||
Net cash provided by (used in) investing activities
|
(187
|
)
|
22,850
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Borrowings on line of credit
|
—
|
139,404
|
||||||
Payments on line of credit
|
—
|
(165,119
|
)
|
|||||
Debt issuance costs | (143 | ) |
—
|
|||||
Issuance of common stock from private placement
|
72
|
—
|
||||||
Payments on capitalized leases
|
(1,111
|
)
|
(108
|
)
|
||||
Net cash provided by (used in) financing activities
|
(1,182
|
)
|
(25,823
|
)
|
||||
Net change in cash
|
1,786
|
571
|
||||||
Cash, at beginning of period
|
3,955
|
738
|
||||||
Cash, at end of period
|
$
|
5,741
|
$
|
1,309
|
||||
Supplemental disclosures of cash flow information
|
||||||||
Cash paid during the period for:
|
||||||||
Income taxes (net of refunds)
|
434
|
688
|
||||||
Interest
|
224
|
1,953
|
||||||
Supplemental disclosures of noncash investment and financing activities
|
||||||||
Acceptance of notes for asset sales
|
—
|
4,896
|
||||||
Property and equipment purchased under capital leases
|
694
|
1,803
|
Revenues
|
$
|
—
|
||
Operating Costs
|
—
|
|||
Operating income
|
—
|
|||
Selling, General & Administrative expenses
|
3
|
|||
Other income
|
2,938
|
|||
Total income before taxes
|
2,935
|
|||
Tax expense (benefit)
|
—
|
|||
Net income
|
$
|
2,935
|
2014 Continuing Operations
|
For the Nine Months Ended
September 27, 2014
|
Disposed Operations
|
Pro Forma
For the Nine Months Ended
September 27, 2014
|
|||||||||
Operating revenues
|
$
|
80,994
|
$
|
—
|
$
|
80,994
|
||||||
Operating costs
|
63,038
|
—
|
63,038
|
|||||||||
Gross profit
|
17,956
|
—
|
17,956
|
|||||||||
Selling, general and administrative expenses
|
12,365
|
—
|
12,365
|
|||||||||
Operating income
|
$
|
5,591
|
$
|
—
|
$
|
5,591
|
2013 Continuing Operations:
|
For the Nine Months Ended
September 28, 2013
|
Disposed Operations
|
Pro Forma
For the Nine
Months Ended
September 28, 2013
|
|||||||||
Operating revenues
|
$
|
143,709
|
$
|
79,839
|
$
|
63,870
|
||||||
Operating costs
|
127,194
|
73,022
|
54,172
|
|||||||||
Gross profit
|
16,515
|
6,817
|
9,698
|
|||||||||
Selling, general and administrative expenses
|
17,782
|
2,826
|
14,956
|
|||||||||
Operating income (loss)
|
$
|
(1,267
|
)
|
$
|
3,991
|
$
|
(5,258
|
)
|
September 27,
2014
|
December 28,
2013
|
|||||||
Aspen
|
$
|
514
|
$
|
514
|
||||
SLE
|
894
|
894
|
||||||
Steele
|
3,374
|
3,243
|
||||||
Furmanite
|
4,640
|
5,029
|
||||||
Reserve for doubtful accounts
|
(3,888
|
)
|
(3,757
|
)
|
||||
Total notes receivable
|
5,534
|
5,923
|
||||||
Less current portion (net of reserve)
|
(2,165
|
)
|
(1,241
|
)
|
||||
Notes receivable non-current
|
$
|
3,369
|
$
|
4,682
|
September 27,
2014
|
December 28,
2013
|
|||||||
Costs incurred on uncompleted contracts
|
$
|
48,893
|
$
|
43,342
|
||||
Estimated earnings (losses) on uncompleted contracts
|
18,206
|
12,022
|
||||||
Earned revenues
|
67,099
|
55,364
|
||||||
Less: billings to date
|
73,869
|
61,212
|
||||||
Net costs and estimated earnings in excess of billings on uncompleted contracts
|
$
|
(6,770
|
)
|
$
|
(5,848
|
)
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
$
|
3,527
|
$
|
1,206
|
||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
(10,297
|
)
|
(7,054
|
)
|
||||
Net costs and estimated earnings in excess of billings on uncompleted contracts
|
$
|
(6,770
|
)
|
$
|
(5,848
|
)
|
Nine Months Ended
|
||||||||
September 27, 2014
|
September 28, 2013
|
|||||||
Current
|
$
|
412
|
$
|
227
|
||||
Deferred
|
—
|
—
|
||||||
Total tax expense
|
$
|
412
|
$
|
227
|
||||
Discontinued operations
|
—
|
—
|
||||||
Total tax expense
|
$
|
412
|
$
|
227
|
||||
Effective tax rate
|
7.3
|
%
|
(9.4
|
)%
|
·
|
The Company will not be party to mergers, acquisitions, consolidations, reorganizations or similar transactions.
|
·
|
The Company will not sell, lease, transfer or otherwise dispose of any of its properties or assets (subject to certain exceptions set forth in the Loan Agreement).
|
·
|
The Company will not declare, pay or make any dividend or distribution on any shares of common or preferred stock or make any cash payment to repurchase or otherwise retire any common or preferred stock.
|
·
|
The Company will maintain a fixed charge coverage ratio of not less than 1.10 to 1.00.
|
·
|
The Company will not permit capital expenditures during any fiscal year to exceed $3.5 million.
|
For the nine months ended September 27, 2014:
|
EPCM
Operations
Sold
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|||||||||||||||
Revenue
|
$
|
—
|
$
|
37,742
|
$
|
43,252
|
$
|
—
|
$
|
80,994
|
||||||||||
Gross profit
|
—
|
6,268
|
11,688
|
—
|
17,956
|
|||||||||||||||
SG&A
|
—
|
2,883
|
2,170
|
7,312
|
12,365
|
|||||||||||||||
Operating income (loss)
|
—
|
3,385
|
9,518
|
(7,312
|
)
|
5,591
|
||||||||||||||
Other income
|
118
|
|||||||||||||||||||
Interest expense, net
|
(79
|
)
|
||||||||||||||||||
Tax expense
|
(412
|
)
|
||||||||||||||||||
Net income
|
$
|
5,218
|
For the nine months ended September 28, 2013:
|
EPCM
Operations
Sold
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|||||||||||||||
Revenue
|
$
|
79,839
|
$
|
32,526
|
$
|
31,344
|
$
|
—
|
$
|
143,709
|
||||||||||
Gross profit
|
6,817
|
3,964
|
5,734
|
—
|
16,515
|
|||||||||||||||
SG&A
|
2,826
|
2,532
|
2,900
|
9,524
|
17,782
|
|||||||||||||||
Operating income (loss)
|
3,991
|
1,432
|
2,834
|
(9,524
|
)
|
(1,267
|
)
|
|||||||||||||
Other income (loss)
|
405
|
|||||||||||||||||||
Interest expense, net
|
(1,546
|
)
|
||||||||||||||||||
Tax benefit
|
(227
|
)
|
||||||||||||||||||
Discontinued operations - net of taxes
|
2,935
|
|||||||||||||||||||
Net income
|
$
|
300
|
Total Assets by Segment
|
As of
September 27, 2014
|
As of
December 28, 2013
|
||||||
EPCM
|
$
|
12,478
|
$
|
12,311
|
||||
Automation
|
27,534
|
23,029
|
||||||
Corporate
|
11,743
|
10,461
|
||||||
Consolidated
|
$
|
51,755
|
$
|
45,801
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
2013
|
2014
|
Trailing
|
||||||||||||||||||
Q4 | Q1 | Q2 | Q3 |
Twelve Months
|
||||||||||||||||
Revenue
|
$ | 25,253 | $ | 26,898 | $ | 27,170 | $ | 26,927 | $ | 106,248 | ||||||||||
Gross Profit
|
4,787 | 6,084 | 5,790 | 6,083 | 22,744 | |||||||||||||||
Gross Profit Percentage
|
19.0 | % | 22.6 | % | 21.3 | % | 22.6 | % | 21.4 | % | ||||||||||
General & Administrative Expenses
|
4,298 | 4,119 | 4,246 | 4,000 | 16,663 | |||||||||||||||
Operating Income
|
489 | 1,965 | 1,544 | 2,083 | 6,081 |
Operations Data
|
EPCM
Operations Sold
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|||||||||||||||||
September 27, 2014:
|
||||||||||||||||||||||
Revenue
|
$
|
—
|
$
|
12,350
|
$
|
14,577
|
$
|
—
|
$
|
26,927
|
100.0
|
%
|
||||||||||
Gross profit
|
—
|
1,590
|
4,493
|
—
|
6,083
|
22.2
|
%
|
|||||||||||||||
SG&A
|
—
|
870
|
755
|
2,375
|
4,000
|
14.9
|
%
|
|||||||||||||||
Operating income (loss)
|
—
|
720
|
3,738
|
(2,375
|
)
|
2,083
|
7.7
|
%
|
||||||||||||||
Gain on sale of assets
|
--
|
(0.0
|
)%
|
|||||||||||||||||||
Other expense
|
(5
|
)
|
(0.0
|
)%
|
||||||||||||||||||
Interest expense, net
|
(37
|
)
|
(0.1
|
)%
|
||||||||||||||||||
Tax expense
|
(231
|
)
|
(0.3
|
)%
|
||||||||||||||||||
Net income (loss) from continuing operations
|
$
|
1,810
|
6.7
|
%
|
||||||||||||||||||
Earnings per share from continuing operations
|
$
|
0.07
|
||||||||||||||||||||
September 28, 2013:
|
||||||||||||||||||||||
Revenue
|
$
|
20,279
|
$
|
11,622
|
$
|
11,397
|
$
|
—
|
$
|
43,298
|
100.0
|
%
|
||||||||||
Gross profit
|
1,473
|
1,548
|
2,183
|
—
|
5,204
|
12.0
|
%
|
|||||||||||||||
SG&A
|
723
|
818
|
948
|
2,714
|
5,203
|
12.0
|
%
|
|||||||||||||||
Operating income (loss)
|
750
|
730
|
1,235
|
(2,714
|
)
|
1
|
(0.0
|
)%
|
||||||||||||||
Gain on sale of assets
|
487
|
1.1
|
%
|
|||||||||||||||||||
Other income
|
7
|
0.0
|
)%
|
|||||||||||||||||||
Interest expense, net
|
(510
|
)
|
(1.2
|
)%
|
||||||||||||||||||
Tax expense
|
(35
|
)
|
(0.1
|
)%
|
||||||||||||||||||
Net income (loss) from continuing operations
|
$
|
(50
|
)
|
(0.1
|
)%
|
|||||||||||||||||
Earnings per share from continuing operations
|
$
|
0.00
|
||||||||||||||||||||
Increase (Decrease) in Operating Results:
|
||||||||||||||||||||||
Revenue
|
$
|
(20,279
|
)
|
$
|
728
|
$
|
3,180
|
$
|
—
|
$
|
(16,371
|
)
|
(37.8
|
)%
|
||||||||
Gross profit (loss)
|
(1,473
|
)
|
42
|
2,310
|
—
|
879
|
16.9
|
%
|
||||||||||||||
SG&A
|
(723
|
)
|
52
|
(193
|
)
|
(339
|
)
|
(1,203
|
)
|
(23.1
|
)%
|
|||||||||||
Operating income (loss)
|
(750
|
)
|
(10
|
)
|
2,503
|
339
|
|
2,082
|
NM
|
*
|
||||||||||||
Gain on sale of asset
|
(487
|
)
|
NM
|
*
|
||||||||||||||||||
Other income (expense)
|
(12
|
)
|
NM
|
*
|
||||||||||||||||||
Interest expense, net
|
473
|
NM
|
*
|
|||||||||||||||||||
Tax benefit (expense)
|
(196
|
)
|
NM
|
*
|
||||||||||||||||||
Net income (loss) from continuing operations
|
$
|
1,860
|
NM
|
*
|
||||||||||||||||||
Earnings per share from continuing operations
|
$
|
0.07
|
Operations Data
|
EPCM
Operations Sold
|
EPCM
|
Automation
|
Corporate
|
Consolidated
|
|||||||||||||||||
September 27, 2014:
|
||||||||||||||||||||||
Revenue
|
$
|
—
|
$
|
37,742
|
$
|
43,252
|
$
|
—
|
$
|
80,994
|
100.0
|
%
|
||||||||||
Gross profit
|
—
|
6,268
|
11,688
|
—
|
17,956
|
22.2
|
%
|
|||||||||||||||
SG&A
|
—
|
2,883
|
2,170
|
7,312
|
12,365
|
15.3
|
%
|
|||||||||||||||
Operating income (loss)
|
—
|
3,385
|
9,518
|
(7,312
|
)
|
5,591
|
6.9
|
%
|
||||||||||||||
Other expense
|
118
|
0.1
|
%
|
|||||||||||||||||||
Interest expense, net
|
(79
|
)
|
(0.1
|
)%
|
||||||||||||||||||
Tax expense
|
(412
|
)
|
(0.3
|
)%
|
||||||||||||||||||
Net income (loss) from continuing operations
|
$
|
5,218
|
6.4
|
%
|
||||||||||||||||||
Earnings per share from continuing operations
|
$
|
0.19
|
||||||||||||||||||||
September 28, 2013:
|
||||||||||||||||||||||
Revenue
|
$
|
79,839
|
$
|
32,526
|
$
|
31,344
|
$
|
—
|
$
|
143,709
|
100.0
|
%
|
||||||||||
Gross profit
|
6,817
|
3,964
|
5,734
|
—
|
16,515
|
11.5
|
%
|
|||||||||||||||
SG&A
|
2,826
|
2,532
|
2,900
|
9,524
|
17,782
|
12.4
|
%
|
|||||||||||||||
Operating income (loss)
|
3,991
|
1,432
|
2,834
|
(9,524
|
)
|
(1,267
|
)
|
(0.9
|
)%
|
|||||||||||||
Gain on sale of assets
|
487
|
0.3
|
%
|
|||||||||||||||||||
Other income
|
(82
|
)
|
(0.1
|
)%
|
||||||||||||||||||
Interest expense, net
|
(1,546
|
)
|
(1.1
|
)%
|
||||||||||||||||||
Tax expense
|
(227
|
)
|
(0.2
|
)%
|
||||||||||||||||||
Net income (loss) from continuing operations
|
$
|
(2,635
|
)
|
(1.8
|
)%
|
|||||||||||||||||
Earnings per share from continuing operations
|
$
|
(0.10
|
)
|
|||||||||||||||||||
Increase (Decrease) in Operating Results:
|
||||||||||||||||||||||
Revenue
|
$
|
(79,768
|
)
|
$
|
5,211
|
$
|
11,842
|
$
|
—
|
$
|
(62,715
|
)
|
(43.6
|
)%
|
||||||||
Gross profit (loss)
|
(6,814
|
)
|
2,300
|
5,955
|
—
|
1,441
|
8.7
|
%
|
||||||||||||||
SG&A
|
(2,748
|
)
|
(152
|
)
|
(305
|
)
|
(2,212
|
)
|
(5,417
|
)
|
(30.5
|
)%
|
||||||||||
Operating income (loss)
|
(4,066
|
)
|
2,452
|
6,260
|
2,212
|
6,858
|
NM
|
*
|
||||||||||||||
Gain on sale of assets
|
(487
|
)
|
NM
|
*
|
||||||||||||||||||
Other income (expense)
|
200
|
NM
|
*
|
|||||||||||||||||||
Interest expense, net
|
(1,467
|
)
|
NM
|
*
|
||||||||||||||||||
Tax benefit (expense)
|
(185
|
)
|
NM
|
*
|
||||||||||||||||||
Net Income (loss) from continuing operations
|
$
|
7,853
|
NM
|
*
|
||||||||||||||||||
Earnings per share from continuing operations
|
$
|
0.29
|
NM
|
*
|
·
|
The Company will not be party to mergers, acquisitions, consolidations, reorganizations or similar transactions.
|
·
|
The Company will not sell, lease, transfer or otherwise dispose of any of its properties or assets (subject to certain exceptions set forth in the Loan Agreement).
|
·
|
The Company will not declare, pay or make any dividend or distribution on any shares of common or preferred stock or make any cash payment to repurchase or otherwise retire any common or preferred stock.
|
·
|
The fixed charge coverage ratio must not be less than 1.10 to 1.00.
|
·
|
The Company will not permit capital expenditures during any fiscal year to exceed $3.5 million.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
· difficulties in managing the staffing of our international operations, including hiring and retaining qualified employees and transportation of employees to and from the region;
|
||
· difficulties and increased expense introducing corporate policies and controls in our international operations;
|
||
· increased expense to comply with foreign laws and legal standards, including laws that regulate pricing and promotion activities and the import and export of information technology, which can be difficult to monitor and are often subject to change;
|
||
· increased expense to comply with U.S. laws that apply to foreign operations, including the Foreign Corrupt Practices Act and Office of Foreign Assets Control regulations;
|
||
· longer accounts receivable payment cycles and difficulties in collecting accounts receivable; and
|
||
· political, social and economic instability.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
OTHER INFORMATION
|
ITEM 5.
|
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
|
Amended and Restated Bylaws of Registrant dated November 6, 2007
|
10-K
|
3.3
|
3/28/2008
|
001-14217
|
||
3.4
|
Amendments to Amended and Restated Bylaws of Registrant dated April 29, 2008.
|
10-Q
|
3.2
|
5/7/2008
|
001-14217
|
||
10.1
|
Loan and Security Agreement dated as of September 16, 2014, by and among ENGlobal Corporation, ENGlobal U.S., Inc., ENGlobal Government Services, Inc., ENGlobal International, Inc., ENGlobal Emerging Markets and Regions Bank, an Alabama bank.
|
8-K
|
10.1
|
9/17/2014
|
001-14217
|
||
10.2
|
Revolving Note dated as of September 16, 2014, executed by ENGlobal Corporation, ENGlobal U.S., Inc. and ENGlobal Government Services, Inc. and made payable to Regions Bank, an Alabama bank.
|
8-K
|
10.2
|
9/17/2014
|
001-14217
|
||
*31.1
|
|||||||
*31.2
|
|||||||
*32.0
|
|||||||
*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
|
Dated:
|
November 6, 2014
|
ENGlobal Corporation
|
||
By:
|
/s/ Mark A. Hess
|
|||
Mark A. Hess
|
||||
Chief Financial Officer
|
1.
|
I have reviewed this report on Form 10-Q for the quarter ended September 27, 2014 of ENGlobal Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 6, 2014
|
By:
|
/s/ William A. Coskey
|
||
William A. Coskey
|
|||||
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q for the quarter ended September 27, 2014 of ENGlobal Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 6, 2014
|
By:
|
/s/ Mark A. Hess
|
||
Mark A. Hess
|
|||||
Chief Financial Officer
|
Date:
|
November 6, 2014
|
By:
|
/s/ William A. Coskey
|
||
William A. Coskey
|
|||||
Chief Executive Officer
|
Date:
|
November 6, 2014
|
By:
|
/s/ Mark A. Hess
|
||
Mark A. Hess
|
|||||
Chief Financial Officer
|