ENGlobal Corporation - 3Q Press Release and 10Q Analyses

Rev. 1.1

It was a record breaking quarterly report so let’s take a look.

Press Release

“ENGlobal reported a net loss of $22.3 million, or $0.83 per diluted share, for the quarter ended September 29, 2012…” Well folks, one thing we have learned about ENGlobal, they always seem to deliver more than you expect.

I am astounded. Are you guys kidding me? When you go cleaning up the books and get a number that bad it is sure sign the BOD, CEO and many others were not doing their jobs.

The next paragraph was a standard we have heard for x number of quarters (I have lost count for 3+ years). “Commenting on the results, William A. Coskey, P.E., ENGlobal's Founder, Chairman and Chief Executive Officer, said, "To a large extent, the third quarter is comprised of heritage financial items that have impacted our Company and mask some recent improving financial trends in our business.  For example, we continue to see gradual improvements across several of our working capital-related metrics. I am very pleased with current business activity in our operations, and also the progress we have made on several fronts since August 1st of this year."

Well you didn’t see gradual improvements in DOS as it appeared to increase to around 85 days for 3Q.  Wonder why ENG stopped reporting that metric?

Some facts here:

• Mr. Pagano resigned at the beginning of August. 
• He was CEO for one month of the third quarter. 

Examine "Heritage financial items". Is Mr. Coskey throwing Mr. Pagano under the bus or patting himself on the back, or maybe both? For once, I would like to see a CEO or Chairman of the Board take responsibility for results and not try to 'Pass the Buck'. Regardless, who was the Chairman of the Board during the creation of these “heritage financial items”? I am surprised it wasn't Bush's fault.

Too bad the miniscule positives don’t outweigh continuing operations' negatives, much less the every quarter “non-recurring special event”. These improvements are really just polishing the silverware on the Titanic. To explain it another way. Lets say you have stalled your aircraft and are in an unrecoverable spin with a downward velocity of 10,000 ft per minute. You eject and your upward velocity for a short period is 2,000 ft per minute. Guess what? You are still losing altitude and if you don't have enough altitude above ground level you are going to impact. 

Results were so bad ENGlobal is not even going to hold a conference call. If ever they needed a conference call it is now!  If Mr. Coskey truly believes this rhetoric he should get on the line and tell the world about all their accomplishments and provide some supportive details for the, I quote, “progress on our strategic priorities, including collaborating with our management consultant to improve financial performance, reorganizing our management team, pursuing opportunities to improve margins and reduce expenses, and completing the divestiture of our Land and Right-of-Way division of the Field Solutions segment”.  Details would be a nice change from the ongoing ‘trust us’ situation because we have seen what that got us for those x number of quarters.


10Q Analysis

From the Condensed Consolidated Balance Sheets (Unaudited):

Goodwill - $2,805,000

How does this remain?  Any Goodwill has been lost to the clients, employees, and shareholders.  They did say it was an interim assessment so there is more to come!

Long-term trade and notes receivable, net of current portion and allowances - $899,000

This looks like another SLE write-down if not collected in the forth quarter.

Current portion of debt - $29,406,000 

Almost doubled since the end of the year. The right-away sale should help reduce this amount by approx. $4.5 mil as retained AR is collected because there was no immediate cash in the deal!

Total Stockholders' Equity - $26,352,000

Lost $32.1 mil in equity in 9 months.  Book value @ approx. $0.98 per share; Tangible Net Worth (book value less Goodwill and Other Intangibles) @ $0.80 per share)


From Condensed Consolidated Statements of Cash Flows (Unaudited):

Net cash provided by (used in) operating activities for the first nine months - ($8,278,000)

Still negative cash flow for the year but positive for the 3rd quarter by $910k… a good sign!


Note 2 - Liquidity

"Although we have sold assets and reduced personnel in an attempt to improve our liquidity position, we cannot assure you that we will be successful in obtaining the cure or waiver of the defaults under the respective credit facilities. If we fail to obtain the cure or waiver of the defaults under the facilities after any forbearance period, the lenders may exercise any and all rights and remedies available to them under their respective agreements, including demanding immediate repayment of all amounts then outstanding or initiating foreclosure or insolvency proceedings. In such event and if we are unable to obtain alternative financing, our business will be materially and adversely affected, and we may be forced to sharply curtail or cease our operations. In addition, based on current conditions, it is probable that our independent registered public accounting firm will include an explanatory paragraph with respect to our ability to continue as a going concern in its report on our financial statements for the year ending December 31, 2012."


Notes to Unaudited Interim Condensed Consolidated Financial Statements:

"The Company has been unable to sell the Electrical Services group as planned and has decided to dispose of substantially all of the group’s remaining assets. During the third quarter of 2012, the Company completed the disposal of the group’s remaining assets concurrent with the completion of the last remaining lump sum project. During the third quarter, the Company incurred approximately $0.5 million of costs to complete the remaining lump sum project. Going forward, the Company will have no continuing involvement with these operations after the completion of the remaining lump sum project."

I wonder when this discontinued project will be completed? This was going to be taken care of several quarters ago.

"On September 10, 2012, the Company entered into a definitive agreement to sell its Field Solutions segment...The transaction was valued at approximately $7.5 million, consisting of approximately $4.5 million in working capital at closing to the Company [NO CASH!] and a $3 million promissory note payable to the Company over four years."

"The results of the discontinued operations are shown on the Condensed Consolidated Statements of Operations as "Loss from discontinued operations, net of taxes". During the third quarter, the Company incurred or accrued approximately $3.6 million [shows $3.717 mil in the actual table] of additional costs (which includes a loss on the sale of the Land and Right-of-Way division of approximately $1.1 million) related to the sale of these divisions."

Sounds like the Electrical Group took another $2.5 mil hit on the project.


Note 7 - Line of Credit and Debt

"Pursuant to generally accepted accounting principles, the combination of both a subjective acceleration clause and a lock-box arrangement required by the lender results in borrowings outstanding under the PNC Credit Facility being classified as short-term obligations despite the three-year term of the agreement."

Nothing like long-term being classified as short-term. Unfortunately by the same token ENGlobal finally now has long-term losses.


Notes to Unaudited Interim Condensed Consolidated Financial Statements:

"On October 30, 2012, the Forbearance Period was extended to November 15, 2012.  On November 14, 2012, the Forbearance Period was extended to November 30, 2012 (or earlier should any forbearance default occur)."

Looks like PNC is only giving ENG relief in 2-week increments. Wonder if ENG has received another 2-week extension last Friday?

"As of the result of covenant violations, including those described above, the Company is currently in default under the terms of the PNC Credit Facility. As of the date of this filing, the Agent has not taken any action with respect to the Company's defaults and the Company was actively discussing with the Agent the terms under which such defaults may be cured or waived. Although the Company is in active discussions with the Agent, if the Company is not successful in obtaining the cure or waiver of such defaults, at the end of the Forbearance Period, the Agent may exercise any and all rights and remedies available to it, including demanding immediate repayment of all amounts then outstanding or initiating foreclosure or insolvency proceedings. In such event and if we are unable to obtain alternative financing, our business will be materially and adversely affected, and we may be forced to sharply curtail or cease our operations."

Now we get the same for the Ex-Im Bank Facility.

"As of the result of covenant violations, including those described above, the Company is currently in default under the terms of the Ex-Im Bank Facility.  As of the date of this filing, Wells Fargo had not taken any action with respect to the Company's defaults and the Company was actively discussing with Wells Fargo the terms under which such defaults may be cured or waived.  Although the Company is in active discussions with Wells Fargo, if the Company is not successful in obtaining the cure or waiver of such defaults, Wells Fargo may exercise any and all rights and remedies available to it, up to and including terminating the Ex-Im Bank Facility. In such event and if we are unable to obtain an alternative facility, our business will be materially and adversely affected, and we may be forced to sharply curtail or cease our operations."


Notes to Unaudited Interim Condensed Consolidated Financial Statements, Total Assets by Segment, As of September 29, 2012:

If you subtract the discontinued operations (see the asterisk note) in the table from the Total Assets ($86,493,000) it looks like continuing operations has only $72,680,00 in assets!

Now stroll down to Net Loss ($22,330,000):

If you add back Goodwill at $14.6 mil and Discontinued Ops at $3.7 mil continuing Ops still lost $4.0 million! Consider E&C making 6.5% and Automation making 16.4% in margin with overall rate at 5.7%.  With a $6.0 million overhead they need to double revenue to just break even OR they need to double margins.


Note 12 – Subsequent Events

Notice of Delisting:

"The Company intends to consider available options to resolve the noncompliance with the minimum bid price requirement. No determination regarding the Company’s response has been made at this time. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other NASDAQ listing criteria."

Closing of Sale of the Land and Right of Way Division of the Field Solutions Segment:

"Pursuant to the final agreement, the Company will retain approximately $4.5 million of this division's working capital at the time of closing [again, that means no cash received], in addition to receiving a $3.0 million promissory note payable over four years."

"As previously reported, the original agreement provided for the sale of substantially all of the assets of both divisions of its Field Solutions segment, the Land and Right-of-Way, and Inspection. However, the Inspection division was not sold as part of the final transaction, and ENGlobal will retain the Tulsa-based business for the foreseeable future, while actively pursuing its sale and reporting its financial position and results of operations as discontinued operations. The Company expects no changes to the personnel of its Inspection operation as a result of this transaction."

Maybe another mandate from division management and employees to ‘sell or we leave’ will prompt accelerate selling activity.


Financial Overview of Continuing Operations:

"Improving our margins on our existing work is an important area of focus.  During the recent period of industry-wide decline in demand for the types of services we provide, we reduced our rates significantly, as was required to obtain and retain business. Although the level of demand has increased, pricing in certain geographical markets is still extremely competitive and we have not yet been able to increase our margins to prior levels. We have recently engaged a management consultant to assist us in improving our profit margins."

Does that mean the remaining management cannot come up with ideas to improve margins?  Are they "energized" but just do not know what to do?


Results of Continuing Operations– Three Months ended September 29, 2012 versus September 30, 2011:

Overall comments - As noted in the summary Revenue down 5% and Gross Profit down 52%.  Concerned should be that the core business is no longer able to make margins to cover SG&A.  The drop in revenue probably comes out of in-office projects, which is making margins (as a percent of revenue) decline, as in-plant revenue becomes a bigger piece of the pie. Bad market mix for E&C. Risk of losing Caspian due to ENG’s cash issues and paying subs. A loss or delay of the next phase of the work could materially impact revenue and margins coming out of Automation. SG&A is saddled with office rents that are not easily re-negotiated and will make it difficult to downsize quickly.

Gross Profit (Loss):

"Gross profit for the three months ended September 29, 2012, as compared to the comparable 2011 period, decreased by approximately $3.5 million, or 5.8%.  As a percentage of revenue, gross profit decreased from 11.2% to 5.7% [massive] for the three months ended September 29, 2012, as compared to the same period in 2011"

"Our gross profit and gross profit margin decreased primarily due to increased direct and variable costs [wonder what their utilization rate is running, or how billable man-hours are trending?] in our E&C Segment, resulting in lower profit margins.  We continue to be affected by intense competition and pricing pressures."

This seems to be a rather lame excuse when you look at apparent growth of competition in similar markets.


Liquidity and Capital Resources

Overview:

"ENGlobal does not intend to provide updates or make any further comment regarding its exploration and evaluation of strategic alternatives unless and until the Board of Directors has approved a definitive course of action."

Based on the Board’s reactions to what appear to be critical items this could take a while for them to approve anything. This does not really surprise you, does it?

Cash Flows from Operating Activities:

"The primary changes in working capital during the nine months ended September 29, 2012 included increased Costs in Excess of Billings [not getting billings out on time] and Decreased Billings in Excess of Costs [not getting favorable contract terms to allow for positive cash flows on lump sum projects] on uncompleted contracts of $1.3 million on fixed price projects where billing milestones have not been met, partially offset by an increase in accounts receivable of $2.8 million."

Again, bad terms, or poor order-to-cash processes.


PNC Credit Facility:

"Forbearance Period was subsequently extended to November 15, 2012 and again to November 30, 2012 (or earlier should any forbearance default occur) at a cost of $17,500 for each extension."

That could get expensive at $35k per month.


Conclusions and Opinion

Glancing at the latest financials posted (November 24th) and the revenue trends certainly are an eye opener!  Revenue trends over the last 4 quarters go from approx. $150mm as December 2011, $75mm in Q1, $77mm in Q2, and then $23mm in Q3 although I suspect the December 2011 numbers may not be correct*.  The Q3 results give ENG a current continuing revenue run-rate of less than $95mm which is about where it started in 2001.  Would be interesting to look back at what level of SG&A ENG had at that time.

*(According to SEC filings ENG 2011 annual revenue was approx $313mm and the 2011 3Q revenue was approx $222mm, or a net revenue for the 4th quarter of approx $91mm.)

Back to the press release and 10Q - OK folks, it is a disaster. No profit is going to be made. So what is going to happen?

Let's look at the recent history. ENG's losses were increasing. It is obvious PNC didn't trust management anymore. A consultant was forced upon ENG through the Credit Facility by PNC to manage ENGlobal.

Then, parts of the company are/were being sold and this continues. It is a liquidation process in my honest opinion.

Now another firm comes in (Simmons) assigned to help determine the future of ENG, however, ENG is not indicating any particular avenue. Cutting through the BS, I believe they are trying to sell the company. Moreover, we are getting close to that time. Why? One, for tax reasons - before the end of the year. Two, it sure looks like they threw in everything that would be a loss into this quarter to take all problems off the balance sheet. This would clean up those books for a potential sale. Three, PNC would never extend more time to ENGlobal with their risks increasing from further company losses unless a deal is imminent.

If you own stock I think you will get something for it, either in stock trade or cash. This is better than nothing. If you have a job there you may continue to have one, adjustments will be made. Who will buy ENG? First, let me say the deeper the buyer’s pockets are the better off you will be. In addressing who would be a buyer - who wants to create or increase their presence in the Golden Triangle, someone like CDI, Jacobs or CDI.

Good luck to everyone.

ENGlobal Corporation: Hires Help To Determine Their Future

ENGlobal Engages Simmons & Company International


HOUSTON, Oct. 11, 2012 (GLOBE NEWSWIRE) -- ENGlobal Corporation (Nasdaq:ENG), a leading provider of energy-related project delivery solutions, announced today that its Board of Directors has initiated a process to explore and consider possible strategic alternatives for enhancing shareholder value and supporting the Company's long-term financial strength. These alternatives could include, but are not limited to, raising capital, selling a portion of the Company's assets, and the possible sale or merger of ENGlobal, among other alternatives.

The Board of Directors has retained Simmons & Company International, an international financial advisory firm with significant experience in the energy industry, as its financial advisor during this process. ENGlobal continues to take actions to streamline its operations, including the previously announced divestiture of its Field Solutions segment, the implementation of expense reduction initiatives, and the retention of a management consultant to perform advisory services.

"It's important to note that management's primary focus is to implement our plan to return the Company to profitability," said Mr. Coskey. "Simmons will assist us with the evaluation and negotiation of various proposals presented to the Company to date in addition to other alternatives."

Mr. Coskey continued. "I firmly believe we are a company with inherent value, including tangible book value, that is greater than our current stock price would indicate. I would like to thank our loyal employees and valued clients for their continued support. We are committed to taking the necessary steps to turn our business around and ensure its long-term success."

The Company has not made any decision to engage in any specific strategic alternative at this time, and the exploration of strategic alternatives may not result in any specific action or transaction. ENGlobal does not intend to provide updates or make any further comment regarding its exploration and evaluation of strategic alternatives unless and until the Board of Directors has approved a definitive course of action.

ENGlobal Corporation 2Q 2012 Results and 10Q Analysis

It is hard to not become overwhelmed by the staggering $0.37/share loss ENGlobal has reported for 2Q 2012. I am sure many of you are wondering as I do; will there be a 3Q 2012? Let’s start with answering some of questions posed in the earlier post covering 2Q possibilities and then move through the 10Q information:


"What If" results:

Yes, DSO increased! Depending on how you calculate it was 78 to 82 days. At 65 days they could have pulled $11.1 to $14.5 million in cash off the Balance Sheet.

Yes, vendors and subcontractors continue to not get paid as accounts payable increased $2.6 million over 1Q.

Yes, billable hours decreased 4% from 1Q and 14% from the same period in 2011. It seems illogical that staffing levels hold and hours decline.

No, manpower utilization did not increase. We did not get a figure for 1Q of 2012 so we cannot compare Q over Q but compared to 2Q 2011 the current quarter’s utilization decreased 3%

Q over Q for 2012

E&C revenue was down from $45.6 mil to $44.8 mil and gross profit down from 9.6% to 6.4%. Issues seem to be in both growth and performance. Quality issues maybe under this iceberg!
Automation revenue was up from $13.6 mil to $14.3 mil and gross profit even at 10.2%. This seems to be the stable segment anchored by the Caspian project.
Field Services revenue was up from $16.3 mil to $17.8 mil and gross profit down from 10.8% to 7.3%. I think we questioned the margins from FS last quarter and thought they were higher than normal.
Overall revenue was up from $75.4 mil to $76.9 mil but gross profit down from 9.9% to 7.3%

What’s wrong with this “Outlook”?

“Although we are in active discussions with PNC Bank and Wells Fargo, we cannot assure you that we will be successful in obtaining the cure or waiver of the defaults under their respective facilities. If we fail to obtain the cure or waiver of the defaults under the facilities with PNC Bank and Wells Fargo, PNC Bank and Wells Fargo may exercise any and all rights and remedies available to them under their respective agreements, including demanding immediate repayment of all amounts then outstanding or initiating foreclosure or insolvency proceedings. In such event and if we are unable to obtain alternative financing, our business will be materially and adversely affected, and we may be forced to sharply curtail or cease operations.”

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011 , which outlines factors that could materially affect our business, financial condition or future results, and the additional risk factors below. The risks described, in our Annual Report on Form 10-K and below, are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditions or operating results.

If we are unable to obtain the cure or waiver of defaults under the PNC Credit Facility and Ex-Im Bank Facility, our business may be materially and adversely affected and we may be forced to sharply curtail or cease operations.

Historically, we have relied upon a revolving credit facility to provide us with adequate working capital to operate our business. On May 29, 2012, we replaced our Wells Fargo Credit Facility with a new $35 million revolving credit facility provided by PNC Bank, National Association (the “PNC Credit Facility”). The PNC Credit Facility has a maturity date of May 29, 2015. In July 2011, with the support of Wells Fargo's Global Banking Group, ENGlobal and the Export-Import Bank of the United States (“Ex-Im Bank”) entered into a separate $9.5 million letter of credit facility (the “Ex-Im Bank Facility”) to support the Company's Caspian Pipeline Consortium (CPC) project. Under the terms of this agreement, the Company may issue letters of credit to CPC for its performance under the CPC project. The PNC Facility and the Ex-Im Bank Facility require us to maintain compliance with specified financial ratios and satisfy certain financial condition tests. As of June 30, 2012, we were in default with respect to certain of these ratios and financial condition tests and other covenants. As of the date of this filing, we were in active discussions with PNC Bank and Wells Fargo regarding the cure or waiver of the defaults under the PNC Credit Facility and the Ex-Im Bank Facility.

Failure to obtain the cure or waiver of the defaults under the PNC Credit Facility and the Ex-Im Bank Facility could result in all indebtedness outstanding under the PNC Facility and the Ex-Im Bank Facility becoming immediately due and payable. If that should occur, we may not be able to pay all such amounts or borrow sufficient funds to refinance them. Even if new financing were then available, it may not be on terms that are acceptable to us. If we were unable to repay those amounts, the lenders could accelerate the maturity of the debt or proceed against any collateral granted to them to secure such defaulted debt. In such an event, our business will be materially and adversely affected and we may be forced to sharply curtail or cease operations.

As a result of the defaults under the PNC Credit Facility and the Ex-Im Bank Facility described below, additional borrowings under these facilities may be limited or restricted. As of August 15, 2012, unrestricted cash on hand totaled approximately $0.7 million and availability under the PNC Credit Facility totaled approximately $1.3 million, subject to certain restrictions on revolving advances and the requirement to maintain Average Excess Availability of not less than $3.5 million measured monthly. As of August 15, 2012, one $9.1 million letter of credit was outstanding under the Ex-Im Bank Facility and collateralized by $2.3 million in cash. As a result, the Company's ability to pay liabilities as they become due, fund business operations and meet monetary contractual obligations, currently depends primarily on cash flow from operations and the timely collection of outstanding invoices.

Cash and the availability of cash could be materially restricted if:

• Outstanding invoices billed are not collected or are not collected in a timely manner,

• Circumstances prevent the timely internal processing of invoices,

• We lose one or more of our major customers,

• We are unable to win new projects that we can perform on a profitable basis, or

• We are unable to obtain the cure or waiver of existing defaults under the PNC Credit Facility or the Ex-Im Bank Facility.

Tax Expense:

ASC Topic 825, “Income Taxes” requires all available evidence, both positive and negative, be considered to determine whether, based on the weight of that evidence, a valuation allowance is needed. During the current quarter, based upon the Company's recent performance, management determined the realization of deferred tax assets is uncertain as the Company is unable to consider tax planning strategies or projections of future taxable income in its evaluation of the realizability of its deferred tax assets as of June 30, 2012. Under these circumstances, deferred tax assets may only be realized through future reversals of taxable temporary differences and carryback of net operating losses to available carryback periods. We have performed such an analysis and a valuation allowance of approximately $6.2 million has been provided against deferred tax assets as of June 30, 2012.

This basically means they do not think ENG will make enough money to take advantage of the tax benefits from past losses for the periods such credits remain. It seems the losses have exceeded ENG’s future profit expectations.

I think it will be difficult to keep PNC out of their office until resolutions to address defaults are achieved. Will this be the next in a long list of distractions for ENG management?

Goodwill

With the Company’s somewhat bleak outlook and going concern issues did they not consider this as a triggering event for impairment testing?

Conclusion

A two-year slide has seemingly hit the bottom of the hill. It appears the Titanic has hit the iceberg, backed up and hit it again while management was concerned over what to select for dessert. Where has the Chairman and the Board been as we sat in the stands and watched ENG go sailing by?

Maybe the analysts that follow ENG will ask some questions to get full disclosure and transparency for the shareholders. ENG lists the following analysts providing coverage:

Enerecap Partners – Craig Bell

Keybanc – Matt Tucker & Ahird Afzal

Lazard Capital – Will Gabrielski

8/21 0753 EDT KeyBanc Downgrades ENGlobal Corporation (ENG) to Hold; Q2 Miss, Visibility Weak (see Blog Update)

Listen in to the Conference Call tomorrow. Good luck to everyone.

ENGlobal Corporation - Last Two Years, 4Q and Year-End 2011

Rev 1.3 (see Spring 2012 Updates)

It has been a while since my last posting. You may notice I have changed the name of this blog to basic Engineering, that I may comment toward other engineering companies.

I have been watching ENGlobal to see what was going to develop with the new CEO, Edd Pagano. It has been about two years now and I am sad to say Mr. Pagano has been a disappointment by most any measure. First, lets cover some old business. ENGlobal made a big mistake when they pushed out Mike Burrow years ago. Yes, the announcement said he would retire, but did he? No. He waited a year or so, presumably to clear a non compete agreement and started Burrow Global LLC. My point is made that he obviously didn’t retire. Not only did he start an engineering firm in the recession but grew it to over 730 personnel and made money during a period in which ENGlobal produced continued losses. ENGlobal cut a person who could best guide ENG during this protracted recession, they put him in a position to be a primary competitor and the potential for ENG to lose contracts. The proof is in the results for both companies.

What has Mr. Pagano done? I watched and read all the announcements. I think I lost count of the upper management shuffle, especially the Business Development position. For a while the CEO was shuffling the same deck of cards moving management, adding no new people, and came up with no real results. Then he added more management, again with no results other than increasing overhead. In his two years he managed to black ink one quarter with a fraction of a penny that was lucky enough to round up to a 1-cent profit. All the rest of the quarters were like the previous quarters prior to his hiring – losses. Most of these quarterly losses were exaggerated by adding additional losses to the unimproved continued operations due to “Special or One-Time Charges”. This begs the investor with a memory to ask. “How many Special Charges can you have before they are NOT Special anymore?”

The Exodus

I have watched so many quality people leave ENGlobal that I have doubts of its viability in a recession. I am not talking tens; I am talking many dozens of primary experienced middle and upper management people that have left. They generally seem to be going to four competing companies that I am told have plenty of other resumes in their inboxes.

ENGlobal lost the head of Engineering. I’m not even going to address the earlier hire and resend fiasco that made the CEO look plain stupid. They lost the head of the Construction Division (and restructured so it wasn’t noticeable). They lost head of Field Solutions (Land) Division. Watch for a drop in this segment. And, they lost the head of the Automation Division – more on that later.

They also lost their excellent CFO, Bob Raiford. He did not retire - he flat resigned. Subsequent to his departure ENGlobal started Non-GAAP reporting of financial results. I also learned ENGlobal’s competent long-time Controller, Meredith Barnes, quit and took six of the top accountants with her to a new company. A total of eight top people left accounting, Non-GAAP reporting started and there was a sudden decrease in SG&A (?). Management has stated this method of reporting better reflects their financial position. I’m not buying any of it. When accountants roll it is a bad sign. When numbers start to change with no positive results I don’t believe that either.

The South Louisiana Ethanol Project

This failed project manifested in 2006. Mike Burrow was the CEO but the project was let out under a cost center that was not under Mr. Burrow’s control or supervision. The Chairman and the CEO had divided the company into cost centers under separate supervisions. Mr. Burrow took the blame anyway but still lead the company profitably under his “Back To Basics Plan”. This plan worked brilliantly, even after Mr. Burrow’s departure. But any plan has limitations especially without the designer present to steer and tweak it. And so as third quarter 2008 neared and while the markets were crashing ENGlobal announced a surprise miss in a special release. The stock tanked. I say surprise because the second quarter 2008 was ENG’s top record of 24 cents profit. Then CEO Mr. Coskey stated in the conference call that the third quarter would meet or exceed the second quarter. I have this recording. You can hear for yourself in archived recordings and in transcripts. That statement, folks, was guidance no matter what the company says that they do not give guidance. It may have been that once, but they gave guidance and got caught not minding the ship.

The Ethanol Project went through the courts. ENGlobal stated they may receive millions in the end - I remember a figure of 9 million. This was not so. The final outcome was released not long ago and I will provide a link at the end of this section. The final document was fairly complex and convoluted. I was requested to write an abstract interpretation of the final document for another company. This is what I found and represents my opinion: One, ENG started the work in Louisiana without being licensed there – this caused major problems. Two, apparently from the way the document was worded ENG’s case angered the court as proceeded. ENG management should have been supervising their lawyers. That management action should never potentially compromise any case. Three, the final recovery was only $242,746.44. This may not even cover the "in-house" multi-year attorney's costs. Since the judge left it open for other claimants to proceed against ENG on this recovery, they may get nothing or even lose money. Watch the year-end report. ENGlobal lost over 6 million on this project.

http://www.leagle.com/xmlResult.aspx?xmldoc=In%20BCO%2020120215611.xml&docbase=CSLWAR3-2007-CURR

Automation Division

Olan Weeks, originally ran this division and it was day-to-day managed by James Dorsey. Both of these talented managers have left ENGlobal. As I reflect on the past glory of this division I can see both these men have the key characteristics of being visionaries and ritual daily diligence. Automation was not only profitable but had the potential to make huge money when run properly. Conversely, it could be a huge loss if run poorly and not managed consistently. Later Shelly Leedy came from Honeywell to run this division and did so very well under Mike Burrow’s supervision. After that and under two other CEO’s she was moved around and given other duties while expected to still run the division from afar. We just saw the immediate resignation of Shelly Leedy. Someone on the ENGlobal message Board posted a letter from Edd Pagano announcing her immediate resignation. I assume this was an intra-company letter that filtered out via email from an employee that does not care of its release or posting. Ms. Leedy's "resignation" coincides as the fourth quarter and year-end results were being tabulated with, by my guess, more Non-GAAP and GAAP methods. I can tell you from experience her immediate departure was probably due to a surprise loss from a contract or discovered loss from discontinued operations in the division revealed by the 4Q/Year-End calculations. As I mentioned before, this division has the potential for huge losses as well as gains. Watch for a loss, probably a big one, from this division. As a post script, the conference called revealed a 4.3 million dollar loss from the Electrical Division.

4Q/Year-End and the Board of Directors

For the third time this earnings date has been moved or postponed. Considering what I have noted earlier and ENGlobal's earnings history, this is not good news. Moreover, considering ENG's statement citing their credit facility I think the news is worse. The credit facility is a big indicator of ENGlobal's future and the bank's confidence in management. For some time I have been mystified why the Board Of Directors have let Edd Pagano fly this company into the ground. Clearly he has used this opportunity as OJT (On the Job Training). It has been painful to watch this decline of ENGlobal and erosion of experience personnel. I believe the Board Of Directors have abandoned their fiduciary responsibility to shareholders by continuing with this CEO.

The only explanation I can think of why this condition would be allowed to continue would be due to a plan, unbeknownst to shareholders, to sell the company. There have been rumors and discussions for years about this but it is the only situation to me that makes feasible sense given the obvious deterioration. Otherwise, we have a very slow Board Of Directors and I would expect soon to see the departure of Mr. Pagano. That would have a positive effect on the company and the stock. It is time for someone else that is pragmatic and sensible to run this company. For sure there are negotiations with the bank or new banks concerning the credit facility as they stated in the postponement announcement. They may be looking for an equity partner as well, pure speculation. As for earnings I unfortunately expect ENGlobal to announce one of it’s biggest yearly losses ever. The debilitation is a shame and I have long admired this company from the first day I invested in IDS. However, I have always told you the truth about what I saw potentially. It just isn’t very good now. Can it be saved? This is debatable for sure, I have a vision how to do it but if the Board Of Directors continues to operate this way the future looks dim or bankrupt. Good luck to everyone.

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