ENGlobal Corporation: 3Q - OMG

HOUSTON, Nov. 19, 2012 (GLOBE NEWSWIRE) -- ENGlobal (Nasdaq:ENG), a leading provider of energy-related project delivery solutions, announced today its financial results for its third quarter ended September 29, 2012. ENGlobal reported a net loss of $22.3 million, or $0.83 per diluted share, for the quarter ended September 29, 2012, compared to a net loss of $1.3 million, or $0.05 per diluted share for the same period last year. Included in the third quarter 2012 results were one-time, non-cash charges of approximately $17.5 million, primarily relating to goodwill impairments and a write-down of the assets of the Field Solutions segment that was classified as held-for-sale at quarter end, in addition to charges on completed fixed price projects.

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."

Mr. Coskey continued, "While we are disappointed in the quarterly results, we believe that the measures that are being implemented should begin to have a positive impact. During the quarter, we continued to make 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. One thing I can say with certainty is that our management team is engaged and energized, and working hard to produce better results going forward."

Third quarter revenues decreased to $57.5 million, 5% lower than the $60.5 million for the third quarter of fiscal year 2011, primarily due to a decrease in revenue from the Gulf Coast region of the Engineering and Construction segment.

In response to the reduced activity levels expected for the remainder of 2012, the Company began reducing overhead and selling, general and administrative ("SG&A") staff levels beginning in June and has continued this effort throughout the third quarter. Overall, SG&A expenses decreased $0.5 million from $6.7 million in the three months ended September 30, 2011, to $6.2 million in the third quarter of 2012. As a percentage of revenue, SG&A expense decreased to 10.7% for the three months ended September 29, 2012, from 11.0% for the comparable prior year period.

ENGlobal continues to negotiate with its lender and work with its management consultant to restore the Company's compliance with its credit facility.

The Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 2012 will be filed with the Securities and Exchange Commission today reflecting these results. The Company will not be hosting an earnings conference call for the quarter ended September 29, 2012.

ENGlobal Corporation files another NT 10-Q

Rev. 2.0

Earnings Delayed again.

http://sec.gov/Archives/edgar/data/933738/000117184312004137/nt10q_111312.htm

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR or the transition report or portion thereof could not be filed within the prescribed time period.

The Registrant is unable to file the subject report in a timely manner because the Registrant was not able to complete timely its financial statements without unreasonable effort or expense.  The Registrant’s management deemed additional time is necessary to ensure full, complete and accurate disclosure and to complete the financial statements required for inclusion within the Quarterly Report on Form 10-Q for the period ended September 29, 2012. We believe that the subject quarterly report will be available for filing on or before November 19, 2012.

Oh, by the way did you notice this?

(3) 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

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Explanation:  The Registrant’s results of operations for the quarter ended September 29, 2012 will differ materially from the same period in 2011.  The Registrant is in the process of finalizing an interim goodwill impairment review and anticipates an impairment of approximately $16.9 million.

Four More Years

ENGlobal Corporation: Some Of The Deal Finalized

ENGlobal Finalizes Divestiture of Land and Right of Way Division

Houston, TX, Nov. 5, 2012 (GLOBE NEWSWIRE) -- ENGlobal Corporation (NASDAQ: ENG), announced today that it successfully completed the divestiture of its Land and Right of Way division to Steele & Company, LP based in Tyler, Texas ("Steele"). Pursuant to the final agreement, the Company will retain approximately $4.5 million of this division's working capital at the time of closing, in addition to receiving a $3.0 million promissory note payable over four years from Steele. Subject to the agreement, the purchase price was adjusted based on the net working capital of the division at the time of closing. ENGlobal intends to use the net proceeds from this transaction to reduce outstanding debt.

As previously reported, the original agreement between ENGlobal and Steele provided for the sale of substantially all of the assets of both divisions of its Field Solutions segment, 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. The Company expects no changes to the personnel of its Inspection operation as a result of this transaction.

ENGlobal Corporation: A Stay Is Granted

HOUSTON, Oct. 31, 2012 (GLOBE NEWSWIRE) -- ENGlobal Corporation (Nasdaq:ENG), a leading provider of energy-related project delivery solutions, announced today that it has been granted additional time by its lender for the purpose of negotiating the terms of an extended waiver period. As previously announced, ENGlobal has hired a management consultant and is developing a plan to restore the Company's compliance with its credit facility. This extended period through the first quarter of 2013 would allow ENGlobal's management sufficient time to implement this plan.

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: Notice of Delisting

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 3, 2012, ENGlobal Corporation (the “Company”) received written notice from The NASDAQ Stock Market LLC (“NASDAQ”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement for continued listing on the NASDAQ Global Select Market, as set forth in Listing Rule 5450(a)(1). The notice has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on the NASDAQ Global Select Market under the symbol “ENG” at this time.

In accordance with Listing Rule 5810(c)(3)(A), the Company has a grace period of 180 calendar days, or until April 1, 2013, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for at least ten consecutive business days during this 180-day grace period.

If the Company is not in compliance by April 1, 2013, the Company may be afforded a second 180 calendar day grace period if it transfers the listing of its common stock to The NASDAQ Capital Market. To qualify, the Company would 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, except for the minimum bid price requirement. In addition, the Company would be required to notify NASDAQ of its intent to cure the minimum bid price deficiency by effecting a reverse stock split if necessary.

If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by NASDAQ, NASDAQ will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal the NASDAQ Staff’s determination to a NASDAQ Listing Qualifications Panel and request a hearing.

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.


http://sec.gov/Archives/edgar/data/933738/000117184312003594/f8k_100512.htm