UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Amendment No. 2
For the fiscal year ended
or
For the transition period from __________ to __________
Commission File No.
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
| Name of each exchange on which registered |
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Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act Yes ☐
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 | ☐ |
☒ | Smaller reporting company | ||
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| 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. Yes ☐ No ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was $
The number of shares outstanding of the registrant’s $0.001 par value common stock on March 29, 2024 is as follows:
Documents incorporated by reference: None.
Auditor Name: |
| Auditor Location: |
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EXPLANATORY NOTE
We are filing this Amendment No. 2 to Annual Report on Form 10-K/A (this “Amended Form 10-K”) to amend our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, as originally filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024 (the “Original Form 10-K”), to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in Part III to be incorporated by reference in the Form 10-K from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amended Form 10-K to include the Part III information in our Form 10-K because we do not intend to file a definitive proxy statement within 120 days of December 30, 2023. The reference on the cover of the Original Form 10-K to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Form 10-K is hereby deleted.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 of Part III of the Original Form 10-K are hereby amended and restated in their entirety, and Part IV, Item 15 of the Original Form 10-K is hereby amended and restated in its entirety. This Amended Form 10-K does not amend or otherwise update any other information in the Original Form 10-K. Accordingly, this Amended Form 10-K should be read in conjunction with the Original Form 10-K, Amendment No. 1 to Annual Report on Form 10-K/A filed with the SEC on April 1, 2024 and with our subsequent filings with the SEC. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Form 10-K.
| 2 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The names of our directors and executive officers and their ages, positions, and biographies as of April 29, 2024, are set forth below. Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships among any of our directors and executive officers. The Board of Directors did not select any current director or executive officer pursuant to any arrangement or understanding between a current director and any other person.
Name of Nominee: | William A. Coskey, P.E. |
Position: | Chairman of the Board and Chief Executive Officer |
Director Since: | 1985 |
Age: | 71 |
Present positions and offices with the Company, principal occupations and other directorships during the past five years:
Mr. Coskey founded ENGlobal in 1985 and has served in various positions, including service as Chairman of the Board since June 2005, as President and Chief Executive Officer from August 2012 until his retirement in March 2021, and as Executive Chairman from February 2023 until July 2023, when he was appointed Chief Executive Officer. From April 2007 until May 2010, he served as Chief Executive Officer. Prior to that, he served as Chairman of the Board, Chief Executive Officer and President from 1985 until 2001, Chief Operating Officer from 2001 to 2003, and President from 2001 to June 2005. Mr. Coskey, an honors graduate, received a Bachelor of Science in Electrical Engineering from Texas A&M University in 1975 and is a Registered Professional Engineer. He served on the Texas A&M University Electrical Engineering Department Advisory Council from 1999 to 2014, and from 2006 until 2014, he served as Chairman of the Council. Mr. Coskey received the 2014 Outstanding Alumni Honor Award from the Texas A&M University College of Engineering. In 2014, Mr. Coskey was also appointed to the Texas A&M College of Engineering Advisory Council.
Qualifications for Consideration:
The Board selected Mr. Coskey to serve as a director because it believes that, as the founder of ENGlobal, he provides a unique perspective to the Board. He was responsible for ENGlobal’s initial public offering in 1994, listing on the American Stock Exchange in 1998, and listing on the NASDAQ Stock Market in 2007. In June 2009, he was awarded the Ernst & Young Entrepreneur of The Year® in the Energy Services category for the Houston & Gulf Coast Area. The Board believes Mr. Coskey’s industry knowledge and business experiences give him invaluable insights into the Company’s challenges, opportunities and operations.
Name of Nominee: | Kevin M. Palma |
Position: | Independent Director |
Director Since: | 2016 |
Age: | 45 |
| 3 |
Present positions and offices with the Company, principal occupations and other directorships during the past five years:
Mr. Palma has served as a director of the Company since June 2016, is Chairman of the Audit Committee and is a member of the Compensation and Nominating & Corporate Governance Committees. Mr. Palma served as the Chief Financial Officer of B-29 Investments, LP, an energy private equity firm, from 2006 until he was promoted to Chief Operating Officer in December 2018, and also served as the Chief Financial Officer of B-29 Family Holdings, LLC, a family office, since its inception in 2014 until December 2018. In his role within the private equity space, Mr. Palma focuses on investment strategy, investment execution, and portfolio company management for both privately-held and publicly-traded companies. Mr. Palma currently serves on several private company boards, including Silver Creek Oil and Gas, LLC, Caliber Completion Services, LLC, and Klear Bit Technologies, LLC. His past experiences on private company boards include Crest Pumping Technologies, LLC and TEC Holdings, LLC (which was recently rebranded as AXIS Energy Services, LLC). Prior to his roles at B-29, Mr. Palma was a member of the energy investment banking team at Raymond James & Associates, focusing on capital market raises and merger and acquisition activity. Mr. Palma is licensed as a Certified Public Accountant in the State of Texas, and holds a Master of Business Administration from the Harvard Business School in addition to a Bachelor of Business Administration and a Master of Professional Accounting from the University of Texas.
Qualifications for Consideration:
The Board selected Mr. Palma to serve as an independent director because of his experience in identifying strategic growth trends in the energy industry, evaluating and completing numerous acquisitions, and exhibiting an extensive knowledge of financial markets make him well qualified to serve on ENGlobal’s board of directors.
Name of Nominee: | Christopher Sorrells |
Position: | Independent Director |
Director Since: | 2021 |
Age: | 55 |
Present positions and offices with the Company, principal occupations and other directorships during the past five years:
Christopher D. Sorrells has served as a director of the Company since August 2021. Currently, Mr. Sorrells is Managing Director of Pearl Energy Investments, a $2.0 billion private equity fund focused on the energy and sustainability industries, and Chairman and CEO of Spring Valley Acquisition Corporation II (NASDAQ: SVII). In addition, he is a member of the Board of Directors for NuScale Power (NYSE: SMR). Prior to Spring Valley II, he was CEO and director of Spring Valley Acquisition Corporation I (NASDAQ: SV), board member and Chairman of the compensation committee of Renewable Energy Group (NASDAQ: REGI) and Interim CEO of Wellsite Fishing & Rentals Services, LLCs, an oilfield services company focused on the Marcellus region.
From 2015 to 2019, he was a member of the Board of Directors and the Chief Operating Officer of GSE Systems, Inc. (NASDAQ: GVP), a publicly traded engineering and expert staffing company for the power and process industries. From 2005 to 2015, he served as Managing Director at NGP Energy Technology Partners, L.P., a private equity firm investing in companies that provide products and services to the energy, power, and environmental industries.
From 2003 to 2005, Mr. Sorrells worked at Clarity Partners, L.P. a private equity firm, focused on growth and LBO transactions. Mr. Sorrells served as a principal with Banc of America Securities from 1998 to 2002 and as an associate with Salomon Smith Barney Holdings from 1996 to 1998. Mr. Sorrells holds an M.B.A. from the College of William and Mary, a Master of Accounting degree from the University of Southern California, and a B.A. from Washington and Lee University.
Qualifications for Consideration:
The Board selected Mr. Sorrells to serve as an independent director because it believes that he possesses extensive experience within the energy industry. Mr. Sorrells’ broad career experience in corporate, governance, and financial roles enables him to provide leadership expertise as a member of the Board.
Name of Nominee: | Lloyd Kirchner |
Position: | Independent Director |
Director Since: | 2021 |
Age: | 60 |
| 4 |
Present positions and offices with the Company, principal occupations and other directorships during the past five years:
Mr. Kirchner has served as a director of the Company since August 2021 and is President and Chief Operating Officer at Piping Technology & Products, Inc. Previously, Mr. Kirchner held various executive positions, including most recently as a Vice President, in Engineering, Business Development, Safety and Quality at Zachry Group from 2014 to January 2024.
Formerly, Mr. Kirchner served as President and CEO of Commonwealth Engineering and Construction, where he also held executive positions in Operations, Sales, Marketing and Commercial Management. Mr. Kirchner joined Zachry Group through the acquisition of Commonwealth. Prior to Commonwealth, he was a founding employee of Capstone Turbine Corporation and held various executive positions in Engineering, Supply Management, Manufacturing and Product Development. Mr. Kirchner started his career with Amoco Corporation working in all three business units: Exploration & Production, Refining and Chemicals.
Mr. Kirchner received his Bachelor of Science degree in Mechanical Engineering from Rice University and a Master of Business Administration from the University of Chicago. He currently serves as a Board Member for the Post Oak School in Houston, the Baylor College of Medicine and Mercury Chamber Orchestra.
Previously, Mr. Kirchner was elected to the Executive Board of the Engineering and Construction Contracting (ECC) Association for 10 years, where he served in various leadership roles, including Board Chair.
Qualifications for Consideration:
The Board selected Mr. Kirchner to serve as an independent director because it believes he possesses the ability to provide insights and practical wisdom based on his experience and expertise.
Name of Nominee: | Margaret K. Lassarat |
Position: | Independent Director |
Director Since: | 2023 |
Age: | 58 |
Present positions and offices with the Company, principal occupations and other directorships during the past five years:
Ms. Lassarat has served as a director of the Company since April 2023 and serves as an independent board member for Dudek, Alta Southwest, Engineers Without Borders, Ardurra, and Engineers & Constructors. In the executive space, most recently, she was the Chief Financial Officer for Exyte Energy, a $5 billion global engineering and construction firm, from March 2020 to August 2020. Prior to Exyte, Ms. Lassarat was the CFO at Louis Berger from November 2015 to January 2019 and prior to that Kentz Engineers and Constructors, large engineering and construction management firms. She also served as the Chief Financial Officer and as a board member of Mustang Engineering.
Ms. Lassarat holds a BA in Accounting from Texas A&M University, is a Certified Public Accountant in the State of Texas and holds the Project Management Professional certification.
Qualifications for Consideration:
The Board selected Ms. Lassarat to serve as an independent director because of her three decades of experience in corporate finance, audit and strategy in energy engineering and services as well as her connections to the global engineering community.
Executive Officer: | Darren W. Spriggs |
Position: | Chief Financial Officer, Secretary and Treasurer |
Age: | 55 |
| 5 |
Present positions and offices with the Company, principal occupations during the past five years:
Mr. Spriggs has served as Chief Financial Officer, Corporation Secretary and Treasurer since March 2021. Mr. Spriggs previously served as Corporate Controller of the Company since June 2019. Prior to joining the Company, Mr. Spriggs served as Director of Accounting for ABM Industries Inc., a Fortune 500 company providing end-to-end facility solutions to commercial, industrial and governmental facilities, from April 2008 to June 2019. From 2007 to 2008, he served as Financial Planning Manager for Kinder Morgan, Inc., a major midstream energy company whose pipeline network transports natural gas, refined petroleum products and crude oil. From 2002 to 2007, Mr. Spriggs served as a Financial Reporting Manager for David Weekley Homes, the largest privately held homebuilder in the U.S. From 2000 to 2002, he served as Assistant Controller for American Tower Inc., a leading independent owner, operator and developer of broadcast and wireless communication towers. Mr. Spriggs is a licensed CPA and CMA in the state of Texas, and holds a Bachelor of Business Administration in Accounting from the Texas A&M University.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of securities ownership and changes in such ownership with the SEC.
Based solely upon a review of such forms filed electronically with the SEC or written representations that no Form 5s were required, the Company believes that all Section 16(a) filing requirements were timely met during the year ended December 30, 2023, except that Ms. Lassarat was late filing a Form 3 reporting her initial beneficial ownership of securities.
Audit Committee
During the fiscal year ended December 30, 2023, the Audit Committee consisted of Kevin M. Palma (Chairperson), Christopher D. Sorrells, Lloyd G. Kirchner, and Margaret K. Lassarat. The duties and responsibilities of the Audit Committee are to oversee:
| ● | the quality and integrity of our financial statements; |
| ● | our compliance with legal and regulatory requirements; and |
| ● | our independent auditors’ qualifications, independence and performance. |
In addition, the Audit Committee annually reviews our disclosures regarding deficiencies, if any, in the design or operation of our internal controls.
The Board has determined that Mr. Palma and Ms. Lassarat are qualified as audit committee financial experts under the SEC’s rules and regulations. In addition, the Board has determined that each member of the Audit Committee meets the requisite financial literacy and sophistication requirements under NASDAQ rules.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics that applies to the Company’s directors, officers and employees in accordance with NASDAQ rules. The purpose and role of this code is to focus our officers, directors, and employees on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide mechanisms to report unethical or unlawful conduct, and help enhance and formalize our culture of integrity, honesty and accountability. We have posted this Code of Business Conduct and Ethics on the “About ENG - Governance” section of our website at www.englobal.com.
The Company also has a Code of Ethics applicable to the Chief Executive Officer and certain senior financial officers of the Company that complies with Item 406 of Regulation S-K of the Exchange Act and with applicable NASDAQ rules. We have posted this Code of Ethics on the “About ENG - Governance” section of our website at www.englobal.com. Information on our website or any other website is not a part of this Report.
| 6 |
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information regarding compensation earned during the last two fiscal years by William Coskey, our Chief Executive Officer, Mark Hess, our former Chief Executive Officer, Darren Spriggs, our Chief Financial Officer, and Roger Westerlind, our former President (the “named executive officers”).
Name and Principal Position |
| Year |
| Salary ($) |
|
| Bonus ($) |
|
| Stock Awards(1) ($) |
|
| Non-Equity Incentive Plan Compensation(2) |
|
| All Other Compensation(3) ($) |
|
| Total ($) |
| ||||||
Mr. Coskey ~ Chief Executive Officer(4) |
| 2023 |
|
| - |
|
|
| - |
|
|
| 80,000 |
|
|
| - |
|
|
| - |
|
|
| 80,000 |
|
| 2022 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Hess ~ Former Chief Executive Officer(5) |
| 2023 |
|
| 47,600 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 73,308 |
|
|
| 120,908 |
|
| 2022 |
|
| 280,306 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,962 |
|
|
| 283,268 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Spriggs ~ Chief Financial Officer, Secretary & Treasurer |
| 2023 |
|
| 175,011 |
|
|
| - |
|
|
| 8,400 |
|
|
| - |
|
|
| 6,731 |
|
|
| 190,142 |
|
| 2022 |
|
| 178,376 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 236 |
|
|
| 178,612 |
| |
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Mr. Westerlind ~ Former President(6) |
| 2023 |
|
| 61,157 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 61,529 |
|
|
| 122,686 |
|
| 2022 |
|
| 270,109 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,140 |
|
|
| 272,249 |
| |
(1) | This column shows the grant date fair value of equity awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). Values for awards subject to performance conditions are computed based upon the probable outcome of the performance condition as of the grant date. For a description of certain assumptions made in the valuation of stock awards, see Part II, Item 8, Note 10 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023 filed with the SEC on March 29, 2024. |
(2) | The Non-Equity Incentive Plan includes amounts awarded pursuant to the Company’s Short Term Incentive Plan. Metrics are set annually and are generally contingent on the Company reaching certain levels of Net Operating Income. |
(3) | All Other Compensation includes paid time off, or PTO, cash outs and 401(k) matching contributions. Does not include perquisites or personal benefits if the aggregate amount is less than $10,000. Does not include medical, dental, life, short and long term disability or paid time off benefits which were available to all employees. |
(4) | Information presented in this table represents Mr. Coskey’s total compensation during 2023 in both his capacities as a director and as our Executive Chairman and Chief Executive Officer. Mr. Coskey received a grant of 28,572 shares of restricted stock at a fair market value per share price of $2.80 on July 12, 2023 in consideration of his service to the Company as Executive Chairman. As of December 30, 2023, Mr. Coskey had a total of 21,429 shares of restricted stock that were unvested. Mr. Coskey does not have an employment agreement with the Company and does not receive a salary for the services he provides to the Company as our Chief Executive Officer. |
(5) | Information presented in this table represents Mr. Hess’ total compensation during 2023 in both his capacities as a director and as our former Chief Executive Officer. Mr. Hess resigned from his officer positions effective February 10, 2023 and retired from the Board on April 20, 2023. Amount in “All Other Compensation” represents $59,975 of accumulated PTO paid upon his resignation and $13,333 paid upon his retirement from the Board. |
(6) | Mr. Westerlind was terminated from his officer positions effective March 17, 2023. Amount in “All Other Compensation” includes $60,000 paid pursuant to a settlement agreement entered into in connection with Mr. Westerlind’s termination of employment. |
| 7 |
Outstanding Equity Awards at Fiscal Year End 2023
The following table sets forth information as of December 30, 2023 regarding outstanding equity awards held by the named executive officers. On December 29, 2023, the closing price on NASDAQ for the Company’s common stock was $1.69 per share.
|
| Restricted Stock Awards |
| |||||||||||||
Name |
| Number of Shares That Have Not Vested |
|
| Market Value of Shares of Stock That Have Not Vested |
|
| Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested |
|
| Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Mr. Coskey(1) |
|
| 21,429 |
|
| $ | 36,215 |
|
|
| — |
|
|
| — |
|
Mr. Hess(2) |
|
| — |
|
| $ | — |
|
|
| — |
|
|
| — |
|
Mr. Spriggs(3) |
|
| 2,675 |
|
| $ | 4,521 |
|
|
| — |
|
|
| — |
|
Mr. Westerlind(4) |
|
| — |
|
| $ | — |
|
|
| — |
|
|
| — |
|
(1) | Includes 21,429 shares that were granted under the 2021 Long Term Incentive Plan on July 12, 2023 which vested and will vest, as applicable, 7,143 shares on each of December 31, 2023, March 31, 2024, and June 30, 2024. |
|
|
(2) | Mr. Hess resigned from his officer positions effective February 10, 2023 and retired from the Board on April 20, 2023. |
| |
(3) | Includes 425 shares that were granted under the Amended and Restated 2009 Equity Incentive Plan on March 9, 2021, which vested and will vest, as applicable, 212 shares on March 8, 2024 and 213 shares March 8, 2025. Includes 2,250 shares that were granted under the 2021 Long Term Incentive Plan on August 9, 2023, which will vest 750 shares on August 8, 2024, August 8, 2025 and August 8, 2026. |
|
|
(4) | Mr. Westerlind was terminated from his officer positions effective March 17, 2023. |
Employment Agreements; Termination and Change-in-Control Arrangements
Messrs. Hess and Westerlind, our former Chief Executive Officer and former President, respectively, were each a party to a written employment agreement with ENGlobal and ENGlobal U.S., respectively. Mr. Hess received $59,975 of accumulated PTO upon his resignation from his officer positions on February 10, 2023 and $13,333 upon his retirement from the Board on April 20, 2023. On June 5, 2023, the Company entered into a settlement agreement with Mr. Westerlind to settle all claims and allegations that arose from Mr. Westerlind’s employment agreement and termination of employment. In exchange for a release of claims by Mr. Westerlind in favor of the Company and customary non-disparagement protection, the Company paid Mr. Westerlind a total of $60,000.
Executive Perquisites
Our use of perquisites as a component of compensation is limited and largely based on historical practices and policies of our Company. These perquisites and other benefits are provided to assure competitiveness and provide an additional retention incentive for these executives. Our Compensation Committee endeavors to adhere to a high level of propriety in managing executive benefits and perquisites. We do not own a plane and do not provide any personal aircraft use for executives.
| 8 |
Other Compensation
From time to time, we make available to employees and executives certain other fringe benefits. We may provide club memberships, tickets to sporting or cultural events, tickets to community events, and other similar benefits. To the extent that such items are taxable to the individual, they are considered to be part of the individual’s compensation package.
Review of and Conclusion Regarding All Components of Executive Compensation
Based on our performance during the past several years, and in light of our executives’ efforts in directing the Company, the Compensation Committee and the Board have determined that the compensation paid to our named executive officers, serves the best interests of our shareholders and continues to emphasize programs that the Compensation Committee and the Board believe positively affect shareholder value.
Compensation of Directors
The following table discloses cash and equity awards and other compensation earned, paid or awarded, as the case may be, to each of the Company’s non-employee directors during the fiscal year ended December 30, 2023 (other than Messrs. Coskey and Hess whose compensation is presented above under “Summary Compensation Table”).
Name |
| Fees Earned or Paid in Cash ($)(1) |
|
| Stock Awards ($)(2)(3) |
|
| Option Awards ($) |
|
| All Other Compensation ($) |
|
| Total |
| |||||
Kevin M. Palma |
|
| 8,500 |
|
|
| 80,000 |
|
|
| — |
|
|
| — |
|
| $ | 88,500 |
|
Christopher Sorrells |
|
| 7,500 |
|
|
| 80,000 |
|
|
| — |
|
|
| — |
|
| $ | 87,500 |
|
Lloyd Kirchner |
|
| 7,500 |
|
|
| 80,000 |
|
|
| — |
|
|
| — |
|
| $ | 87,500 |
|
Margaret K. Lassarat(4) |
|
| 13,333 |
|
|
| 80,000 |
|
|
| — |
|
|
| — |
|
| $ | 93,333 |
|
(1) | Amount paid in cash to non-employee directors for director compensation earned for their 2022-2023 Board service. |
(2) | This column shows the grant date fair value of equity awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). Values for awards subject to performance conditions are computed based upon the probable outcome of the performance condition as of the grant date. For a description of certain assumptions made in the valuation of stock awards, see Part II, Item 8, Note 10 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023 filed with the SEC on March 29, 2024. |
(3) | Represents 28,572 shares of restricted stock at a fair market value per share price of $2.80 granted to each non-employee director on July 12, 2023, as described below under “Restricted Stock Grants.” As of December 30, 2023, Messrs. Palma, Sorrells, and Kirchner and Ms. Lassarat each had a total of 21,429 shares of restricted stock that were unvested. |
(4) | Ms. Lassarat was elected to the Board on April 24, 2023. |
The principal objectives of our director compensation programs are to: (i) compensate for time spent on the Company’s behalf, and (ii) align the compensation programs with long-term value to the Company’s shareholders. We attempt to accomplish these objectives in an economical manner through a combination of reasonable director retainer fees and equity incentive grants to the directors.
Retainer Fees
Historically, our non-employee directors have received a cash retainer as compensation for their service to the Company, and our Chairman of the Audit Committee also received an additional cash retainer as compensation for such service. Our non-employee directors are also eligible for reimbursement of travel and other miscellaneous expenses associated with attendance at Board and Committee meetings. For the 2023-2024 service term, our directors are being compensated in restricted stock awards in lieu of the cash retainer.
Restricted Stock Grants
Under the Long Term Incentive Plan, non-employee directors are eligible to receive equity grants. Our non-employee directors typically receive the equity grants concurrent with the annual shareholders’ meeting. On July 12, 2023, in recognition of the services provided by its Board for the 2023-2024 service term, our non-employee directors, Messrs. Palma, Sorrells, and Kirchner and Ms. Lasarrat, each received 28,572 restricted shares of the Company’s common stock, valued at $80,000 based on the fair market value of the shares on the date of grant, or $2.80 per share. The shares vested and will vest, as applicable, in equal installments on September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024.
| 9 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
Directors and Executive Officers
The following table shows the number of shares of our common stock beneficially owned as of April 29, 2024, by each director or director nominee, the named executive officers in the “Summary Compensation Table” and all directors and executive officers as a group. None of these shares are pledged as security.
Name of Beneficial Owner |
| Amount and Nature of Beneficial Ownership(1) |
|
| Percent of Class(2) |
| ||
|
|
|
|
|
|
| ||
Mr. Coskey |
|
| 1,133,660 | (3) |
|
| 21.98 | % |
Mr. Sorrells |
|
| 36,499 | (4) |
| * |
| |
Mr. Kirchner |
|
| 36,499 | (5) |
| * |
| |
Mr. Palma |
|
| 42,016 | (6) |
| * |
| |
Mr. Hess |
|
| 41,660 | (7) |
| * |
| |
Mr. Spriggs |
|
| 5,099 | (8) |
| * |
| |
Mr. Westerlind |
|
| 1,886 | (9) |
| * |
| |
Ms. Lassarat |
|
| 28,572 | (10) |
| * |
| |
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (6 persons) |
|
| 1,282,345 | (11) |
|
| 24.87 | % |
| * | Represents less than 1% of the shares of common stock outstanding. |
| (1) | Beneficial ownership of common stock has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days, or acquires such securities with the purpose or effect of changing or influencing the control of the Company. |
| (2) | Based on 5,156,583 shares issued and outstanding on April 29, 2024. |
| (3) | Includes 1,105,075 shares of common stock held in the name of Alliance 2000, Ltd., whose general partner is jointly owned by Mr. Coskey and his spouse. Mr. Coskey has shared power to vote and dispose of such shares. Also includes 7,143 unvested shares of restricted stock which were granted to Mr. Coskey in July 2023. |
| (4) | Includes 7,143 unvested shares of restricted stock which were granted to Mr. Sorrells in July 2023. |
| (5) | Includes 7,143 unvested shares of restricted stock which were granted to Mr. Kirchner in July 2023. |
| (6) | Of the total, 4,375 shares of common stock are held in a Beneficiary IRA. Includes 7,143 unvested shares of restricted stock which were granted to Mr. Palma in July 2023. |
| (7) | Mr. Hess resigned from his officer positions effective February 10, 2023 and retired from the Board on April 20, 2023. The number of shares was the known ownership as of his resignation date. |
| (8) | Includes 425 shares that were granted under the Amended and Restated 2009 Equity Incentive Plan on March 9, 2021, which vested and will vest, as applicable, 212 shares on March 8, 2024 and 213 shares March 8, 2025. Includes 2,250 shares that were granted under the 2021 Long Term Incentive Plan on August 9, 2023, which will vest 750 shares on August 8, 2024, August 8, 2025 and August 8, 2026. |
| (9) | Mr. Westerlind was terminated from his officer positions effective March 17, 2023. The number of shares was the known ownership as of his termination date. |
| (10) | Ms. Lassarat was elected to the Board on April 24, 2023. Includes 7,143 unvested shares of restricted stock which were granted to Ms. Lassarat in July 2023. |
| (11) | Includes 9,606 shares of unvested restricted stock granted to our executive officers and 28,572 shares of unvested restricted stock granted to our non-employee directors. |
| 10 |
Principal Shareholders
Except as set forth below, the following table sets forth information as of April 29, 2024, about persons whom we know to be the beneficial owners of more than 5% of our issued and outstanding common stock based solely on our review of the statement of beneficial ownership filed by these persons/entities with the SEC as of the date of such filing:
Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership(1) |
|
| Percent of Class(1),(2) |
| ||
|
|
|
|
|
|
| ||
Alliance 2000, Ltd. 3 Dashwood Court The Hills, Texas 78738-1469 |
|
| 1,133,660 | (3) |
|
| 21.98 | % |
Armistice Capital Master Fund Ltd. c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, NY 10022 |
|
| 992,750 | (4) |
| 17.6 | %(5) | |
| (1) | Beneficial ownership of common stock has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days, or acquires such securities with the purpose or effect of changing or influencing the control of the Company. |
| (2) | Based on 5,156,583 shares issued and outstanding on April 29, 2024. |
| (3) | Alliance 2000, Ltd. is a Texas limited partnership whose general partner is jointly owned by Mr. Coskey and his spouse. |
| (4) | Consists of 496,375 shares of common stock directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and 496,375 shares of common stock issuable upon the exercise of a common stock purchase warrant (the “warrant”), which is directly held by the Master Fund. These shares of common stock may be deemed to be indirectly beneficially owned by Armistice Capital, LLC (“Armistice”), as the investment manager of the Master Fund, and Steven Boyd, as the Managing Member of Armistice. Armistice and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein. The warrant is exercisable at any time on or after August 6, 2023 and on or prior to 5:00 p.m. (New York City time) on August 6, 2028. The warrant is also subject to a 4.99% beneficial ownership limitation (which may be increased to 9.99% at the election of the warrant holder) that prohibits the Master Fund from exercising any portion of it if, following the exercise, the Master Fund’s ownership of our common stock would exceed the ownership limitation. |
| (5) | As of April 29, 2024, assuming the full exercise of the warrant into 496,375 shares of common stock, there would be 5,652,958 shares issued and outstanding. |
| 11 |
Equity Compensation Plan Information
The following table sets forth certain information concerning the 2021 Long Term Incentive Plan (the “Long Term Incentive Plan”) as of December 30, 2023.
|
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
|
| Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |
|
| Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan |
| |||
|
|
|
|
|
|
|
|
|
| |||
Equity compensation plans approved by security holders(1) |
|
| — |
|
|
| — |
|
|
| 5,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plan not approved by security holders |
|
| — |
|
|
| — |
|
|
| — |
|
(1) Does not include 116,993 shares of unvested restricted common stock outstanding at December 30, 2023. | ||||||||||||
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Director Independence
The Board has determined that no non-employee director has a relationship which, in the opinion of the Board, would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director, and that all directors, except William A. Coskey, P.E., meet the criteria for independence under NASDAQ rules. The Board has also determined that the members of each of its committees, which include the Audit Committee, the Compensation Committee and the Nominating & Corporate Governance Committee, meet the criteria for membership applicable to each committee under the NASDAQ listing standards and applicable SEC rules and regulations.
Certain Relationships and Related Transactions
The Board has adopted a policy requiring that all transactions between the Company and its officers, directors, principal shareholders and their respective affiliates be on terms no less favorable to the Company than could be obtained from unrelated third parties and that any such transactions be approved by a majority of the disinterested members of the Board. Pursuant to such policy, the Company’s Audit Committee is responsible for the review and assessment of all related party transactions.
On June 15, 2023, the Company entered into the Credit Agreement (the “Original Credit Agreement”) with Alliance 2000, Ltd. (“Alliance”), the family limited partnership of the Company’s Chairman and Chief Executive Officer, William A. Coskey, P.E. The Original Credit Agreement provided for an initial term loan of $1,000,000 made on June 15, 2023 and an additional term loan of $200,000 made on January 30, 2024. The outstanding principal balance of the terms loans bore interest (computed on the basis of a 365/366-day year, as the case may be, actual days elapsed) at a per annum rate equal to 8.5%.
In connection with entering into the Original Credit Agreement, the Company and its subsidiaries, entered into a Security Agreement (the “Security Agreement”) granting a security interest in favor of Alliance on substantially all of the Company’s and Guarantors’ assets to secure all of the indebtedness and other obligations owed to Alliance under the Credit Agreement and the Guarantors entered into a Continuing Guaranty (the “Guaranty”) pursuant to which the Guarantors guaranteed the payment of all indebtedness owed to Alliance.
On April 24, 2024 (the “Closing Date”), the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement” and together with the Original Credit Agreement, the Security Agreement and the Guaranty, the “Loan Documents”) with Alliance, pursuant to which the parties amended and restated the Original Credit Agreement to, among other things, (i) modify the existing term loans in the aggregate original principal amount of $1,200,000 (the “Term Loans”) to (a) extend the maturity date to July 2, 2025, and (b) reduce the applicable interest rate from 8.5% to 8.0% per annum, and (ii) provide a revolving credit facility (the “Line of Credit”) of up to the lesser of (a) a borrowing base and (b) $1,000,000. On the Closing Date, accrued and unpaid interest of approximately $72 thousand under the Term Loans and origination fees of $6,000 in respect of the Term Loans were added to the principal balance thereof. The outstanding principal balance of the Term Loans will bear interest (computed on the basis of a 365/366-day year, as the case may be, actual days elapsed) at a per annum rate equal to 8.0%. The outstanding principal balance of the Line of Credit will bear interest (computed on the basis of a 365/366-day year, as the case may be, actual days elapsed) at a per annum rate equal to 12.0%.
| 12 |
Alliance is the beneficial owner of more than 22% of the Company’s issued and outstanding common stock and is controlled by William A. Coskey, P.E., the Company’s Chairman and Chief Executive Officer. In accordance with the charter of the Company’s Audit Committee and the Company’s policy on related party transactions, the Loan Documents and the resulting transactions were reviewed and approved by the Company’s Audit Committee and determined in good faith to be on terms no less favorable to the Company than could be obtained from unrelated third parties and fair to the Company from a financial point of view, and were approved by all of the disinterested members of the Company’s Board of Directors.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Independent Registered Public Accounting Firm
Moss Adams LLP was appointed as the Company’s independent auditors on November 16, 2017 and has audited the Company’s 2023 and 2022 consolidated financial statements. During 2023 and 2022, Moss Adams LLP did not audit the Company’s internal control over financial reporting because the Company is a “smaller reporting company” as defined under the rules of the Exchange Act. The Audit Committee has determined that the audit-related services provided by Moss Adams LLP are compatible with maintaining its independence in the conduct of its auditing functions pursuant to the auditor independence rules of the SEC. No non-audit services were provided by Moss Adams LLP in 2023 and 2022.
On April 17, 2024, the Audit Committee approved the engagement of M&K CPAs, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2024, and the dismissal of Moss Adams LLP as the Company’s independent registered public accounting firm.
Principal Auditor Fees
The following table shows the fees paid or accrued by ENGlobal for the audit and other services provided by Moss Adams LLP for fiscal years 2023 and 2022.
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Audit Fees |
|
| 273,000 |
|
|
| 276,000 |
|
Audit-Related Fees |
|
| — |
|
|
| — |
|
Tax Fees |
|
| — |
|
|
| — |
|
All Other Fees |
|
| — |
|
|
| — |
|
Total |
|
| 273,000 |
|
|
| 276,000 |
|
As defined by the SEC, (i) “audit fees” are fees for professional services rendered by the Company’s independent registered public accounting firm for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by the Company’s independent registered public accounting firm that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “audit fees”; (iii) “tax fees” are fees for professional services rendered by the Company’s independent registered public accounting firm for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by the Company’s independent registered public accounting firm, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”
Pre-Approval Policy
Under applicable SEC rules, except for the ability to designate a portion of this responsibility as described below, the full Audit Committee is required to pre-approve the audit and non-audit services performed by the independent registered public accounting firm in order to ensure that they do not impair the auditors’ independence from ENGlobal. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee, and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting. The SEC’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent registered public accounting firm.
Consistent with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent registered public accounting firm to ENGlobal or any of its subsidiaries, except that the Audit Committee Chairman has the right to approve up to $25,000 of services in any year. During 2023, all fees were pre-approved by the Audit Committee.
| 13 |
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) | Financial Statements |
See Part II, Item 8 – Financial Statements and Supplementary Data in the Original Form 10-K filed with the SEC on March 29, 2024.
(a)(2) | Schedules |
All schedules have been omitted since the information required by the schedule is not applicable, or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.
(a)(3) | Exhibits |
EXHIBIT INDEX
|
|
|
| Incorporated by Reference to: | |||||||
Exhibit No. |
| Description |
| Form or Schedule |
| Exhibit No. |
| Filing Date with SEC |
| SEC File Number | |
| Restated Articles of Incorporation of Registrant dated January 29, 2021 |
| 8-K |
| 3.1 |
| 1/29/2021 |
| 001-14217 | ||
|
|
|
|
|
|
|
|
|
|
| |
| Second Amended and Restated Bylaws of Registrant dated April 14, 2016 |
| 8-K |
| 3.1 |
| 4/15/2016 |
| 001-14217 | ||
|
|
|
|
|
|
|
|
|
|
| |
| Amendment to Article Fourth of ENGlobal’s Restated Articles of Incorporation, filed June 29, 2023 |
| 8-K |
| 3.1 |
| 7/2/23 |
| 001-14217 | ||
|
|
|
|
|
|
|
|
|
|
| |
| Certificate of Amendment to the Restated Articles of Incorporation of ENGlobal Corporation |
| 8-K |
| 3.1 |
| 12/1/2023 |
| 001-14217 | ||
|
|
|
|
|
|
|
|
|
|
| |
|
| S-3 |
| 4.1 |
| 10/31/2005 |
| 333-29336 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 8-K |
| 4.1 |
| 2/3/2023 |
| 001-14217 | |||
| 14 |
| ENGlobal Corporation Incentive Bonus Plan Dated effective July 1, 2009 |
| 8-K |
| 10.1 |
| 8/17/2009 |
| 001-14217 | ||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-Q |
| 10.2 |
| 8/11/2008 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-Q |
| 10.1 |
| 8/10/2009 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
| Form of Indemnification Agreement between Registrant and its Directors and Executive Officers |
| 10-K |
| 10.4 |
| 3/11/2022 |
| 001-14217 | ||
|
|
|
|
|
|
|
|
|
|
| |
| Employment Agreement between ENGlobal Corporation and Mark A. Hess effective December 18, 2012 |
| 8-K |
| 10.7 |
| 12/20/2012 |
| 001-14217 | ||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K |
| 10.11 |
| 3/28/2008 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K/A |
| 10.26 |
| 3/29/2007 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K/A |
| 10.27 |
| 3/29/2007 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10-K/A | 10.28 |
| 3/29/2007 |
| 001-14217 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10-K/A | 10.29 |
| 3/29/2007 |
| 001-14217 |
| 15 |
|
| 10-K/A | 10.30 |
| 3/29/2007 |
| 001-14217 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10-K | 10.17 |
| 3/28/2008 |
| 001-14217 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10-K | 10.11 |
| 3/15/2018 |
| 001-14217 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10-K | 10.12 | 3/15/2018 | 001-14217 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10-K | 10.13 | 3/15/2018 | 001-14217 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10-Q | 10.2 | 11/8/2018 | 001-14217 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10-K | 10.14 |
| 3/15/2018 |
| 001-14217 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10-K |
| 10.15 |
| 3/15/2018 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K |
| 10.16 |
| 3/15/2018 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K |
| 10.17 |
| 3/15/2018 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-Q |
| 10.2 |
| 3/5/2010 |
| 001-14217 |
| 16 |
|
| 10-K |
| 10.19 |
| 3/15/2018 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-Q |
| 10.1 |
| 11/8/2018 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
| Lease Agreement between El Dorado Office 3, L.P. and ENGlobal U.S. Inc. dated September 9, 2013 |
| 10-K |
| 10.20 |
| 3/15/2018 |
| 001-14217 | ||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K |
| 10.21 |
| 3/15/2018 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K |
| 10.22 |
| 3/15/2018 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K |
| 10.23 |
| 3/15/2018 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
| Lease Agreement between Bryan Bateman Properties LLC .and ENGlobal US. Inc. dated August 23, 2017 |
| 10-K |
| 10.24 |
| 3/15/2018 |
| 001-14217 | ||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-Q |
| 10.1 |
| 11/12/2019 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
Office Lease between 700 17th Street, LLC and ENGlobal U.S. Inc., dated January 23, 2019 | 10-Q | 10.1 | 5/13/2019 | 001-14217 | |||||||
|
|
|
|
|
|
|
|
|
|
| |
8-K | 10.1 | 4/16/2020 | 001-14217 | ||||||||
|
|
|
|
|
|
|
|
|
|
| |
| 8-K | 10.1 | 5/26/2020 | 001-14217 |
| 17 |
|
| DEF 14A |
| Appendix A |
| 7/15/2021 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 8-K |
| 1.1 |
| 1/11/2022 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
| 8-K |
| 10.1 |
| 6/3/21 |
| 001-14217 | ||||
|
|
| |||||||||
|
| 10-K |
| 10.37 |
| 3/11/22 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K |
| 10.38 |
| 3/11/22 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K |
| 10.39 |
| 3/11/22 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K |
| 10.40 |
| 3/11/22 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K |
| 10.41 |
| 3/11/22 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
| Sublease Agreement between FMC Technologies, Inc. and ENGlobal U.S., Inc. dated May 20, 2021 |
| 10-K |
| 10.42 |
| 3/11/22 |
| 001-14217 | ||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K |
| 10.43 |
| 3/11/22 |
| 001-14217 |
| 18 |
|
| 10-K |
| 10.43 |
| 3/31/23 |
| 001-14217 | |||
|
|
|
|
|
|
|
|
|
|
| |
|
| 10-K |
| 10.44 |
| 3/31/23 |
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| 10.1 |
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| 10.1 |
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| 10.2 |
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| 10.3 |
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| Settlement Agreement between Roger Westerlind and ENGlobal U.S., Inc. |
| 8-K |
| 10.1 |
| 6/8/2023 |
| 001-14217 | ||
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| Code of Business Conduct and Ethics of Registrant dated June 15, 2017 |
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| Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14 or 15d-14 |
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| Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14 or 15d-14 |
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| Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14 or 15d-14 |
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| Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14 or 15d-14 |
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| Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14 or 15d-14 |
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***101.ins | Inline XBRL instance document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document Interactive Data Files. | ||||||||||
***101.sch | Inline XBRL taxonomy extension schema document | ||||||||||
***101.cal | Inline XBRL taxonomy extension calculation linkbase document |
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***101.def | Inline XBRL taxonomy extension definition linkbase document |
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***101.lab | Inline XBRL taxonomy extension label linkbase document | ||||||||||
***101.pre | Inline XBRL taxonomy extension presentation linkbase document | ||||||||||
*104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
* Filed herewith
** Previously furnished with the Original Form 10-K filed with the SEC on March 29, 2023, which is being amended hereby
*** Previously filed with the Original Form 10-K filed with the SEC on March 29, 2023, which is being amended hereby
**** Previously filed with the Company’s Amendment No. 1 to Form 10-K filed with the SEC on April 1, 2024.
+ Management contract or compensatory plan or arrangement
| 21 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ENGlobal Corporation | |
|
|
|
Dated: April 29, 2024 | By: | /s/ William A. Coskey |
|
| William A. Coskey, P.E. |
|
| Chief Executive Officer |
| 22 |
EXHIBIT 31.5
Certification by the Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
I, William A. Coskey, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of ENGlobal Corporation; and
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.
| Date: April 29, 2024 | /s/ William A. Coskey |
|
|
| William A. Coskey |
|
|
| Chief Executive Officer |
|
EXHIBIT 31.6
Certification by the Chief Financial Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
I, Darren W. Spriggs, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of ENGlobal Corporation; and
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.
| Date: April 29, 2024 | /s/ Darren W. Spriggs |
|
|
| Darren W. Spriggs |
|
|
| Chief Financial Officer |
|
Cover - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Dec. 30, 2023 |
Mar. 29, 2024 |
Jun. 30, 2023 |
|
| Cover [Abstract] | |||
| Entity Registrant Name | ENGlobal Corporation | ||
| Entity Central Index Key | 0000933738 | ||
| Document Type | 10-K/A | ||
| Amendment Flag | true | ||
| Entity Voluntary Filers | No | ||
| Current Fiscal Year End Date | --12-31 | ||
| Entity Well Known Seasoned Issuer | No | ||
| Entity Small Business | true | ||
| Entity Shell Company | false | ||
| Entity Emerging Growth Company | false | ||
| Entity Current Reporting Status | Yes | ||
| Document Period End Date | Dec. 30, 2023 | ||
| Entity Filer Category | Non-accelerated Filer | ||
| Document Fiscal Period Focus | FY | ||
| Document Fiscal Year Focus | 2023 | ||
| Entity Common Stock Shares Outstanding | 5,156,583 | ||
| Entity Public Float | $ 10,144,231 | ||
| Document Annual Report | true | ||
| Document Transition Report | false | ||
| Document Fin Stmt Error Correction Flag | false | ||
| Entity File Number | 001-14217 | ||
| Entity Incorporation State Country Code | NV | ||
| Entity Tax Identification Number | 88-0322261 | ||
| Entity Address Address Line 1 | 11740 Katy Fwy – Energy Tower III | ||
| Entity Address Address Line 2 | 11th floor | ||
| Entity Address City Or Town | Houston | ||
| Entity Address State Or Province | TX | ||
| Entity Address Postal Zip Code | 77079 | ||
| City Area Code | 281 | ||
| Amendment Description | We are filing this Amendment No. 2 to Annual Report on Form 10-K/A (this “Amended Form 10-K”) to amend our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, as originally filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024 (the “Original Form 10-K”), to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in Part III to be incorporated by reference in the Form 10-K from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amended Form 10-K to include the Part III information in our Form 10-K because we do not intend to file a definitive proxy statement within 120 days of December 30, 2023. The reference on the cover of the Original Form 10-K to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Form 10-K is hereby deleted. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 of Part III of the Original Form 10-K are hereby amended and restated in their entirety, and Part IV, Item 15 of the Original Form 10-K is hereby amended and restated in its entirety. This Amended Form 10-K does not amend or otherwise update any other information in the Original Form 10-K. Accordingly, this Amended Form 10-K should be read in conjunction with the Original Form 10-K, Amendment No. 1 to Annual Report on Form 10-K/A filed with the SEC on April 1, 2024 and with our subsequent filings with the SEC. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Form 10-K. | ||
| Icfr Auditor Attestation Flag | false | ||
| Auditor Name | Moss Adams LLP | ||
| Auditor Location | Houston, TX | ||
| Auditor Firm Id | 659 | ||
| Local Phone Number | 878-1000 | ||
| Security 12b Title | Common Stock, $0.001 par value | ||
| Security Exchange Name | NASDAQ | ||
| Entity Interactive Data Current | Yes |