SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 9, 2004
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ENGLOBAL CORPORATION
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(Exact name of registrant as specified in its chapter)
Nevada 001-14217 88-0322261
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 Century Plaza Drive, Suite 140, Houston, Texas 77073-6033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 281-821-3200
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(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Number Exhibit
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99.1 Press Release, dated August 9, 2004, of ENGlobal Corporation
Item 9. Regulation FD Disclosure
On August 9, 2004, ENGlobal Corporation issued a press release, a copy of which
is set forth below. In accordance with General Instructions B.2. Form 8-K, the
following information shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.
ENGLOBAL CORPORATION ANNOUNCES SECOND QUARTER RESULTS
HOUSTON, TX, AUGUST 9, 2004 - ENGlobal Corporation (AMEX: ENG), a leading
provider of engineering services, today reported net income of $0.02 per share
for the quarter ended June 30, 2004, equivalent to results from the same period
in 2003. Revenues increased by $5,011,000, or 17%, for the three months ended
June 30, 2004 compared to the three months ended June 30, 2003. The engineering
segment reported a significant increase in sales during the period, while the
systems segment reported a decrease. This increase in revenue was primarily due
to revenue recognized in the Company's engineering segment from procurement and
subcontracting activities on a large co-generation project that began in 2003.
The Company's gross profit decreased by $84,000 for the three months ended June
30, 2004 as compared to the three months ended June 30, 2003. The gross profit
for engineering services, after excluding procurement and subcontract
activities, increased to 17.8% from 17.3% for the three months ended June 30,
2003. Overall, the engineering segment's gross profit decreased $117,000 while
the systems segment's gross profit increased $33,000 when results from the three
months ended June 30, 2004 are compared to the results for the three months
ended June 30, 2003. Expenses related to selling, general and administrative,
including depreciation and amortization, increased $254,100 or 8.2% for the
three months ended June 30, 2004 as compared to the same period in 2003. The
increase was primarily from the combined selling, general and administrative
expenses relating to internal growth initiatives that began operations during
the fourth quarter of 2003 and the first quarter of 2004.
The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
will be filed with the Securities and Exchange Commission on or about August 10,
2004 reflecting these results.
About ENGlobal Corporation
ENGlobal Corporation provides engineering services and systems principally to
the petroleum refining, petrochemical, pipeline, production, and process
industries throughout the United States and internationally. ENGlobal's
multi-disciplinary engineering services group develops projects from the initial
planning stage through detailed design, procurement, and construction
management. The systems group develops, manufactures, installs, and services
control and instrumentation systems utilized in various energy and
process-related industries, and provides services and products that support the
advanced automation and environmental technology fields. The Company, with its
subsidiaries, now employs over 1,000 employees and occupies over 250,000 square
feet of office and manufacturing space. Further information about the Company
and its subsidiaries is available at www.ENGlobal.com.
Safe Harbor for Forward-Looking Statements
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Certain matters discussed in this press release may constitute forward-looking
statements within the meaning of the federal securities laws and are subject to
risks and uncertainties including, but not limited to, the Company's ability to
achieve its business strategy while effectively managing costs and expenses.
Actual results and the timing of certain events could differ materially from
those projected in or contemplated by the forward-looking statements due to a
number of factors detailed from time to time in ENGlobal's filings with the
Securities and Exchange Commission. Reference is hereby made to cautionary
statements set forth in the Company's Form 10-K for the year ended December 31,
2003, Form 10-Q's for the quarters ended June 30, 2004, June 30, 2003 and
September 30, 2003, current Forms 8-K, and other SEC filings. Among other
matters, there can be no assurance that operating results will continue to be as
good or better than the operating results from the current quarter, that
financial performance of the systems segment will improve, or that the Company's
operations will continue to be profitable. In addition, the information
contained in this press release is also subject to the risk factors identified
in the Company's Annual Report on Form 10-K for the year ended December 31,
2003.
FINANCIAL HIGHLIGHTS
(in thousands, except per share data)
For the six months ended
June 30
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2004 2003*
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Income Statement Data:
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Revenue $65,275 $52,278
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Net income per share (basic and diluted) .04 .04
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Weighted average number of shares
outstanding (basic) 24,035 22,861
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Weighted average number of shares
outstanding (diluted) 24,347 23,237
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As of
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June 30, 2004 December 31, 2003
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Balance Sheet Data:
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Working Capital $ 9,387 $ 6,505
Property and Equipment, net 4,745 4,302
Total Assets 40,456 42,530
Long-term Debt, net of current portion 9,070 7,506
Capital Leases, net of current portion 4 12
Stockholders' Equity 19,080 18,175
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* Income statement data for the six months ended June 30, 2003 does not take
into account the conversion of the Company's Series A Preferred Stock that
occurred in August 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENGlobal Corporation
Date: August 10, 2004 /s/ Natalie S. Hairston
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Natalie S. Hairston, Investor Relations Officer,
Chief Governance Officer and Corporate Secretary