ENGlobal Corporation: 8K - Notice of Delisting

http://www.sec.gov/Archives/edgar/data/933738/000117184313001282/f8k_040813.htm

Item 3.01        

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 4, 2013, ENGlobal Corporation (the “Company”) received a notification letter (the “Notice”) from The NASDAQ Stock Market LLC’s Listing Qualifications Department (“NASDAQ”) advising the Company that it had not regained compliance with Listing Rule 5450(a)(1), the continued listing requirement to maintain the $1.00 per share minimum bid price, and that, accordingly, its common stock is now subject to delisting from The NASDAQ Global Market.

In accordance with Listing Rule 5810(c)(3)(A), the Company may be eligible for a second 180 calendar day grace period if it applies to transfer its common stock to The NASDAQ Capital Market by April 11, 2013.  To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.  The Notice also states that the Company may request an appeal of the determination to delist via a hearing.

Unless the Company has submitted an application to transfer its common stock to The NASDAQ Capital Market or requests an appeal of the determination to delist the Company’s common stock, the Company’s common stock will be scheduled for delisting at the opening of business on April 15, 2013, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The NASDAQ Stock Market. If the Company files the hearing request before 4:00 p.m. Eastern Time on April 11, 2013, the suspension of the Company’s common stock and the filing of the Form 25-NSE will be stayed pending a Listing Qualification Panel’s decision.

The Company will consider available options to resolve the noncompliance with the minimum bid price requirement. In the meantime, the Company intends to apply to have its listing transferred to The NASDAQ Capital Market by April 11, 2013.  No other 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.

ENGlobal Corporation: One Year Later

Rev. 1.1

It was just a year ago on 1 April I revived and renamed the Engineering Blog. A few of you guessed that the date renewed on was no coincidence. Let’s examine where has ENGlobal gone in the last year? I thought the then presiding CEO was ineffective. Despite the long time it took for others to see the problem the CEO “resigned” and his fruitless management finally ended, albeit with severe damage. Just look at the financial results of the last year Q4 2012 – (.15), Q1 2013 – (.01), Q2 2013 – (.37), & Q3 2013 – (.83). It looks like some pretty nasty situations were uncovered after he left and had to be accounted for.

What will the financial results be in Q4 & FY 2013? I do not think it will be good news. Notice that this report did not come out in March as usual before last year. You may recall last year was delayed also. This FY report is delayed and to the extent that a NT 10-K had to be filed. ENG usually delays when the news is bad and/or when news can be bundled for a better street reaction.

NT 10-K

From the filing: “The Registrant has limited staffing and extremely limited resources. Accordingly, the Company will be unable to file its Annual Report on Form 10-K for the year ended December 29, 2012 within the prescribed period. We believe that the subject annual report will be available for
filing on or before Monday, April 15, 2013.” Does this sound good to you?

http://www.sec.gov/Archives/edgar/data/933738/000117184313001182/nt10k_032813.htm

There is more bad news within. Look at note (3) question: “Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No”
And, then the Explanation:  The Registrant’s results of operations for the year ended December 29, 2012 will differ materially from the same period in 2011.  For fiscal year 2012, the Registrant expects to report a net loss from continuing operations of $30.1 million and loss per share from continuing operations of $1.13 compared to net loss from continuing operations of $4.4 million and loss per share from continuing operations of $0.16 in fiscal year 2011. In addition, due to the Registrant’s losses from operations and defaults under its debt covenants, the Registrant’s auditors have informed us that their opinion will include a going concern qualification.

I added the underlining but the bad news is clear. A FY 2012 loss from continuing operations of $1.13 per share and a decrease of .97 cents over last year’s loss is phenomenal. This is the severe damage I spoke of earlier. Please note that this is comparing Continuing Operations. ENGlobal’s loss form continuing operations was (.16) in FY 2011, however, their Net Loss was (.27)! In comparing apples to apples the Net Loss for FY 2012 is sure to be much higher than the $1.13 per share because the YTD Net loss from discontinued operations at the end of 3Q 2012 was already (.18).  Even without additional losses in the fourth quarter from discontinued operations they are looking at a Net loss of $1.31 which would exceed FY 2011 by a whopping $1.04 per share.

I would have thought ENG would be sold or nearly so by now. The length of time with no announcement as such or even other such indicators is worrisome. The auditors are not rendering an opinion for nothing. It would be a moot point in the event of a sale. So in reality with what we know, with no sale in sight; what do you think the ENGlobal’s auditor’s opinion as the company being a “going concern” will be?

Continuation of an entity as a “going concern” is assumed in financial reporting in the absence of significant information to the contrary. Ordinarily, information that significantly contradicts the “going concern” assumption relates to the entity's inability to continue to meet its obligations as they become due without substantial disposition of assets outside the ordinary course of business, restructuring of debt, externally forced revisions of its operations, or similar actions.  By including a “going concern” qualification in their opinion, ENGlobal’s external auditors may be forcing disclosures about continuity that might not be otherwise forthcoming from management.  If you are interested in more information on this subject just “Google” the subject “concerning auditors going concern qualification”.

Additionally, the NASDAQ should be delisting ENGlobal soon by the stock not recovering to over $1 for the required amount of time. Moreover, the Credit Facility is on a multiple extension, expiring April 30 – lending money to a company with consistent losses…doesn’t take a genius to figure the rest out.

If you look at all the recent SEC filings you will see some SC 13G/As and a SC 13G filed. Statement and amended statements of ownership. Given the number of shared amended and owned there exists the possibility of taking the company private. That would mean an end with a low recovery for investors and a smaller company that can still provide some jobs after the cuts. If that possibility happens the comapny still needs to be run competently.

You may see the dialog here change as more information becomes available. ENG has discontinued many operations and sold of several business units. Revenue will decrease and I hope they can balance to something profitable. Good luck to everyone.

ENGlobal Corporation: ENGlobal Provides Operational Update

 

 

Houston, Texas, Feb. 27, 2013 (GLOBE NEWSWIRE) -- ENGlobal Corporation, a leading provider of energy-related engineering and automation services, today provided an operational update on a range of project scopes that were recently awarded to its Automation Segment.

· An automated pipe handling equipment company has awarded ENGlobal projects to engineer, integrate, and test a number of automated driller's cabins, which include consolidating drilling controls, automated pipe handling controls, computer hardware and data processing systems.

· ENGlobal will provide design and integration services for several analyzer shelters and remote instrument enclosure (RIE) buildings for a large engineering and construction firm, to be shipped to a variety of end users. The Company's scope also includes engineering, procurement, and testing of the analyzer shelters and RIEs.

· A midstream energy master limited partnership (MLP) has selected ENGlobal as its automation systems integration contractor. Specifically, the Company expects to provide procurement, fabrication, and testing of industrial shelters, programmable logical controller (PLC) systems, railcar and truck loading / unloading facilities, and satellite transmitting and receiving stations.

"We are pleased to receive these project awards from both new and existing clients," said William A. Coskey, P.E., ENGlobal's President and Chief Executive Officer. "ENGlobal is committed to being totally responsive to our valued clients - both by providing quality services as well as supporting them in a range of new business opportunities, as illustrated by these recent awards."

ENGlobal Awarded Reconstruction Project From Huntsman

HOUSTON, Jan. 31, 2013 (GLOBE NEWSWIRE) -- ENGlobal Corporation (NASDAQ: ENG), a leading provider of energy-related engineering and automation services, announced today that it has been awarded a project from Huntsman Performance Products ("Huntsman"), a division of Huntsman Corporation (NYSE: HUN), to provide engineering and project management services at Huntsman's manufacturing plant in Port Neches, Texas.

In April 2012, Huntsman announced its intent to add 250 million pounds per year of EO capacity to its existing one billion pounds annual capacity at the same plant.  ENGlobal expects to perform the engineering, design and project management of the reconstruction of an Ethylene Oxide (EO) Unit.
The Company will begin work on the project immediately with engineering scheduled to be completed in the second quarter of 2013.

Monteith, President of Huntsman Performance Products, said, "The expansion of our ethylene oxide capacity enables Huntsman to leverage the favorable North American ethane cost position, which will benefit our intermediate chemicals and has an attractive projected return on investment.  We are excited to join with ENGlobal to work on this expansion."

"We are pleased to receive this award from Huntsman, who is a long standing and valued client," said William A. Coskey, P.E., ENGlobal's President and Chief Executive Officer. "The award clearly affirms our industry expertise and capability in delivering a safe, quality project in all respects.  We are deeply committed to addressing our clients' unique project needs and production objectives."

Spring and Summer News and Events 2013

Rev 4.0

Below is an interesting story to read when you have some time to think and appreciate a sense of honor that goes beyond most codes of mankind. You will find that it is more than kindness by the results - a code of life. Follow the two links within the article for the real bonus.

 http://www.cnn.com/2013/03/09/living/higher-call-military-chivalry/index.html?hpt=hp_c1

As an addendum to the earlier post  San Antonio Theater Shooting Gun Control and Media many other more practical solutions are being utilized all over the world.


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 "So with all the kindness I can muster, I give this one piece of advice to the next pop star who is asked to sing the national anthem at a sporting event: save the vocal gymnastics and the physical gyrations for your concerts. Just sing this song the way you were taught to sing it in kindergarten -- straight up, no styling. Sing it with the constant awareness that there are soldiers, sailors, airmen and marines watching you from bases and outposts all over the world. Don't make them cringe with your self-centered ego gratification. Sing it as if you are standing before a row of 86-year-old WWII vets wearing their Purple Hearts, Silver Stars and flag pins on their cardigans and you want them to be proud of you for honoring them and the country they love -- not because you want them to think you are a superstar musician. They could see that from your costume, makeup and your entourage. Sing "The Star Spangled Banner" with the courtesy and humility that tells the audience that it is about America , not you."

Unknown Author

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To help the Lovelady family please see end of this link, thank you:

http://www.kfdm.com/shared/news/top-stories/stories/kfdm_vid_3456.shtml


This is one of the most difficult situations in life we now have to face. The world has changed in our lifetimes.  Trying to cover a situation that strikes home from the other side of the world is difficult with sketchy news. But not nearly as difficult as what family and friends are going through.  That is where the thoughts; prayers and efforts should go now in support. God bless the families affected wherever they are – God knows who they are.

In the long-term we need a strong government and military to help prevent and respond to suppress such behavior in the world. It is our responsibility as citizens to voice concerns and control government to meet those goals. To do this we need to remain strong and empowered as citizens.

We are Americans, we are Free.

Burrow Global Acquires/Merges Industrial Engineering Management

Burrow Global, LLC, a Multi-services Provider to Industrial Clients Worldwide, Acquires/Merges Industrial Engineering Management, Inc. hereafter referred to as (IEM)

Burrow strengthens upstream and midstream engineering services and adds full service Baton Rouge and Nassau Bay offices 

HOUSTON, TEXAS (January 3, 2013) Burrow Global, LLC (Burrow) has successfully concluded the friendly acquisition/merger of Baton Rouge, Louisiana and Nassau Bay, Texas based engineering firm, “Industrial Engineering Management, Inc. (IEM)”. A highly respected, multi-discipline firm that started operations in mid-2009, IEM specializes in process/conceptual design and FEL package preparation, plant automation, detailed engineering/design, and construction management. IEM, which currently employs over 90 full time technical employees, services primarily the upstream and midstream oil and gas markets and secondarily the refining and petrochemical industries.
This marriage adds depth of expertise and resources in a resource limited market to the upstream/midstream segments while expanding Burrow Global geographically through IEM's full services offices in Baton Rouge, Louisiana and Nassau Bay, Texas.

Under the terms, Burrow acquired assets and stock of IEM and IEM shareholders became shareholders of Burrow. The transaction recently finalized was effective December 31, 2012 with IEM which has been rebranded as “Industrial Engineering Management, LLC a Burrow Global Company” becoming a wholly owned subsidiary of Burrow Global, LLC. Burrow is a rapidly growing engineering, construction and industrial services company employing 960 people and servicing customers across the globe. With this acquisition, the company now operates from twelve domestic offices Beaumont, Houston, Deer Park, Pasadena, Nassau Bay, Port Arthur, Mont Belvieu, Crystal City, Henderson, and Yoakum Texas, Tulsa, Oklahoma, and Baton Rouge, Louisiana plus two fabrication facilities in Crystal City and Henderson, Texas. Burrow is a global player in the provision of engineering and construction services for industrial clients and specializes in process automation, industrial buildings, plant commissioning, start-up, operations and turnaround management.

“IEM has complementary strengths in process engineering and plant automation, two areas that are synergistic with Burrow and will substantially benefit our customers”, said Mike Burrow, P.E., CEO and Board Chairman of Burrow Global, LLC. “With this acquisition, we can now offer all our industrial clients substantially improved capabilities in front end engineering and plant automation covering most industrial process facilities; especially in the development and design of upstream and midstream facilities. The Baton Rouge office will provide the manpower and home office infrastructure needed to facilitate re-establishing Burrow’s presence in that familiar locale. We will use IEM’s strong, established, local foundation to grow our downstream service offering in Louisiana,” said Burrow.

“The depth of expertise in engineering, procurement, and construction already established by the Burrow companies is well known and I believe we will complement their capabilities, especially in the areas of upstream and midstream industrial facilities,” said Craig Borel, P. E., president and CEO of IEM. “Mike Burrow and I worked together for many years in a Baton Rouge engineering company that was acquired by a former Burrow Managed Company in the 1990’s. Our companies have also recently worked together on several midstream projects to the benefit of our clients. We share common values and goals and we know each other well, so it is a good fit. With Burrow’s size, we will be able to offer considerably more resources to our established clients as well as expand our global opportunities in the future.”

About Industrial Engineering Management, LLC a Burrow Global Company:
Industrial Engineering Management, LLC, is a diversified multi-disciplined, consulting engineering firm, established in 2009. IEM was owned, by Craig Borel, P. E, Samantha Wilds, Jennifer Crawford and Barry Boudreaux and operated as a Louisiana Corporation with offices in Baton Rouge, Louisiana and Nassau Bay, Texas. Industrial Engineering Management, LLC, has worked across the United States and abroad. IEM’s services include the full range of engineering, design, and procurement and construction management. IEM designs are appreciated by clients because of their simplistic approach and ease of maintenance. IEM, LLC started in 2009 with only 8 employees and through hard work, quality services and repeat business has grown to over 90 employees as of 2012 year end.

About Burrow Global, LLC:
Burrow Global, LLC is a full service engineering, procurement, construction and facility services firm with specialties in process design and plant automation, turnaround management, and plant commissioning and start-ups. Founded in November of 2009 by CEO and Board Chairman Michael L. Burrow, P.E., Burrow Global is a privately held firm that has exhibited substantial organic growth since 2010 by using strategic acquisitions to position the company to address the needs of its valued clients. With a clear vision for continuous performance improvement and a global priority for safety in execution, Burrow Global Companies have grown to include twelve domestic offices, two shops and almost 1000 employees. The group of companies expects to exceed $150 million in revenues for 2012 and with this acquisition has a revenue run rate exceeding $200 million annually.

http://www.burrowglobal.com

ENGlobal Corporation: Closes the Midstream Deal

ENGlobal Completes Divestiture of Midstream Inspection Division

Houston, TX, Jan. 3, 2013 (GLOBE NEWSWIRE) -- ENGlobal Corporation (NASDAQ: ENG), a leading provider of energy-related engineering and automation services, announced today that it has closed the previously announced agreement to divest its Midstream Inspection division to Furmanite America, Inc. ("FAI") a subsidiary of Furmanite Corporation.  As announced in December 2012, the total value of the transaction to ENGlobal was approximately $6.5 million, consisting of cash at closing, retained working capital, and a promissory note issued with a parent company guarantee.
ENGlobal intends to use the net proceeds from this transaction to reduce outstanding debt.  The closing of this transaction completes ENGlobal's previously announced intent to divest its Field Solutions segment, which included both its Land/Right of Way and Midstream Inspection divisions, as a means of reducing outstanding bank indebtedness.

Opinion: Kind of a repeat but glad they got it closed.