UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 001-14217
ENGlobal Corporation
--------------------
(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of
incorporation or organization)
88-0322261
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(I.R.S Employer Identification No.)
654 N. Sam Houston Parkway E., Suite 400, Houston, TX 77073-6033
----------------------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(281) 878-1000
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(Registrant's telephone number, including area code)
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.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer," and smaller
reporting company in Rule 12b-2 of the Exchange Act. (check one):
Large Accelerated Filer [ ] Accelerated Filer [X]
Non-Accelerated Filer [ ] Smaller Reporting Company [ ]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the close of business of August 5, 2008.
$0.001 Par Value Common Stock 27,267,141 shares
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2008
TABLE OF CONTENTS
Page
Number
------
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Income for the Three Months and
Six Months Ended June 30, 2008 and June 30, 2007 3
Condensed Consolidated Balance Sheets at June 30, 2008 and December 31, 2007 4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2008 and June 30, 2007 5
Notes to Condensed Consolidated Financial Statements 6-12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13-29
Engineering Segment Results 21
Construction Segment Results 24
Automation Segment Results 26
Land Segment Results 28
Item 3. Quantitative and Qualitative Disclosures About Market Risk 30
Item 4. Controls and Procedures 30-31
Part II. Other Information
Item 1. Legal Proceedings 32
Item 1A. Risk Factors 32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33
Item 3. Defaults Upon Senior Securities 33
Item 4. Submission of Matters to a Vote of Security Holders 33
Item 5. Other Information 33
Item 6. Exhibits 34
Signatures 35
2
PART I. - FINANCIAL INFORMATION
-------------------------------
ITEM 1. FINANCIAL STATEMENTS
ENGlobal Corporation
Condensed Consolidated Statements of Income
(Unaudited)
(Dollars in Thousands)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
2008 2007 2008 2007
--------- --------- --------- ---------
Revenues $ 136,011 $ 89,576 $ 234,177 $ 171,235
Direct costs 115,710 75,357 199,530 143,739
--------- --------- --------- ---------
Gross Profit $ 20,301 $ 14,219 $ 34,647 $ 27,496
Selling, general and administrative 8,701 7,290 15,927 15,033
--------- --------- --------- ---------
Operating income $ 11,600 $ 6,929 $ 18,720 $ 12,463
Other Income (Expense):
Other income $ 59 $ 515 $ 85 $ 515
Interest income (expense), net (413) (700) (896) (1,260)
--------- --------- --------- ---------
Income before Income Taxes $ 11,246 $ 6,744 $ 17,909 $ 11,718
Provision for Federal and State Income Taxes 4,544 2,831 7,204 4,650
--------- --------- --------- ---------
Net Income $ 6,702 $ 3,913 $ 10,705 $ 7,068
========= ========= ========= =========
Net Income Per Common Share:
Basic $ 0.25 $ 0.15 $ 0.40 $ 0.26
Diluted $ 0.24 $ 0.14 $ 0.39 $ 0.26
Weighted Average Shares Used in Computing
Net Income Per Share (in thousands):
Basic 27,096 26,864 27,078 26,839
Diluted 27,641 27,290 27,576 27,209
See accompanying notes to interim condensed consolidated financial statements.
3
ENGlobal Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
(Dollars in Thousands)
ASSETS
------
June 30, December 31,
2008 2007
--------- ---------
Current Assets:
Cash $ 2,344 $ 908
Trade receivables, net 92,886 64,141
Prepaid expenses and other current assets 1,353 2,125
Current portion of notes receivable 156 154
Costs and estimated earnings in excess of billings on uncompleted contracts 4,504 6,981
Deferred tax asset 3,081 3,081
--------- ---------
Total Current Assets $ 104,324 $ 77,390
Property and equipment, net $ 6,115 $ 6,472
Goodwill 20,314 19,926
Other intangible assets, net 3,618 4,112
Long term notes receivable, net of current portion 10,515 10,593
Deferred tax asset, non-current 257 77
Other assets 1,032 1,020
--------- ---------
Total Assets $ 146,175 $ 119,590
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts payable $ 21,746 $ 10,482
Accrued compensation and benefits 21,199 16,182
Notes payable 202 931
Current portion of long-term lease 168 --
Current portion of long-term debt 1,344 1,508
Deferred rent 497 558
Billings and estimated earnings in excess of costs on uncompleted contracts 388 963
Other current liabilities including taxes payable 5,473 3,851
--------- ---------
Total Current Liabilities $ 51,017 $ 34,475
Long-Term Lease, net of current portion 332 --
Long-Term Debt, net of current portion 26,477 29,318
--------- ---------
Total Liabilities $ 77,826 $ 63,793
--------- ---------
Commitments and Contingencies (Note 9)
Stockholders' Equity:
Common stock - $0.001 par value; 75,000,000 shares authorized; 27,242,141
and 27,051,766 shares issued and outstanding at June 30, 2008 and
December 31, 2007, respectively $ 28 $ 28
Additional paid-in capital 35,489 33,593
Retained earnings 32,886 22,181
Accumulated other comprehensive income (loss) $ (54) $ (5)
--------- ---------
Total Stockholders' Equity 68,349 55,797
--------- ---------
Total Liabilities and Stockholders' Equity $ 146,175 $ 119,590
========= =========
See accompanying notes to interim condensed consolidated financial statements.
4
ENGlobal Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in Thousands)
For the Six Months Ended
June 30,
----------------------
2008 2007
--------- ---------
Cash Flows from Operating Activities:
Net income $ 10,705 $ 7,068
Adjustments to reconcile net income to net cash provided
(used) by operating activities:
Depreciation and amortization 2,245 1,943
Share-based compensation expense 816 455
Gain on disposal of property, plant and equipment (85) (553)
Deferred income taxes (180) (77)
Changes in current assets and liabilities, net of acquisitions:
Trade receivables (28,745) (9,402)
Billings and estimated earnings in excess of costs 2,477 (4,798)
Prepaid expenses and other assets 400 (785)
Accounts payable 11,265 (4,386)
Accrued compensation and benefits 5,016 3,781
Billings in excess of costs and estimated earnings (575) 2,860
Other liabilities (79) (4,364)
Income taxes receivable/payable 1,256 3,850
--------- ---------
Net cash provided by (used in) operating activities $ 4,516 $ (4,408)
--------- ---------
Cash Flows from Investing Activities:
Property and equipment acquired $ (1,336) $ (1,051)
Proceeds from note receivable 76 20
Additional consideration for acquisitions -- 18
Proceeds from sale of other assets 383 711
--------- ---------
Net cash used in investing activities $ (877) $ (302)
--------- ---------
Cash Flows from Financing Activities:
Borrowings on line of credit $ 128,387 $ 76,453
Payments on line of credit (130,704) (69,494)
Proceeds from issuance of common stock 1,080 194
Borrowing under capital lease 500 --
Long-term debt repayments (1,418) (1,524)
--------- ---------
Net cash (used in) provided by financing activities $ (2,155) $ 5,629
--------- ---------
Effect of Exchange Rate Changes on Cash (48) 3
--------- ---------
Net change in cash $ 1,436 $ 922
Cash, at beginning of period 908 1,403
--------- ---------
Cash, at end of period $ 2,344 $ 2,325
========= =========
Supplemental Disclosures:
Interest paid $ 840 $ 827
--------- ---------
Income taxes paid $ 6,141 $ 3,443
--------- ---------
See accompanying notes to interim condensed consolidated financial statements.
5
Notes to Condensed Consolidated Financial Statements
----------------------------------------------------
NOTE 1 - BASIS OF PRESENTATION
Our condensed consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United States of
America. Our Company consolidates all of its wholly-owned subsidiaries and
all significant inter-company accounts and transactions have been
eliminated in the consolidation.
The condensed consolidated financial statements of ENGlobal Corporation
(which may be referred to as "ENGlobal," the "Company," "we," "us," or
"our") included herein are unaudited for the three month and six month
periods ended June 30, 2008 and 2007, have been prepared from the books and
records of the Company pursuant to the rules and regulations of the
Securities and Exchange Commission, and in the case of the condensed
balance sheet as of December 31, 2007, have been derived from the audited
financial statements. These financial statements reflect all adjustments
(consisting of normal recurring adjustments), which are, in the opinion of
management, necessary to fairly present the results for the periods
presented. Certain information and note disclosures, normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America, have been condensed or
omitted pursuant to rules and regulations of the Securities and Exchange
Commission. It is suggested that these condensed financial statements be
read in conjunction with the Company's audited financial statements for the
year ended December 31, 2007, included in the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission. The Company
believes that the disclosures made herein are adequate to make the
information presented not misleading.
NOTE 2 - CRITICAL ACCOUNTING POLICIES
A summary of critical accounting policies is disclosed in Note 2 to the
Consolidated Financial Statements included in our 2007 Annual Report on
Form 10-K. Our critical accounting policies are further described under the
caption "Critical Accounting Policies" in Management's Discussion and
Analysis of Financial Condition and Results of Operation in our 2007 Annual
Report on Form 10-K.
NOTE 3 - SHARE-BASED COMPENSATION
Prior to June 6, 2008, the Company sponsored a share-based incentive plan
(the "Plan") as described below. Effective January 1, 2006, the Company
adopted the provisions of Statement of Financial Accounting Standards
("SFAS") No. 123 (Revised), "Share-Based Payment" ("SFAS No. 123(R)").
Under the fair value recognition provisions of SFAS No. 123(R), share-based
compensation for employees is measured at the grant date based on the value
of the awards and is recognized as expense over the requisite service
period (usually a vesting period). The Company selected the modified
prospective method of adoption described in SFAS No. 123(R). The fair
values of awards recognized under SFAS No. 123(R) are determined based on
the vested portion of the awards; however, the total compensation expense
is recognized on a straight-line basis over the vesting period.
The Company maintained the Plan, under which the Company had the ability to
award non-statutory options, incentive stock options, restricted stock and
stock appreciation rights to employees including non-employee directors.
Under the Plan, a maximum of 3,250,000 shares of our common stock was
approved to be issued or transferred to non-employee directors, officers
and employees pursuant to awards granted. At the date of the Plan's
expiration, June 5, 2008, 502,494 shares remained available under the Plan.
The Company's policy regarding share issuance upon option exercise takes
into consideration the optionee's eligibility and vesting status. Upon
receipt of an optionee's exercise notice and payment, and the Company's
subsequent determination of eligibility, the Company's Chief Governance
Officer or the Chairman of the Compensation Committee instructs our
transfer agent to issue shares of our common stock to the optionee.
Stock options have been granted with exercise prices at or above the market
price on the date of grant. The granted options have vested generally over
one year for non-employee directors and ratably over four years for
officers and employees. The granted options generally have ten year
contractual terms.
In accordance with the provisions of SFAS No. 123(R), total share-based
compensation expense in the amount of $429,000 and $222,000 was recorded in
the three months ended June 30, 2008, and June 30, 2007, respectively.
Total stock-based compensation expense in the amount of $816,000 and
6
Notes to Condensed Consolidated Financial Statements
----------------------------------------------------
$455,000 was recorded in the six months ended June 30, 2008, and June 30,
2007, respectively. The total share-based compensation expense was recorded
in selling, general and administrative expense. The total income tax
benefit recognized in the condensed consolidated statements of income for
the share-based arrangements was $90,000 and $38,000 for the three months
ended June 30, 2008, and June 30, 2007, respectively, and $180,000 and
$77,000 for the six months ended June 30, 2008, and June 30, 2007,
respectively.
Compensation expense related to outstanding non-vested stock option awards
under the Plan of $1.1 million had not been recognized at June 30, 2008.
This compensation expense is expected to be recognized over a
weighted-average period of approximately 32 months.
The following table summarizes stock option activity through the second
quarter of 2008:
Weighted
Weighted Average
Average Remaining Aggregate
Number of Exercise Contractual Intrinsic
Options Price Term (Years) Value (000's)
----------- ---------- ----------- -------------
Balance at December 31, 2007 1,306,500 $ 6.26 7.4 $ 3,920
Granted 140,000 9.44 9.7 -
Exercised (190,375) 5.73 -
Canceled or expired (30,000) 5.27 - -
------------ ---------- ----------- -------------
Balance at June 30, 2008 1,226,125 $ 6.73 5.9 $ 6,564 *
============ ========== =========== =============
Exercisable at June 30, 2008 1,021,925 $ 6.10 6.4 $ 5,036
============ ========== =========== =============
*Based on average stock price through the second quarter of 2008 of $10.11
per share. The average stock price for the same period in 2007 was $7.44
per share. Our common stock was quoted on the NASDAQ Global Select market
during the six months ended June 30, 2008 and on the American Stock
Exchange during the six months ended June 30, 2007. The total fair value of
vested options outstanding as of June 30, 2008 and 2007 was $5.0 million
and $3.1 million, respectively.
The total intrinsic value of options exercised was $967,000 and $587,000
for the six months ended June 30, 2008 and 2007, respectively.
Restricted Stock Unit Awards
In June 2008, the Company granted compensation to each of its three
non-employee directors via restricted stock awards. It was the Company's
intention that such awards be issued pursuant to the Plan. It was later
determined that the grants had been made after the Plan's expiration.
Therefore, the grants of restricted stock were rescinded. On August 8,
2008, the Company replaced the grants of restricted stock with grants of
non-Plan restricted stock units equivalent to 6,420 shares of common stock.
The award of restricted stock units is intended to compensate and retain
the directors over the term of the award. The fair value of the award was
$93,411 per director based on the market price of $14.55 per share of the
Company's stock on the date the award was granted. Upon vesting, the units
will be convertible into cash or, if shareholder approval is obtained,
common stock. The units will vest in equal quarterly installments beginning
on September 30, 2008, so long as the grantee continues to serve as an
independent director of the Company. Recognition of compensation related to
the restricted stock awards will commence in the third quarter of 2008.
7
Notes to Condensed Consolidated Financial Statements
----------------------------------------------------
NOTE 4 - FIXED FEE CONTRACTS
Costs, estimated earnings and billings on uncompleted contracts consisted
of the following at June 30, 2008 and December 31, 2007:
June 30, December 31,
2008 2007
----------------------
(Dollars in Thousands)
----------------------
Costs incurred on uncompleted contracts $ 70,327 $ 74,599
Estimated earnings (losses) on uncompleted contracts (1,328) (1,686)
-------- --------
Earned revenues 68,999 72,913
Less: billings to date 64,883 66,895
-------- --------
Net costs and estimated earnings in excess of billings
on uncompleted contracts $ 4,116 $ 6,018
======== ========
Costs and estimated earnings in excess of billings on uncompleted contracts $ 4,504 $ 6,981
Billings and estimated earnings in excess of cost on uncompleted contracts (388) (963)
-------- --------
Net costs and estimated earnings in excess of billings
on uncompleted contracts $ 4,116 $ 6,018
======== ========
NOTE 5 - LINE OF CREDIT AND DEBT
June 30, December 31,
2008 2007
----------------------
(Dollars in Thousands)
----------------------
Schedule of Long-Term Debt:
Comerica Credit Facility - Line of credit, variable interest at 5.0% at June 30,
2008, maturing in July 2010 $ 25,518 $ 27,835
Sterling Planet and EDGI - Notes payable, interest at 5%, principal payments in
installments of $15,000 plus interest due quarterly, maturing in December 2008 30 60
Cleveland Inspection Services, Inc., CIS Technical Services and F.D. Curtis - Notes
payable, discounted at 5% interest, principal in installments of $100,000 due
quarterly, maturing in October 2009 482 667
A.T.I. Inc. - Note payable, interest at 6%, principal payments in installments of
$30,422 including interest due monthly, maturing in January 2009 209 382
Michael Lee - Note payable, interest at 5%, principal payments in installments of
$150,000 plus interest due quarterly, maturing in July 2010 1,200 1,500
Watco Management, Inc. - Note payable, interest at 4%, principal payments in
installments of $137,745 including interest annually, maturing in October 2010 382 382
-------- --------
Total long-term debt 27,821 30,826
Less: current maturities of long-term debt (1,344) (1,508)
-------- --------
Long-term debt, net of current portion $ 26,477 $ 29,318
Borrowings under capital lease 500 --
Less: current maturities of capital lease (168) --
-------- --------
Total $ 26,809 $ 29,318
======== ========
The Company plans additional borrowings of approximately $500,000 under
capital leases during the remainder of 2008.
8
Notes to Condensed Consolidated Financial Statements
----------------------------------------------------
NOTE 6 - SEGMENT INFORMATION
ENGlobal has four reportable segments: Engineering, Construction,
Automation and Land. Our segments are strategic business units that offer
different services and products and therefore require different marketing
and management strategies. Our segments have grown through strategic
acquisitions, which have also served to augment management expertise.
The Engineering segment provides consulting services relating to the
development, management and execution of projects requiring professional
engineering and related project services. Services provided by the
Engineering segment include feasibility studies, engineering, design,
procurement, and construction management. The Construction segment provides
construction management personnel and services in the areas of inspection,
mechanical integrity, vendor and turnaround surveillance, field support,
construction, quality assurance and plant asset management. The Automation
segment provides services related to the design, fabrication, and
implementation of process distributed control and analyzer systems,
advanced automation, and information technology projects. The Land segment
provides land management, right-of-way, environmental compliance, and
governmental regulatory compliance services primarily to pipeline, utility
and telecom companies and other owner/operators of infrastructure
facilities throughout the United States and Canada.
The accounting policies of each of the segments are the same as those
described in the summary of significant accounting policies. The Company
evaluates performance based on profit or loss from operations before
interest, income taxes and other income or loss, but after selling, general
and administrative expenses attributable to the reportable segments.
Transactions between reportable segments are at market rates comparable to
terms available from unrelated parties.
(Dollars in Thousands)
For the three months ended
June 30, 2008 Engineering Construction Automation Land All Other Consolidated
-------------------------- ----------- ------------ ---------- ---- --------- ------------
Revenue before eliminations $ 77,480 $ 38,858 $ 11,411 $ 11,842 $ -- $ 139,591
Inter-segment eliminations $ (1) (3,204) (375) -- -- (3,580)
--------- --------- --------- --------- --------- ---------
Revenue $ 77,479 35,654 11,036 11,842 $ 136,011
Gross profit $ 12,779 3,988 1,362 2,172 $ 20,301
SG&A $ 2,262 759 749 881 4,050 $ 8,701
--------- --------- --------- --------- --------- ---------
Operating income $ 10,517 $ 3,229 $ 613 $ 1,291 $ (4,050) $ 11,600
--------- --------- --------- --------- ---------
Other income (expense) (354)
Tax provision (4,544)
---------
Net income $ 6,702
=========
(Dollars in Thousands)
For the three months ended
June 30, 2007
--------------------------
Revenue before eliminations $ 56,972 $ 19,032 $ 9,942 $ 7,104 $ -- $ 93,050
Inter-segment eliminations $ (6) (3,044) (424) -- -- (3,474)
-------- -------- -------- -------- -------- --------
Revenue $ 56,966 15,988 9,518 7,104 -- $ 89,576
Gross profit $ 9,584 2,646 1,112 877 -- $ 14,219
SG&A $ 1,732 666 773 574 3,545 $ 7,290
-------- -------- -------- -------- -------- --------
Operating income $ 7,852 $ 1,980 $ 339 $ 303 $ (3,545) $ 6,929
-------- -------- -------- -------- --------
Other income (expense) (185)
Tax provision (2,831)
--------
Net income $ 3,913
========
9
Notes to Condensed Consolidated Financial Statements
----------------------------------------------------
NOTE 6 - SEGMENT INFORMATION (continued)
(Dollars in Thousands)
For the six months ended
June 30, 2008 Engineering Construction Automation Land All Other Consolidated
------------------------ ----------- ------------ ---------- ---- --------- ------------
Revenue before eliminations $ 129,515 $ 65,875 $ 21,968 $ 20,677 $ -- $ 238,035
Inter-segment eliminations $ (7) (3,321) (530) -- -- (3,858)
--------- --------- --------- --------- --------- ---------
Revenue $ 129,508 62,554 21,438 20,677 -- $ 234,177
Gross profit $ 22,661 6,016 2,406 3,564 -- $ 34,647
SG&A $ 3,557 1,462 1,381 1,558 7,969 $ 15,927
--------- --------- --------- --------- --------- ---------
Operating income $ 19,104 $ 4,554 $ 1,025 $ 2,006 $ (7,969) $ 18,720
--------- --------- --------- --------- ---------
Other income (expense) (811)
Tax provision (7,204)
---------
Net income $ 10,705
=========
(Dollars in Thousands)
For the six months ended
June 30, 2007
------------------------
Revenue before eliminations $ 108,414 $ 33,667 $ 19,765 $ 13,991 $ -- $ 175,837
Inter-segment eliminations $ 1 (3,894) (709) -- -- (4,602)
--------- --------- --------- --------- --------- ---------
Revenue $ 108,415 29,773 19,056 13,991 -- $ 171,235
Gross profit $ 18,748 4,728 1,893 2,127 -- $ 27,496
SG&A $ 3,599 1,293 1,618 1,156 7,367 $ 15,033
--------- --------- --------- --------- --------- ---------
Operating income $ 15,149 $ 3,435 $ 275 $ 971 $ (7,367) $ 12,463
--------- --------- --------- --------- ---------
Other income (expense) (745)
Tax provision (4,650)
---------
Net income $ 7,068
=========
Financial information about geographic areas
--------------------------------------------
Revenue from the Company's non-U.S. operations is not material. Long-lived
assets (principally leasehold improvements and computer equipment) located
in Canada were valued at $70,000 as of June 30, 2008, net of accumulated
depreciation, stated in U.S. dollars.
NOTE 7 - FEDERAL AND STATE INCOME TAXES
The components of income tax expense (benefit) for the three months and six
months ended June 30, 2008 and 2007 were as follows:
Three Months Ended Six Months Ended
June 30, June 30,
------------------- --------------------
2008 2007 2008 2007
---- ---- ---- ----
(Dollars in thousands) (Dollars in thousands)
Current $ 4,634 $ 2,869 $ 7,384 $ 4,727
Deferred (90) (38) (180) (77)
------- ------- ------- -------
Total tax provision $ 4,544 $ 2,831 $ 7,204 $ 4,650
======= ======= ======= =======
Effective tax rate 40.4% 42.0% 40.2% 39.7%
------- ------- ------- -------
The estimated effective tax rates are based on estimates using historical
rates adjusted by recurring and non-recurring book to tax differences.
Estimates at June 30, 2008, are based on results of the 2007 year end and
adjusted for estimates of non-recurring differences from the prior year, as
well as anticipated book to tax differences for 2008.
10
Notes to Condensed Consolidated Financial Statements
----------------------------------------------------
NOTE 8 - EARNINGS PER SHARE
The following table reconciles the number of shares used to compute basic
earnings per share to the number of shares used to compute diluted earnings
per share ("EPS").
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
2008 2007 2008 2007
---- ---- ---- ----
(Shares in thousands) (Shares in thousands)
Weighted average shares outstanding
used to compute basic EPS 27,096 26,864 27,078 26,839
Effect of share-based plan 545 426 498 370
------ ------ ------ ------
Shares used to compute diluted EPS 27,641 27,290 27,576 27,209
====== ====== ====== ======
NOTE 9 -COMMITMENTS AND CONTINGENCIES
Employment Agreements
The Company has employment agreements with certain of its executive
officers and certain other officers. Such agreements provide for minimum
salary levels. If the Company terminates the employment of the employee for
any reason other than (1) for cause, as defined in the employment
agreement, (2) voluntary resignation, or (3) the employee's death, the
Company is obligated to provide a severance benefit equal to six months of
the employee's salary, and, at its option, an additional six months at 50%
to 100% of the employee's salary in exchange for an extension of the
employee's agreement not to engage in certain competitive activities. These
agreements are renewable for one year at the Company's option.
Long-term Note Receivable
In the first quarter of 2007, ENGlobal Engineering, Inc. ("EEI") and South
Louisiana Ethanol, LLC ("SLE") executed an agreement for engineering,
procurement and construction (EPC) services relating to the retro-fit of an
ethanol plant in southern Louisiana. The history of the SLE project (the
"SLE Project") is described in Note 12 to the Company's financial
statements included in its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007 (the "Third Quarter 10-Q") and is discussed
further in the Company's Annual Report on Form 10-K for the year ended
December 31, 2007.
Litigation
From time to time, the Company is involved in various legal proceedings
arising in the ordinary course of business alleging, among other things,
breach of contract or tort in connection with the performance of
professional services, the outcome of which cannot be predicted with
certainty. As of the date of this filing, we are party to several legal
proceedings that we believe have been reserved for or are covered by
insurance, or that, if determined adversely to us individually or in the
aggregate, would not have a material adverse effect on our results of
operations or financial position.
Due to SLE's continued failure to obtain permanent financing, on May 30,
2008, the Company filed suit in the United States District Court for the
Eastern District of Louisiana, Cause Number 08-3601, the Company is seeking
damages of $15.8 million. An independent appraisal, dated March 17, 2008,
from the bridge lending bank's appraiser, Revpro and Associates, indicates
a fair market value of SLE's assets of $35.8 million, an orderly
liquidation value of $25.3 million, and a forced liquidation value of $20.0
million. While the Company believes that in the event the collateral is
liquidated, SLE's obligations to the Company would be paid in full pursuant
to the Collateral Mortgage in favor of the Company, collectability is not
assured at this time. However, at this time the Company believes that the
ultimate disposition of the SLE collateral will not materially adversely
affect our liquidity or overall financial position.
11
Notes to Condensed Consolidated Financial Statements
----------------------------------------------------
Insurance
The Company carries a broad range of insurance coverage, including general
and business automobile liability, commercial property, professional errors
and omissions, workers' compensation insurance and a general umbrella
policy. The Company is not aware of any claims in excess of insurance
recoveries. ENGlobal is partially self-funded for health insurance claims.
Provisions for expected future payments are accrued based on the Company's
experience.
Building Lease Commitment
As discussed in Note 20 of our 2007 Annual Report on Form 10-K, on February
28, 2008, ENGlobal entered into a lease agreement with a third party
relating to the construction of a new facility in Beaumont, Texas.
Commencement of the lease agreement and construction of the facility was
contingent on the sale of property to the developer/lessor. During May
2008, the Company completed the sale of property to the developer/lessor.
Construction has commenced on the new facility and is expected to continue
throughout 2008.
NOTE 10 - SUBSEQUENT EVENTS
Sale of Office Building in Baton Rouge
In June 2007, we sold an office building we owned in Baton Rouge,
Louisiana. At the time of the sale, we accepted a note receivable from the
buyer for approximately $1.4 million. On July 24, 2008, the buyer paid the
note in full. The sale of the building was described in our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007.
SemCrude, L.P.
We have potential exposure to SemCrude, L.P. ("SemCrude"), an affiliate of
SemGroup, L.P. ("SemGroup"), related to services provided by our
Engineering and Construction segments to SemCrude in connection with the
construction of the White Cliffs Pipeline. As of June 30, 2008, on a
combined basis our Engineering and Construction segments had received
payments from SemCrude totaling approximately $2.7 million. On July 22,
2008, SemGroup and several of its affiliates, including SemCrude (Case
Number 08-11525), filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware.
As of June 30, 2008, combined Engineering and Construction segment
receivables attributable to SemCrude totaled approximately $2.0 million. As
of July 25, 2008, our exposure was approximately $2.8 million. Because
SemCrude's account with ENGlobal had historically been paid on a materially
current basis, and because it was materially current as of June 30, 2008,
we did not reflect any portion of SemCrude's account in either our
Engineering segment's or our Construction segment's allowance for doubtful
accounts. On July 28, 2008, ENGlobal was notified that the White Cliffs
Pipeline project would continue under a third-party manager and that it was
anticipated that SemCrude's accounts would be kept current. On August 1,
and August 7, 2008, the Company received payments of approximately $941,000
and $339,000, respectively, each of which brought SemCrude's account
materially current as of those dates. We have continued performing work on
this project.
We are currently unable to quantify what amount of SemCrude's balance, if
any, may be uncollectible. However, we believe that the ultimate
disposition of SemCrude's asset investment in the White Cliffs Pipeline
project will not materially adversely affect our liquidity or overall
financial position.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Forward-Looking Statements
--------------------------
Certain information contained in this Form 10-Q, the Company's Annual
Report on Form 10-K, as well as other written and oral statements made or
incorporated by reference from time to time by the Company and its
representatives in other reports, filings with the Securities and Exchange
Commission, press releases, conferences, or otherwise, may be deemed to be
forward-looking statements with the meaning of Section 21E of the
Securities Exchange Act of 1934. This information includes, without
limitation, statements concerning the Company's future financial position
and results of operations; planned capital expenditures; business strategy
and other plans for future operations; the future mix of revenues and
business; customer retention; project reversals; commitments and contingent
liabilities; and future demand and industry conditions. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations
will prove to have been correct. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Generally, the words "anticipate,"
"believe," "estimate," "expect," "may," and similar expressions, identify
forward-looking statements, which generally are not historical in nature.
Actual results could differ materially from the results described in the
forward-looking statements due to the risks and uncertainties set forth in
this Form 10-Q, the specific risk factors identified in the Company's
Annual Report on Form 10-K for the year ended December 31, 2007 and those
described from time to time in our future reports filed with the Securities
and Exchange Commission.
The following discussion is qualified in its entirety by, and should be
read in conjunction with, the Company's Condensed Consolidated Financial
Statements, including the notes thereto, included in this Form 10-Q and the
Company's Annual Report on Form 10-K for the year ended December 31, 2007.
MD&A Overview
-------------
The following list sets forth a general overview of certain significant
changes in the Company's financial condition and results of operations for
the three months and six months ended June 30, 2008, compared to the
corresponding period in 2007.
During the three months During the six months
ended June 30, 2008 ended June 30, 2008
------------------- -------------------
Revenue Increased 51.8% Increased 36.8%
Gross profit Increased 43.0% Increased 26.0%
Operating income Increased 67.4% Increased 50.2%
SG&A expense Increased 19.4% Increased 5.9%
Net income Increased 71.3% Increased 51.5%
13
Management's Discussion and Analysis (continued)
------------------------------------------------
As of As of As of
Selected Balance Sheet Comparisons June 30, December 31, June 30,
2008 2007 2007
-------- -------- --------
(Dollars in Thousands)
-------------------------------
Working capital $ 53,307 $ 42,915 $ 48,707
Total assets $146,175 $119,590 $120,213
Long-term debt, net of current portion $ 26,477 $ 29,318 $ 33,318
Stockholders' equity $ 68,349 $ 55,797 $ 48,583
Long-term debt, net of current portion, decreased 9.6%, or $2.8 million,
from $29.3 million at December 31, 2007 to $26.5 million at June 30, 2008.
As a percentage of stockholders' equity, long-term debt decreased to 38.7%
from 52.5% at these dates. The decrease in long-term debt primarily relates
to the $2.3 million decrease in our line of credit resulting from improved
collections of associated trade receivables. On average, our day's sales
outstanding remained at 61 days for the three-month period ended June 30,
2008, equal to 61 days at December 31, 2007, but decreased from 70 days for
the comparable three-month period in 2007. The Company continues to work
toward improving internal billing and client collection processes.
Total stockholders' equity increased 22.4%, or $12.5 million, from $55.8
million as of December 31, 2007 to $68.3 million as of June 30, 2008.
Consolidated Results of Operations for the Three Months
Ended June 30, 2008 and 2007
(Unaudited)
For the three months ended
June 30, 2008
(Dollars in Thousands) Engineering Construction Automation Land All Other Consolidated
-------------------------- ----------- ------------ ---------- ---- --------- ------------
Revenue before eliminations $ 77,480 $ 38,858 $ 11,411 $ 11,842 $ -- $ 139,591
Inter-segment eliminations (1) (3,204) (375) -- -- (3,580)
--------- --------- --------- --------- --------- ---------
Revenue $ 77,479 $ 35,654 $ 11,036 $ 11,842 $ -- $ 136,011
--------- --------- --------- --------- --------- ---------
Gross profit $ 12,779 $ 3,988 $ 1,362 $ 2,172 $ -- $ 20,301
SG&A 2,262 759 749 881 4,050 8,701
--------- --------- --------- --------- --------- ---------
Operating income $ 10,517 $ 3,229 $ 613 $ 1,291 $ (4,050) $ 11,600
--------- --------- --------- --------- ---------
Other income (expense) (354)
Tax provision (4,544)
---------
Net income $ 6,702
=========
For the three months ended
June 30, 2007
(Dollars in Thousands)
--------------------------
Revenue before eliminations $ 56,972 $ 19,032 $ 9,942 $ 7,104 $ -- $ 93,050
Inter-segment eliminations (6) (3,044) (424) -- -- (3,474)
-------- -------- -------- -------- -------- --------
Revenue $ 56,966 $ 15,988 $ 9,518 $ 7,104 $ -- $ 89,576
-------- -------- -------- -------- -------- --------
Gross profit $ 9,584 $ 2,646 $ 1,112 $ 877 $ -- $ 14,219
SG&A 1,732 666 773 574 3,545 7,290
-------- -------- -------- -------- -------- --------
Operating income $ 7,852 $ 1,980 $ 339 $ 303 $ (3,545) $ 6,929
-------- -------- -------- -------- --------
Other income (expense) (185)
Tax provision (2,831)
--------
Net income $ 3,913
========
14
Management's Discussion and Analysis (continued)
------------------------------------------------
Consolidated Results of Operations for the Six Months
Ended June 30, 2008 and 2007
(Unaudited)
For the six months ended
June 30, 2008
(Dollars in Thousands) Engineering Construction Automation Land All Other Consolidated
------------------------ ----------- ------------ ---------- ---- --------- ------------
Revenue before eliminations $ 129,515 $ 65,875 $ 21,968 $ 20,677 $ -- $ 238,035
Inter-segment eliminations (7) (3,321) (530) -- -- (3,858)
--------- --------- --------- --------- --------- ---------
Revenue $ 129,508 $ 62,554 $ 21,438 $ 20,677 $ -- $ 234,177
--------- --------- --------- --------- --------- ---------
Gross profit $ 22,661 $ 6,016 $ 2,406 $ 3,564 $ -- $ 34,647
SG&A 3,557 1,462 1,381 1,558 7,969 $ 15,927
--------- --------- --------- --------- --------- ---------
Operating income $ 19,104 $ 4,554 $ 1,025 $ 2,006 $ (7,969) $ 18,720
--------- --------- --------- --------- ---------
Other income (expense) (811)
Tax provision (7,204)
---------
Net income $ 10,705
=========
For the six months ended
June 30, 2007
(Dollars in Thousands)
-------------------------
Revenue before eliminations $ 108,414 $ 33,667 $ 19,765 $ 13,991 $ -- $ 175,837
Inter-segment eliminations 1 (3,894) (709) -- -- (4,602)
--------- --------- --------- --------- --------- ---------
Revenue $ 108,415 $ 29,773 $ 19,056 $ 13,991 $ -- $ 171,235
--------- --------- --------- --------- --------- ---------
Gross profit $ 18,748 $ 4,728 $ 1,893 $ 2,127 $ -- $ 27,496
SG&A 3,599 1,293 1,618 1,156 7,367 $ 15,033
--------- --------- --------- --------- --------- ---------
Operating income $ 15,149 $ 3,435 $ 275 $ 971 $ (7,367) $ 12,463
--------- --------- --------- --------- ---------
Other income (expense) (745)
Tax provision (4,650)
---------
Net income $ 7,068
=========
15
Management's Discussion and Analysis (continued)
------------------------------------------------
We recorded net income of $6.7 million, or $0.24 per diluted share, for the
three months ended June 30, 2008, compared to net income of $3.9 million,
or $0.14 per diluted share, for the corresponding period last year.
Cumulatively, we recorded net income of $10.7 million, or $0.39 per diluted
share, for the six months ended June 30, 2008, compared to net income of
$7.1 million, or $0.26 per diluted share, for the corresponding period in
2007.
The Company recognizes service revenue as soon as the services are
performed. The majority of the Company's service revenue has historically
been provided through cost-plus contracts, whereas a majority of our
fabrication and turnkey EPC projects revenue is earned on fixed-price
contracts.
Revenue on fixed-price contracts is recorded primarily using the
percentage-of-completion (cost-to-cost) method. Under this method, revenue
on long-term contracts is recognized in the ratio that contract costs
incurred bear to total estimated contract costs. Revenue and gross margin
on fixed-price contracts are subject to revision throughout the lives of
the contracts and any required adjustments are made in the period in which
the revisions become known. Losses on contracts are recorded in full as
they are identified.
In the course of providing our services, we routinely provide engineering,
materials, and equipment and may provide construction services on a direct
hire or subcontractor basis. Generally, the materials, equipment and
subcontractor costs are passed through to our clients and reimbursed, along
with fees, which in total are at margins lower than those of our normal
core business. In accordance with industry practice and generally accepted
accounting principles, all such costs and fees are included in reported
revenue. The use of subcontractor services can change significantly from
project to project; therefore, changes in revenue and gross profit, SG&A
expense and operating income as a percent of revenue may not be indicative
of the Company's core business trends.
Operating SG&A expense includes management and staff compensation, office
costs such as rents and utilities, depreciation, amortization, travel and
other expenses generally unrelated to specific contracts, but directly
related to the support of a segment's operations.
All other SG&A expense is comprised primarily of business development
costs, as well as costs related to the executive, investor
relations/governance, finance, accounting, safety, human resources, project
controls, legal and information technology departments and other costs
generally unrelated to specific projects, but which are incurred to support
corporate activities and initiatives.
Industry Overview:
Given the fact that global demand for oil products has tightened the supply
of both crude oil as well as refined products, we believe each of
ENGlobal's business segments is well positioned within the industry given
increased spending on energy infrastructure in North America.
Many ENGlobal offices have benefited from significant capital projects in
the downstream refinery market, primarily related to increasing capacity,
the utilization of heavy or sour crude oil, and rebuilding facilities
damaged by accidents. While many existing projects of this type are
underway, it is possible that some refiners will defer significant new
spending given a recent tightening of refining margins. The Company expects
a continuation of refining projects that are compliance driven, such as EPA
environmental initiatives and OSHA safety related projects that can
originate as a result of increased audits of U.S.-based refineries. The
Company is also currently seeing good opportunities to upgrade obsolete
automation and control systems at existing refineries, and also to plan and
manage turnaround projects.
The downstream petrochemical industry has historically been a good source
of projects for ENGlobal. While not currently as robust as the refining
market, we have seen a recent increase in both maintenance and capital
spending after several years of relative inactivity. We believe that major
grassroots petrochemical projects will continue to be undertaken overseas,
either closer to product demand in emerging economies, or located closer to
less expensive feed stocks. We expect for the foreseeable future, that
petrochemical work undertaken in the U.S. will consist of smaller capital
projects or be maintenance related.
16
Despite past downturns in the industry, pipeline projects have remained
fairly constant and we have recently seen a significant increase in project
activity. Although pipeline projects tend to require less engineering man
hours than similar sized downstream projects, ENGlobal may also provide a
pipeline client with several additional services, such as right-of-way
acquisition, inspection, and construction management. The drivers we see
behind growth in domestic pipeline activity include: 1) natural gas
transportation away from the Rocky Mountain area and new gas fields in
other parts of the country, 2) natural gas transportation related to LNG
import facilities, 3) movement of heavy Canadian crude oil into the United
States, and 4) movement of refined products from Gulf Coast refineries to
the Midwest and Northeast.
The country's focus on alternative energy has presented the Company with
many new project opportunities. The North American Industrial Project
Spending Index has recently indicated that capital spending for all
alternative energy projects exceeds that for refining and pipeline
combined. To date, ENGlobal has mainly focused its efforts on biomass
processes, such as those related to coal-to-liquids projects, the
production of ethanol and biodiesel, and the utilization of refinery
petroleum coke as an energy source. In addition, the Company predicts
possible opportunities related to solar energy in the coming years,
including the potential opportunity to perform project services on solar
collector and poly-silicon (used in photovoltaic cells) production
facilities. Most of our alternative-energy projects are for smaller
developers rather than our larger, traditional clients.
Revenue:
Revenue increased $46.4 million, or 51.8%, to $136.0 million for the three
months ended June 30, 2008, from $89.6 million for the comparable
prior-year period. Approximately $77.5 million of the increase is
attributable to our Engineering segment, while $35.7 million of the
increase is attributable to our Construction segment, $11.0 million of the
increase is attributable to our Automation segment, and $11.8 million of
the increase is attributable to our Land segment. Revenue from procurement
services increased 218.2%, or $12.0 million, to $17.5 million for the three
months ended June 30, 2008, from $5.5 million for the comparable period in
2007. This is discussed further in our segment information.
Revenue increased $63.0 million, or 36.8%, to $234.2 million for the six
months ended June 30, 2008, from $171.2 million for the comparable
prior-year period. Approximately $129.5 million of the increase is
attributable to our Engineering segment, while $62.6 million of the
increase is attributable to our Construction segment, $21.4 million of the
increase is attributable to our Automation segment, and $20.7 million of
the increase is attributable to our Land segment. Revenue from procurement
services increased 157.4%, or $10.7 million, to $17.5 million for the six
months ended June 30, 2008, from $6.8 million for the comparable period in
2007. This is discussed further in our segment information.
Gross Profit:
Gross profit increased $6.1 million, or 43.0%, to $20.3 million for the
three months ended June 30, 2008, from $14.2 million for the comparable
prior-year period. The $6.1 million increase in gross profit is
attributable to a $46.4 million increase in revenue, which was offset by
approximately $40.3 million in higher costs and lower margins.
As a percentage of revenue, gross profit decreased 1.0% from 15.9% for the
three months ended June 30, 2007, to 14.9% for the three months ended June
30, 2008. The decrease in gross profit margin as a percentage of revenue
primarily relates to a shift in revenue mix quarter-over-quarter. Revenues
in the Engineering segment for the three months ended June 30, 2008,
included $17.5 million in procurement services compared to $5.5 million for
the three months ended June 30, 2007. Revenues in the Construction segment
for the three months ended June 30, 2008, included $31.0 million in
inspection services compared to $12.1 million for the three months ended
June 30, 2007. While these two portions of our revenue added $30.9 million
to our overall revenue growth, these pass-through type services have
typically been performed at lower margins, thereby, resulting in an average
reduction of 1.0% in our overall gross margin.
Gross profit increased $7.1 million, or 25.8%, to $34.6 million for the six
months ended June 30, 2008, from $27.5 million for the comparable
prior-year period. The $7.1 million increase in gross profit is
attributable to a $63.0 million increase in revenue, which was offset by
approximately $55.9 million in higher costs and lower margins.
17
Management's Discussion and Analysis (continued)
------------------------------------------------
As a percentage of revenue, gross profit decreased 1.3% from 16.1% for the
six months ended June 30, 2007, to 14.8% for the quarter ended June 30,
2008. . Revenues in the Engineering segment for the three months ended June
30, 2008, included $17.5 million in procurement services compared to $6.8
million for the three months ended June 30, 2007. Revenues in the
Construction segment for the three months ended June 30, 2008, included
$54.4 million in inspection services compared to $22.8 million for the
three months ended June 30, 2007. While these two portions of our revenue
added $42.3 million to our overall revenue growth, these pass-through type
services have typically been performed at lower margins, thereby, resulting
in an average reduction of 1.3% in our overall gross margin.
Selling, General, and Administrative:
As a percentage of revenue, total SG&A expense decreased 1.7% to 6.4% for
the three months ended June 30, 2008, from 8.1% for the comparable period
in 2007. Total expense for SG&A increased $1.4 million, or 19.2%, to $8.7
million for the three months ended June 30, 2008, from $7.3 million for the
comparable prior-year period.
As a percentage of revenue, operating SG&A expense decreased 0.8% to 3.4%
for the three months ended June 30, 2008, from 4.2% for the comparable
prior-year period. Operating SG&A increased $0.8 million, or 21.1%, to $4.6
million for the three months ended June 30, 2008, from $3.8 million for the
comparable prior-year period. Increases in Operating SG&A were primarily
related to increases in higher bad debt expense. Operating SG&A is
discussed in further detail in each of the segment sections.
As a percentage of revenue, all other SG&A expense decreased 0.9% to 3.0%
for the three months ended June 30, 2008, from 3.9% for the comparable
prior-year period. All other SG&A expense increased approximately $0.6
million, or 17.1%, to $4.1 million for the three months ended June 30,
2008, from $3.5 million for the comparable prior-year period. The increase
over the prior year's all other SG&A expense was related to increases of
approximately $169,000 related to stock compensation expense, $99,000 in
depreciation and amortization expense, and $236,000 for professional
services.
As a percentage of revenue, total SG&A expense decreased 2.0% to 6.8% for
the six months ended June 30, 2008, from 8.8% for the comparable period in
2007. Total expense for SG&A increased $0.9 million, or 6.0%, to $15.9
million for the six months ended June 30, 2008, from $15.0 million for the
comparable prior-year period.
As a percentage of revenue, operating SG&A expense decreased 1.1% to 3.4%
for the six months ended June 30, 2008, from 4.5% for the comparable
prior-year period. Operating SG&A expense increased approximately $0.3
million to $7.9 million for the six months ended June 30, 2008, from $7.6
million for the comparable prior-year period. Increases in Operating SG&A
were primarily related to increases in higher bad debt expense, offset by
identifying certain associate expenses as direct costs rather than
overhead.
As a percentage of revenue, all other SG&A expense decreased 0.9% to 3.4%
for the six months ended June 30, 2008, from 4.3% for the comparable
prior-year period. All other SG&A expense increased approximately $0.6
million, or 8.1%, to $8.0 million for the six months ended June 30, 2008,
from $7.4 million for the comparable prior-year period. The increase over
the prior year's all other SG&A was related to increases of approximately
$321,000 related to stock compensation expense, $224,000 in depreciation
and amortization expense, and $152,000 in professional services.
Operating Income:
Operating income increased approximately $4.7 million, or 68.1%, to $11.6
million for the three months ended June 30, 2008, from $6.9 million for to
the same period in 2007. As a percentage of revenue, operating income
increased 0.7% to 8.5% for the three months ended June 30, 2008, from 7.8%
for the comparable prior-year period.
Operating income increased approximately $6.2 million, or 49.6%, to $18.7
million for the six months ended June 30, 2008, from $12.5 million for the
comparable period in 2007. As a percentage of revenue, operating income
increased 0.7% to 8.0% for the three months ended June 30, 2008, from 7.3%
for the comparable prior- year period.
18
Management's Discussion and Analysis (continued)
------------------------------------------------
Other Expense, net:
Other expense increased $0.2 million, to $0.4 million for the three months
ended June 30, 2008, from $0.2 million for the comparable prior-year
period, primarily due to other income related to gain on the sale of the
Baton Rouge office building in the second quarter of 2007. Net interest
expense on our Credit Facility was reduced from $633,000 in June 2007 (with
a rate of 8.25%) to $356,000 in June 2008 (with an average rate of
approximately 4.5%). Other expense for the three months ended June 30,
2008, is net of approximately $82,000 gain on the sale of land described in
Note 9 above, and other expense for the three months ended June 30, 2007,
is net of approximately $500,000 gain on the sale of the Baton Rouge
building described in Note 10, above.
Other expense increased $0.1 million, to $0.8 million for the six months
ended June 30, 2008, from $0.7 million for the comparable prior-year
period, primarily due to other income related to gain on the sale of the
Baton Rouge office building in the second quarter of 2007. Net interest
expense was reduced related to lower interest rates on our Credit Facility
from $1.1 million for the six months ended June 2007, to $794,000 for the
six months ended June 2008. Other expense for the three months ended June
30, 2008, is net of approximately $82,000 gain on the sale of land
described in Note 9 above, and other expense for the three months ended
June 30, 2007, is net of approximately $500,000 gain on the sale of the
Baton Rouge building described in Note 10 above.
Tax Provision:
Income tax expense increased $1.7 million, or 60.7%, to $4.5 million for
the three months ended June 30, 2008, from $2.8 million for the comparable
prior-year period. The estimated effective tax rate was 40.4% for the three
months ended June 30, 2008, compared to 42.0% for the comparable prior-year
period.
Income tax expense increased $2.6 million, or 56.5%, to $7.2 million for
the six months ended June 30, 2008, from $4.6 million for the comparable
prior-year period. The estimated effective tax rate was 40.2% for the six
months ended June 30, 2008, compared to 39.7% for the comparable prior-year
period and 39.7% for the twelve-month period ended December 31, 2007.
The estimated effective tax rates are based on estimates using historical
rates adjusted by recurring and non-recurring book to tax differences.
Estimates at June 30, 2008, are based on results of the 2007 year end and
adjusted for estimates of non-recurring differences from the prior year, as
well as anticipated book to tax differences for 2008.
Net Income:
Net income for the three months ended June 30, 2008 increased $2.8 million,
or 71.8%, to $6.7 million from $3.9 million for the comparable prior-year
period. As a percentage of revenue, net income increased 0.5% to 4.9% for
the three months ended June 30, 2008, from 4.4% for the three months ended
June 30, 2007.
Net income for the six months ended June 30, 2008 increased $3.6 million,
or 50.7%, to $10.7 million from $7.1 million for the comparable prior-year
period. As a percentage of revenue, net income increased 0.5% to 4.6% for
the three months ended June 30, 2008, from 4.1% for the three months ended
June 30, 2007.
Liquidity and Capital Resources
-------------------------------
Overview
The Company defines liquidity as its ability to pay liabilities as they
become due, fund the business operations and meet monetary contractual
obligations. Our primary source of funds to meet liquidity needs during the
period ended June 30, 2008 was borrowings under our senior revolving Credit
Facility, also. Cash on hand at June 30, 2008 totaled $2.3 million and
availability under the Credit Facility totaled $23.3 million resulting in
cash and previously arranged borrowing capacity to meet additional
liquidity needs of $25.6 million. As of June 30, 2008, management believes
the Company is positioned to meet its liquidity requirements for the next
12 months.
We are a growth company and we manage our business to achieve reasonable
growth objectives that are commensurate with profitable operations given
existing and anticipated economic conditions. The outlook for our continued
organic growth is generally favorable. We also expect to have opportunities
to make strategic acquisitions. We intend to continue to meet both of the
incremental liquidity needs through our internally generated profits and
19
Management's Discussion and Analysis (continued)
------------------------------------------------
existing borrowing arrangements. In 2008, we began to utilize capital lease
arrangements for a significant upgrade in our computing equipment. We
expect that the capital lease commitment will approximate $1.0 million when
completed by the end of 2008.
The competitive contracting environment exposes us to situations where our
clients may become unable or unwilling to complete a contract and meet
their obligations to us in the normal course of business. These situations
cause unexpected liquidity requirements, lower than expected profits and
even losses. We currently are financing more than $10 million relating to
such a situation (i.e. the SLE Project note receivable) as described more
fully in Note 9 to the Condensed Consolidated Financial Statements. While
this situation has caused the Company to incur higher interest costs than
would otherwise have been incurred, our liquidity remains sufficient to
meet our objectives.
However, cash and the availability of cash could be materially restricted
if:
(1) circumstances prevent the timely internal processing of invoices,
(2) amounts billed are not collected or are not collected in a timely
manner,
(3) project mix shifts from cost-reimbursable to fixed-price
contracts during periods of growth,
(4) the Company loses one or more of its major customers,
(5) the Company experiences material cost overruns on fixed-price
contracts,
(6) our client mix shifts from our historical owner-operator client
base to more developer-based clients,
(7) acquisitions are not accretive or integrated timely, or
(8) we not able to meet the covenants of the Credit Facility.
If any such event occurs, we would be forced to consider alternative
financing options.
Cash Flows from Operating Activities:
Operations generated approximately $4.5 million in net cash for the six
months ended June 30, 2008, compared with net cash used for operations of
$4.4 million during the same period in 2007. Operations generated
approximately $4.1 million in net cash for the three months ended June 30,
2008, compared to the $0.4 million generated for the three months ended
March 31, 2008. The unfavorable changes in working capital accounts during
the six-month period ended June 30, 2008, which negatively impacted cash
flows, were more than offset by income and non-cash provided by operating
activities. The primary changes in working capital accounts were due to the
following:
o Increased Trade Receivables - The increase was primarily the
result of an overall increase in operating activity. Our
collections on past due Accounts Receivable balances continue to
improve.
o Increased Accounts Payable - The increase was primarily the
result of increases in vendor and sub-contractor charges due to
increased operating activity in our Engineering segment during
the three months ended June 30, 2008. The material portion of
these obligations must be met during the third quarter of 2008
and are expected to be funded through receipts from collections
of Trade Receivables. An additional $1.3 million in payments
scheduled to be made during the second quarter of 2008 for
commitments related to the SLE Project were extended due to
delays in execution of settlement and release documents. The SLE
obligations are expected to also be met during the third quarter
of 2008.
o Increased Accrued Compensation and Benefits - The increase was
primarily due to timing of bi-weekly payroll and benefits
payments for the three months ended June 30, 2008.
20
Management's Discussion and Analysis (continued)
------------------------------------------------
Engineering Segment Results
---------------------------
Three Months Ended Six Months Ended
June 30 June 30
------------------------------------------ ---------------------------------------------
2008 2007 2008 2007
------------------------------------------------------------------------------------------
(Dollars in Thousands)
------------------------------------------------------------------------------------------
Revenue before eliminations $ 77,480 $ 56,972 $ 129,515 $ 108,414
Inter-segment eliminations (1) (6) (7) 1
---------- ----------- ------------ -----------
Total revenue $ 77,479 $ 56,966 $ 129,508 $ 108,415
========== =========== ============ ===========
Detailed revenue:
Detail-design $ 46,041 59.4% $ 33,531 58.9% $ 83,976 64.9% $ 66,327 61.2%
Field services 13,069 16.9% 14,035 24.7% 26,057 20.1% 27,793 25.6%
Procurement services 17,466 22.5% 5,454 9.6% 17,500 13.5% 6,786 6.3%
Fixed-price 903 1.2% 3,946 6.8% 1,975 1.5% 7,509 6.9%
---------- ----------- ------------- -----------
Total revenue: $ 77,479 100.0% $ 56,966 100.0% $ 129,508 100.0% $ 108,415 100.0%
Gross profit: $ 12,779 16.5% $ 9,584 16.8% $ 22,661 17.5% $ 18,748 17.3%
Operating SG&A expense: $ 2,262 2.9% $ 1,732 3.0% $ 3,557 2.7% $ 3,599 3.3%
---------- ----------- ------------- -----------
Operating income: $ 10,517 13.6% $ 7,852 13.8% $ 19,104 14.8% $ 15,149 14.0%
========== =========== ============= ===========
Overview of Engineering Segment:
Our Engineering segment continues to benefit from a large project load
generated primarily by both its downstream and midstream clients. The
industry's refining and pipeline segments continue to be very active,
supplying a large percentage of the Company's backlog. ENGlobal is
benefiting from the renewed interest of its chemical/petrochemical clients
in maintenance and small capital projects as product margins in this
marketplace improve.
Revenue:
Engineering segment revenue increased $20.5 million, or 36.0%, to $77.5
million for the three months ended June 30, 2008, from $57.0 million for
the comparable prior-year period.
Engineering segment revenue increased $21.1 million, or 19.5%, to $129.5
million for the six months ended June 30, 2008, from $108.4 million for the
comparable prior-year period.
The increase in Engineering segment revenue was primarily brought about by
increased activity in the engineering and construction markets.
Refining-related activity has been particularly strong, and includes
projects to expand existing facilities and utilize heavier sour crude.
Capital spending in the pipeline area is also trending higher, with
numerous projects in North America currently underway to deliver crude oil,
natural gas, petrochemicals and refined products. Renewable energy appears
to be an emerging area of activity and potential growth, with the Company
currently performing a variety of services for ethanol, biodiesel,
coal-to-liquids, petroleum coke to ammonia, and other biomass processes.
The increases in detail-design services and procurement services are
directly related to rebuilding a refinery. Procurement services include
subcontractor placements, equipment purchases, and other procurement
activities necessary to rebuild the damaged facilities. Most of the
services rendered to date have occurred in the second quarter of 2008,
impacting both the three months and six months ended June 30, 2008.
21
Management's Discussion and Analysis (continued)
------------------------------------------------
Our detail-design services proved strong with revenue increasing 37.3%, or
$12.5 million, to $46.0 million for the three months ended June 30, 2008,
from $33.5 million for the comparable period in 2007. As a percentage of
the total Engineering segment revenue, detail-design revenue increased 0.5%
to 59.4% in 2008 from 58.9% in 2007.
Our detail-design services proved strong with revenue increasing 26.7%, or
$17.7 million, to $84.0 million for the six months ended June 30, 2008,
from $66.3 million for the comparable period in 2007. As a percentage of
the total Engineering segment revenue, detail-design revenue increased 3.7%
to 64.9% in 2008 from 61.2% in 2007.
Our field services revenues remained relatively stable with a decrease of
6.4%, or $0.9 million, to $13.1 million for the three months ended June 30,
2008, from $14.0 million for the comparable period in 2007. As a percentage
of the total Engineering segment revenue, field services revenue decreased
7.8% to 16.9% in 2008 from 24.7% in 2007.
Our field services revenues remained relatively stable with a decrease of
6.1%, or $1.7 million, to $26.1 million for the six months ended June 30,
2008, from $27.8 million for the comparable period in 2007. As a percentage
of the total Engineering segment revenue, field services revenue decreased
5.5% to 20.1% in 2008 from 25.6% in 2007.
Revenue from procurement services increased 218.2%, or $12.0 million, to
$17.5 million for the three months ended June 30, 2008, from $5.5 million
for the comparable period in 2007. As a percentage of the total Engineering
segment revenue, procurement services revenue increased 12.9% to 22.5% for
the three months ended June 30, 2008, from 9.6% for the comparable period
in 2007. The level of procurement services is project dependent and varies
over time depending on the volume of procurement activity our customers
choose to do themselves as opposed to using our services.
Revenue from procurement services increased 157.4%, or $10.7 million, to
$17.5 million for the six months ended June 30, 2008, from $6.8 million for
the comparable period in 2007. As a percentage of the total Engineering
segment revenue, procurement services revenue increased 7.2% to 13.5% for
the six months ended June 30, 2008, from 6.3% for the comparable period in
2007. The level of procurement services is project dependent and varies
over time depending on the volume of procurement activity our customers
choose to do themselves as opposed to using our services.
Fixed-price revenue decreased 76.9%, or $3.0 million, to $0.9 million for
the three months ended June 30, 2008, from $3.9 million for the comparable
period in 2007. As a percentage of the total Engineering segment revenue,
fixed-price revenue decreased 4.6% to 1.2% for the three months ended June
30, 2008, from 6.8% for the comparable period in 2007 as the Company neared
completion of certain EPC contracts.
Fixed-price revenue decreased 73.3%, or $5.5 million, to $2.0 million for
the six months ended June 30, 2008, from $7.5 million for the comparable
period in 2007. As a percentage of the total Engineering segment revenue,
fixed-price revenue decreased 5.4% to 1.5% for the six months ended June
30, 2008, from 6.9% for the comparable period in 2007 as the Company neared
completion of certain EPC contracts.
22
Management's Discussion and Analysis (continued)
------------------------------------------------
Gross Profit:
Our Engineering segment's gross profit increased $3.2 million, or 33.3%, to
$12.8 million for the three months ended June 30, 2008, from $9.6 million
for the comparable period in 2007. As a percentage of the total Engineering
segment revenue, gross profit decreased by 0.3% to 16.5% from 16.8% for the
three months ended June 30, 2008 and 2007, respectively. The overall $3.2
million increase in gross profit was attributable to the $20.5 million
increase in total revenue, including approximately $17.5 million in lower
margin procurement revenue.
Our Engineering segment's gross profit increased $4.0 million, or 21.4%, to
$22.7 million for the six months ended June 30, 2008, from $18.7 million
for the comparable period in 2007. As a percentage of the total Engineering
segment revenue, gross profit increased by 0.2% to 17.5% from 17.3% for the
six months ended June 30, 2008 and 2007, respectively. Of the overall $4.0
million increase in gross profit, approximately $3.5 million was
attributable to the $21.1 million increase in total revenue, plus
approximately $0.5 million in improved margins. The increase in margins can
be attributed to the reduced activity in low margin/high dollar procurement
projects, as these projects are being replaced with higher margin, core
revenue derived from labor activity. Margin improvement slowed in the
second quarter of 2008, as Engineering revenue included approximately $17.5
million in lower margin procurement revenue.
Selling, General, and Administrative:
Our Engineering segment's SG&A expense increased $0.6 million, or 35.3%, to
$2.3 million for the three months ended June 30, 2008, from $1.7 million
for the comparable period in 2007. The increase in the Engineering
segment's SG&A expense came from approximately $0.8 million in higher bad
debt expense offset by approximately $0.2 million in employee and
associated costs reclassified to direct expense. As a percentage of the
total Engineering segment revenue, the segment's SG&A costs decreased by
0.1% to 2.9% from 3.0% for the three months ended June 30, 2008 and 2007,
respectively.
Our Engineering segment's SG&A expense remained flat at $3.6 million for
the six months ended June 30, 2008, from $3.6 million for the comparable
period in 2007. The differences in the Engineering segment's SG&A expense
are attributable to approximately $0.5 million in lower employee and
associated costs re-classified to direct expense in 2008, $0.1 million in
non-recurring costs associated with closing the Dallas office during the
first quarter of 2007, a $0.7 million increase in bad debt expense and a
$0.1 million decrease in share-based incentives for the six months ended
June 30, 2008. As a percentage of the total Engineering segment revenue,
the segment's SG&A costs decreased by 0.6% to 2.7% from 3.3% for the six
months ended June 30, 2008 and 2007, respectively.
Operating Income:
Operating income for the Engineering segment increased $2.6 million, or
32.9%, to $10.5 million for the three months ended June 30, 2008, from $7.9
million for the comparable prior-year period. As a percentage of the total
Engineering segment revenue, operating income decreased by 0.2% to 13.6%
for the three months ended June 30, 2008, from 13.8% for the comparable
prior-year period, primarily due to increased procurement services.
Operating income for the Engineering segment increased $4.0 million, or
26.5%, to $19.1 million for the six months ended June 30, 2008, from $15.1
million for the comparable prior-year period. As a percentage of the total
Engineering segment revenue, operating income increased by 0.8% to 14.8%
for the six months ended June 30, 2008, from 14.0% for the comparable
prior-year period.
23
Management's Discussion and Analysis (continued)
------------------------------------------------
Construction Segment Results
----------------------------
Three Months Ended Six Months Ended
June 30 June 30
--------------------------------------------- ----------------------------------------
2008 2007 2008 2007
-------------------- --------------------- ------------------- ------------------
(Dollars in Thousands)
------------------------------------------------------------------------------------------
Revenue before eliminations $ 38,858 $ 19,032 $ 65,875 $ 33,667
Inter-segment eliminations (3,204) (3,044) (3,321) (3,894)
---------- ------------ ---------- ----------
Total revenue $ 35,654 $ 15,988 $ 62,554 $ 29,773
========== ============ ========== ==========
Detailed revenue:
Inspection 31,026 87.0% 12,065 75.5% 54,420 87.0% 22,768 76.5%
Construction Services 4,628 13.0% 3,923 24.5% 8,134 13.0% 7,005 23.5%
---------- ------------ ---------- ----------
Total revenue: $ 35,654 100.0% $ 15,988 100.0% $ 62,554 100.0% $ 29,773 100.0%
Gross profit: $ 3,988 11.2% $ 2,646 16.6% $ 6,016 9.6% $ 4,728 15.9%
Operating SG&A expense: $ 759 2.1% $ 666 4.2% 1,462 2.3% 1,293 4.4%
---------- ------------ ---------- ----------
Operating income: $ 3,229 9.1% $ 1,980 12.4% $ 4,554 7.3% $ 3,435 11.5%
========== ============ ========== ==========
Overview of Construction Segment:
Revenue:
Our Construction segment's revenue increased $19.7 million, or 123.1%, to
$35.7 million for the three months ended June 30, 2008, from $16.0 million
for the comparable prior-year period. We have experienced significant
growth in our inspection related revenue due to increased capital spending
mainly by our pipeline clients. While inspection related revenues increased
$18.9 million, or approximately 156.2%, to $31.0 million for the three
months ended June 30, 2008, from $12.1 million for the comparable
prior-year period, the contribution to gross profit was reduced. To
increase market share and remain competitive, we accepted work at lower
margins. Increased variable costs associated with labor to perform
proposals, project controls and project management also contributed to the
decrease in gross profit. Increased market share has contributed to the
increase in our construction services revenues. Construction services
revenues increased $0.7 million, or 17.9%, to $4.6 for the three months
ended June 30, 2008, from $3.9 million for the comparable period in 2007.
Our Construction segment's revenue increased $32.8 million, or 110.1%, to
$62.6 million for the six months ended June 30, 2008, from $29.8 million
for the comparable prior-year period. We have experienced significant
growth in our inspection related revenue due to increased capital spending
mainly by our pipeline clients. While inspection related revenues increased
$31.6 million, or approximately 138.6%, to $54.4 million for the six months
ended June 30, 2008, from $22.8 million for the comparable prior-year
period, the contribution to gross profit was effectively unchanged.
Increased variable costs associated with labor to perform proposals,
project controls and project management also contributed to the decrease in
gross profit. Increased market share has contributed to the increase in our
construction services revenues. Construction services revenues increased
$1.1 million, or 15.7%, to $8.1 for the six months ended June 30, 2008,
from $7.0 million for the comparable period in 2007.
Our Construction and Engineering segments are both providing services in
connection with the refinery rebuild with many of those services being
performed at tighter margins. The Construction segment is taking actions to
develop new business and added a quality control manager in the third
quarter of 2008.
24
Management's Discussion and Analysis (continued)
------------------------------------------------
Gross profit:
Our Construction segment's gross profit increased approximately $1.4
million, or 53.8%, to $4.0 million for the three months ended June 30,
2008, from $2.6 million for the comparable prior-year period and, as a
percentage of the total Construction segment revenue, gross profit
decreased by 5.4% to 11.2% from 16.6% for the respective periods. The
decrease in gross profit percentage is primarily attributable to the major
increase in revenue related to an increase in our provision of inspection
services, where increased employee-related costs and competitive pressure
on bill rates resulted in lower margins.
Our Construction segment's gross profit decreased approximately $1.3
million, or 27.7%, to $6.0 million for the six months ended June 30, 2008,
from $4.7 million for the comparable prior-year period and, as a percentage
of the total Construction segment revenue, gross profit decreased by 6.3%
to 9.6% from 15.9% for the respective periods. The decrease in gross profit
percentage is primarily attributable to the major increase in revenue
related to an increase in our provision of inspection services, where
increased employee-related costs and competitive pressure on bill rates
resulted in lower margins.
Selling, General, and Administrative:
Our Construction segment's SG&A expense increased approximately $0.1
million, or 14.3%, to $0.8 million for the three months ended June 30,
2008, from $0.7 million for the same period in 2007. As a percentage of the
total Construction segment revenue, SG&A expense decreased by 2.1% to 2.1%
from 4.2% for the respective periods.
Our Construction segment's SG&A expense increased approximately $0.2
million, or 15.4%, to $1.5 million for the six months ended June 30, 2008,
from $1.3 million for the same period in 2007. As a percentage of the total
Construction segment revenue, SG&A expense decreased by 2.1% to 2.3% from
4.4% for the respective periods.
Operating Income:
Our Construction segment's operating income increased $1.2 million, or
60.0%, to $3.2 million for the three months ended June 30, 2008, from $2.0
million for the comparable prior-year period. As a percentage of the total
Construction segment revenue, operating income decreased by 3.3% to 9.1%
for the three months ended June 30, 2008, from 12.4% for the comparable
prior-year period.
Our Construction segment's operating income increased $1.2 million, or
35.3%, to $4.6 million for the six months ended June 30, 2008, from $3.4
million for the comparable prior-year period. As a percentage of the total
Construction segment revenue, operating income decreased by 4.2% to 7.3%
for the six months ended June 30, 2008, from 11.5% for the comparable
prior-year period.
25
Management's Discussion and Analysis (continued)
------------------------------------------------
Automation Segment Results
--------------------------
Three Months Ended Six Months Ended
June 30 June 30
---------------------------------------------- -------------------------------------------
2008 2007 2008 2007
--------------------- ------------------------ ---------------------- --------------------
(Dollars in Thousands)
-------------------------------------------------------------------------------------------
Revenue before eliminations $ 11,411 $ 9,942 $ 21,968 $ 19,765
Inter-segment eliminations (375) (424) (530) (709)
---------- ------------ ---------- ----------
Total revenue $ 11,036 $ 9,518 $ 21,438 $ 19,056
========== ============ ========== ==========
Detailed revenue:
Fabrication 6,938 62.9% 5,638 59.2% 13,621 63.5% 11,148 58.5%
Non-Fabrication 4,098 37.1% 3,880 40.8% 7,817 36.5% 7,908 41.5%
---------- ------------ ---------- ----------
Total revenue: $ 11,036 100.0% $ 9,518 100.0% $ 21,438 100.0% $ 19,056 100.0%
Gross profit: $ 1,362 12.3% $ 1,112 11.7% $ 2,406 11.2% $ 1,893 9.9%
Operating SG&A expense: $ 749 6.8% $ 773 8.1% 1,381 6.4% 1,618 8.5%
---------- ------------ ---------- ----------
Operating income: $ 613 5.5% $ 339 3.6% $ 1,025 4.8% $ 275 1.4%
========== ============ ========== ==========
Overview of Automation Segment:
Revenue:
Our Automation segment's revenue increased approximately $1.5 million, or
15.8%, to $11.0 million for the three months ended June 30, 2008, from $9.5
million for the comparable prior-year period.
Our Automation segment's revenue increased approximately $2.3 million, or
12.0%, to $21.4 million for the six months ended June 30, 2008, from $19.1
million for the comparable prior-year period.
The Automation segment is aggressively pursuing new business going into the
third quarter. The plant expansions along the upper Texas Gulf Coast may
provide a number of opportunities for remote instrument enclosures ("RIEs")
and analytical systems, which this segment is poised to provide. The
Automation segment experienced a significant increase in its
engineering-services proposal activity during this period. The segment
continues to evaluate potential acquisitions with the goal of complimenting
its current portfolio.
Gross profit:
The Automation segment's gross profit increased approximately $0.3 million,
or 27.3%, to $1.4 million for the three months ended June 30, 2008, from
$1.1 million for the comparable prior-year period. As a percentage of the
total Automation segment revenue, gross profit increased by 0.6% to 12.3%,
from 11.7% for the three months ended June 30, 2008 and 2007, respectively.
The Automation segment's gross profit increased approximately $0.5 million,
or 26.3%, to $2.4 million for the six months ended June 30, 2008, from $1.9
million for the comparable prior-year period. As a percentage of the total
Automation segment revenue, gross profit increased by 1.3% to 11.2%, from
9.9% for the six months ended June 30, 2008 and 2007, respectively. Margins
on fixed-price projects increased significantly in 2008 compared to the
same period in 2007. Project review processes put in place in 2007 are
beginning to yield bottom line results.
Selling, General, and Administrative:
Our Automation segment's SG&A expense remained relatively flat for the
three months ended June 30, 2008, from $0.8 million for the same period in
2007. As a percentage of the total Automation segment revenue, SG&A expense
decreased by 1.3% to 6.8%, from 8.1% for the three months ended June 30,
2008 and 2007, respectively.
26
Management's Discussion and Analysis (continued)
------------------------------------------------
Our Automation segment's SG&A expense decreased approximately $0.2 million,
or 12.5%, to $1.4 million for the six months ended June 30, 2008, from $1.6
million for the same period in 2007. As a percentage of the total
Automation segment revenue, SG&A expense decreased by 2.1% to 6.4%, from
8.5% for the six months ended June 30, 2008 and 2007, respectively.
Operating Income:
The Automation segment recorded an operating income of $0.6 million for the
three months ended June 30, 2008, compared to operating income of $0.3
million for the three months ended June 30, 2007. As a percentage of the
total Automation segment revenue, operating income increased by 1.9% to
5.5% for the three months ended June 30, 2008, from 3.6% for the comparable
prior-year period. Improved control of direct costs and overhead
contributed to the increased operating income of the Automation segment
during the three months ended June 30, 2008.
The Automation segment recorded an operating income of $1.0 million for the
six months ended June 30, 2008, compared to operating income of $0.3
million for the six months ended June 30, 2007. As a percentage of the
total Automation segment revenue, operating income increased by 3.4% to
4.8% for the six months ended June 30, 2008, from 1.4% for the comparable
prior-year period. Improved control of direct costs and overhead
contributed to the increased operating income of the Automation segment
during the six months ended June 30, 2008.
27
Management's Discussion and Analysis (continued)
------------------------------------------------
Land Segment Results
--------------------
Three Months Ended Six Months Ended
June 30 June 30
------------------------------------------------ -----------------------------------------
2008 2007 2008 2007
----------------------- ------------------------ ---------------------- ------------------
(Dollars in Thousands)
------------------------------------------------------------------------------------------
Revenue before eliminations $ 11,842 $ 7,104 $ 20,677 $ 13,991
Inter-segment eliminations - - - -
---------- ------------ ---------- ----------
Total revenue $ 11,842 100.0% $ 7,104 100.0% $ 20,677 100.0% $ 13,991 100.0%
========== ============ ========== ==========
Gross profit: $ 2,172 18.3% $ 877 12.4% $ 3,564 17.2% $ 2,127 15.2%
Operating SG&A expense: $ 881 7.4% $ 574 8.1% 1,558 7.5% 1,156 8.3%
---------- ------------ ---------- ----------
Operating income: $ 1,291 10.9% $ 303 4.3% $ 2,006 9.7% $ 971 6.9%
========== ============ ========== ==========
Overview of Land Segment:
Revenue:
The Land segment's revenue increased approximately $4.7 million, or 66.2%,
to $11.8 million for the three months ended June 30, 2008, from $7.1
million for the comparable prior-year period.
The Land segment's revenue increased approximately $6.7 million, or 47.9%,
to $20.7 million for the six months ended June 30, 2008, from $14.0 million
for the comparable prior-year period.
The Land segment was formed out of our acquisition of WRC Corporation in
May 2006, which was renamed ENGlobal Land, Inc. in January 2008. The Land
segment provides services to a cross-section of clients in the energy
markets. With energy a concern across the country, the Land segment is
working on its teamwork and efficiencies in order to address its clients'
needs. Energy concerns are expected to increase as the country attempts to
shift its dependence on foreign energy to reliance on domestic sources.
Gross profit:
The Land segment's gross profit increased approximately $1.3 million, or
144.4%, to $2.2 million for the three months ended June 30, 2008, from $0.9
million for the comparable prior-year period. As a percentage of the total
Land segment revenue, gross profit increased by 5.9% to 18.3%, from 12.4%
for the three months ended June 30, 2008 and 2007, respectively. As we
focused on growing this segment's business, we increased the number of its
personnel. As a result, our gross profit margins decreased because we were
not able to immediately pass through to clients the resulting increased
costs of labor and expenses. We renegotiated billing rates on existing
contracts to accommodate these increased costs and implemented these
changes in the acceptance of new work. As the gross profit percentage has
increased by 5.9% for the three months ended June 30, 2008, the success of
these modifications and our growth is becoming apparent.
The Land segment's gross profit increased approximately $1.5 million, or
71.4%, to $3.6 million for the six months ended June 30, 2008, from $2.1
million for the comparable prior-year period. As a percentage of the total
Land segment revenue, gross profit increased by 2.0% to 17.2%, from 15.2%
for the six months ended June 30, 2008 and 2007, respectively.
Selling, General, and Administrative:
The Land segment's SG&A expense increased approximately $0.3 million, or
50.0%, to $0.9 million for the three months ended June 30, 2008, from $0.6
million for the same period in 2007. As a percentage of the total Land
segment revenue, SG&A expense decreased by 0.7% to 7.4%, from 8.1% for the
three months ended June 30, 2008 and 2007, respectively. Increases in SG&A
costs for the three months ended June 30, 2008, were related to $131,000 in
higher salaries and associated expenses primarily associated with our
growth, and an increase in bad debt expense of $138,000.
28
Management's Discussion and Analysis (continued)
------------------------------------------------
The Land segment's SG&A expense increased approximately $0.4 million, or
33.3%, to $1.6 million for the six months ended June 30, 2008, from $1.2
million for the same period in 2007. As a percentage of the total Land
segment revenue, SG&A expense decreased by 0.8% to 7.5%, from 8.3% for the
six months ended June 30, 2008 and 2007, respectively. Most of the
increases in SG&A costs for the six months ended June 30, 2008, were
related to $132,000 in higher salaries and associated expenses primarily
associated with our growth, and an increase in bad debt expense of
$163,000.
Operating Income:
The Land segment recorded an operating income of $1.3 million for the three
months ended June 30, 2008, compared to an operating income of $0.3 million
for the three months ended June 30, 2007. As a percentage of the total Land
segment revenue, operating income increased 6.6% to 10.9% for the three
months ended June 30, 2008, from 4.3% for the same period in 2007.
The Land segment recorded an operating income of $2.0 million for the three
months ended June 30, 2008, compared to an operating income of $1.0 million
for the three months ended June 30, 2007. As a percentage of the total Land
segment revenue, operating income decreased 2.8% to 9.7% for the three
months ended June 30, 2008, from 6.9% for the same period in 2007.
29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our financial instruments include cash and cash equivalents, accounts
receivable, accounts payable, notes and capital leases payable, and debt
obligations. The book value of cash and cash equivalents, accounts
receivable, accounts payable and short-term notes payable are considered to
be representative of fair value because of the short maturity of these
instruments.
We do not utilize financial instruments for trading purposes and we do not
hold any derivative financial instruments that could expose us to
significant market risk. In the normal course of business, our results of
operations are exposed to risks associated with fluctuations in interest
rates and currency exchange rates.
Our exposure to market risk for changes in interest rates relates primarily
to our obligations under the Comerica Credit Facility. As of June 30, 2008,
$25.5 million had been borrowed under the Credit Facility, accruing
interest at 4.75% per year, excluding amortization of prepaid financing
costs. A 10% increase in the short-term borrowing rates on the Credit
Facility outstanding as of June 30, 2008 would be 47.5 basis points. Such
an increase in interest rates would increase our annual interest expense by
approximately $121,000, assuming the amount of debt outstanding remains
constant.
In general, our exposure to fluctuating exchange rates relates to the
effects of translating the financial statements of our Canadian subsidiary
from the Canadian dollar to the U.S. dollar. We follow the provisions of
SFAS No. 52 - "Foreign Currency Translation" in preparing our condensed
consolidated financial statements. Currently, we do not engage in foreign
currency hedging activities.
ITEM 4. CONTROLS AND PROCEDURES
a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures of a
registrant designed to ensure that information required to be disclosed by
the registrant in the reports that it files or submits under the Exchange
Act is properly recorded, processed, summarized, and reported, within the
time periods specified in the Securities and Exchange Commission's ("SEC")
rules and forms. Disclosure controls and procedures include processes to
accumulate and evaluate relevant information and communicate such
information to a registrant's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow for timely
decisions regarding required disclosures.
We evaluated the effectiveness of the design and operation of our
disclosure controls and procedures as of June 30, 2008, as required by Rule
13a-15 of the Exchange Act. As described below, material weaknesses were
identified in our internal control over financial reporting as of June 30,
2008. Based on the evaluation described above, our Chief Executive Officer
and Chief Financial Officer have concluded that, as of June 30, 2008, our
disclosure controls and procedures were not effective to ensure that
information required to be disclosed by us in the reports we file or submit
under the Exchange Act is recorded, processed, summarized, and reported,
within the time periods specified in the SEC's rules and forms.
Changes in Internal Control over Financial Reporting
In our Form 10-K for the year ended December 31, 2007, we disclosed certain
material weaknesses in internal control over financial reporting, which are
identified below. Neither material weakness has been remediated as of June
30, 2008.
30
Deficiencies in the Company's Control Environment and Accounting System
Controls.
We did not effectively and accurately close the general ledger in a timely
manner and we did not provide complete and accurate disclosure in our notes
to financial statements, as required by generally accepted accounting
principles. Specifically, the Company lacks sufficient knowledge and
expertise in financial reporting to adequately handle complex or
non-routine accounting issues, resulting in the following:
- failure in a timely manner to properly evaluate goodwill for
potential impairment in accordance with SFAS 142, "Goodwill and
Other Intangible Assets";
- difficulty in obtaining timely resolution of SEC comments related
to the above item, causing a delay in the Company's period-end
closing process for its 2007 Form 10-K; and
- failure to effectively utilize third-party specialists in a
timely manner to assist with complex or non-routine accounting
issues.
As noted above, no change in our internal control over financial reporting
occurred during the six months ended June 30, 2008, that has materially
affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
Remediation Initiatives
Management, with oversight from the Audit Committee of the Board of
Directors, has been addressing the material weaknesses discussed above.
While progress has been made, these remedial steps have not been completed;
however, the Company has performed additional analysis and procedures in
order to ensure that the condensed consolidated financial statements
contained in this Quarterly Report on Form 10-Q were prepared in accordance
with generally accepted accounting principles in the United States.
Although the Company's remediation efforts are underway, control weaknesses
will not be considered remediated until new internal controls over
financial reporting are implemented and operational for a sufficient period
of time to allow for effective testing and are tested, and management and
its independent registered certified public accounting firm conclude that
these controls are operating effectively. Management, along with its
outside consultants, and the Audit Committee of the Company's Board of
Directors are working to determine the most effective way to implement the
remedial measures listed below, and, if necessary, to develop additional
remedial measures to address the internal control deficiencies identified
above. The Company is monitoring the effectiveness of planned actions and
will make any other changes and take such other actions as management or
the Audit Committee determines to be appropriate. The Company's remediation
efforts include:
o engagement of various third-party consultants to assist us with
specific technical accounting issues;
o engagement of third-party consultants to provide valuation
services in accordance with SFAS 142;
o implementation of quarterly and annual disclosure checklists,
which are utilized in connection with the completion of our
quarterly financial statements;
o provision of additional training to accounting staff on SFAS 142,
SEC reporting principles, and GAAP; and
o implementation of periodic accounting management meetings where
our accounting processes and procedures are communicated and
reinforced.
The Company has been holding quarterly meetings of the accounting staff to
facilitate quarterly closing procedures and review of quarterly checklists.
Certain training needs have been addressed as a result. The Company has
engaged Sirius Solutions to review specific non-recurring technical
accounting issues and to review SEC disclosure checklists to improve
compliance.
31
PART II. - OTHER INFORMATION
----------------------------
ITEM 1. LEGAL PROCEEDINGS
As discussed in Note 9 above, in the first quarter of 2007 ENGlobal
Engineering, Inc. and South Louisiana Ethanol, LLC ("SLE") executed an
agreement for EPC services relating to the retro-fit of an ethanol plan in
southern Louisiana. The history of the SLE Project is described in Note 12
to the Company's financial statements included in its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2007 (the "Third Quarter
10-Q") and is discussed further in the Company's Annual Report on Form 10-K
for the year ended December 31, 2007. Due to the continued failure of SLE
to obtain permanent financing, on May 30, 2008, the Company filed suit in
the United States District Court for the Eastern District of Louisiana,
Cause Number 08-3601. The Company is seeking damages of $15.8 million.
From time to time, the Company and its subsidiaries become parties to
various legal proceedings arising in the ordinary course of normal business
activities. While we cannot predict the outcome of these proceedings, in
our opinion and based on reports of counsel, any liability arising from
such matters, individually or in the aggregate, is not expected to have a
material effect upon the consolidated financial position or operations of
the Company.
ITEM 1A. RISK FACTORS
If we are unable to collect our receivables, our results of operations and
cash flows could be adversely affected.
--------------------------------------------------------------------------
Our business depends on our ability to successfully obtain payment from our
clients of the amounts they owe us for work performed and materials
supplied. We bear the risk that our clients will pay us late or not at all.
Though we evaluate and attempt to monitor our clients' financial condition,
there is no guarantee that we will accurately assess their
creditworthiness. Financial difficulties or business failure experienced by
one or more of our major customers could have a material adverse affect on
both our ability to collect receivables and our results of operations.
As discussed further in Note 9 above, due to the continued failure of South
Louisiana Ethanol, LLC ("SLE") to obtain permanent financing, the Company
has filed suit against SLE seeking damages of $15.8 million. While the
Company believes that in the event that the collateral is liquidated, SLE's
obligations to the Company would be paid in full pursuant to the Collateral
Mortgage in favor of the Company, collectability is not assured at this
time.
As discussed further in Note 10 above, we have potential exposure to
SemCrude, L.P. ("SemCrude"), an affiliate of SemGroup, L.P. ("SemGroup),
related to services provided by our Engineering and Construction segments
in connection with construction of the White Cliffs Pipeline. While
SemCrude's account was materially current as of August 7, 2008, the Company
is pursuing various legal remedies in connection with the SemGroup
situation, and we are currently unable to quantify what amount of
SemCrude's balance, if any, may be uncollectible.
In addition to the other information set forth in this report, 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, 2007,
which could materially affect our business, financial condition or future
results. The risks described in our Annual Report on Form 10-K 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.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 19, 2008, the Company held its Annual Meeting of Stockholders. As
of the April 21, 2008 record date, 27,063,541 shares of Common Stock were
entitled to vote at the meeting. Represented at the meeting in person or by
proxy were 23,980,538 shares, or 88.6% of the total shares of Common Stock
entitled to vote at the meeting.
The purpose of the meeting was the re-election of four directors to a
one-year term. All of management's nominees as listed in the Company's
proxy statement were elected. The following table sets forth the results of
the election:
Shares Voted FOR Shares WITHHELD
---------------- ---------------
William A. Coskey, P.E. 23,488,022 492,516
David W. Gent, P.E. 23,358,326 622,212
Randall B. Hale 23,359,599 620,939
David C. Roussel 23,444,659 535,879
ITEM 5. OTHER INFORMATION
Indemnification Agreements
--------------------------
In June 2008, ENGlobal's Board of Directors authorized the Company's entry
into indemnification agreements with the following Company directors and
executive officers: William A. Coskey, P.E. (Chairman of the Board and
Chief Executive Officer), Robert W. Raiford (Chief Financial Officer and
Treasurer), Michael M. Patton, P.E. (Senior Vice President, Business
Development), R. David Kelley (Senior Vice President, Corporate Services),
Randall B. Hale (Director), David W. Gent (Director), and David C. Roussel
(Director).
Under each indemnification agreement, the Company agrees to indemnify the
officer or director signing the agreement against expenses (including
reasonable attorneys' fees) and other types of losses incurred by reason of
his serving the Company, or other enterprise at the Company's request, as
an officer, director, employee, or agent, subject to certain limitations.
The Company also agrees to advance his expenses, and each officer and
director undertakes to repay the advances should a court ultimately
determine that indemnification was not authorized.
The above description does not purport to be complete and is qualified in
its entirety by reference to the full text of the form of indemnification
agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form
10-Q and incorporated into this Item 5 by reference.
Restricted Stock Unit Awards
----------------------------
In June 2008, the Company granted compensation to each of its three
non-employee directors via restricted stock awards. It was the Company's
intention that such awards be issued pursuant to the Plan. It was later
determined that the grants had been made after the Plan's expiration.
Therefore, the grants of restricted stock were rescinded. On August 8,
2008, the Company replaced the grants of restricted stock with grants of
non-Plan restricted stock units equivalent to 6,420 shares of common stock.
The award of restricted stock units is intended to compensate and retain
the directors over the term of the award. The fair value of the award was
$93,411 per director based on the market price of $14.55 per share of the
Company's stock on the date the award was granted. Upon vesting, the units
will be convertible into cash or, if shareholder approval is obtained,
common stock. The units will vest in equal quarterly installments beginning
on September 30, 2008, so long as the grantee continues to serve as an
independent director of the Company. Recognition of compensation related to
the restricted stock awards will commence in the third quarter of 2008. The
form of Restricted Stock Unit Award Agreement granted to the non-employee
directors is included as Exhibit 10.2 to this Quarterly Report on Form 10-Q
and incorporated into this Item 5 by reference.
33
ITEM 6. EXHIBITS
10.1 Form of Indemnification Agreement between ENGlobal Corporation
and its Directors and Executive Officers
10.2 Form of Restricted Stock Unit Award Agreement between ENGlobal
Corporation and its Independent Non-employee Directors
31.1 Certifications Pursuant to Rule 13a - 14(a) of the Securities
Exchange Act of 1934 for the Second Quarter 2008
31.2 Certifications Pursuant to Rule 13a - 14(a) of the Securities
Exchange Act of 1934 for the Second Quarter 2008
32.0 Certification Pursuant to Rule 13a - 14(b) of the Securities
Exchange Act of 1934 and 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the
Second Quarter 2008
34
SIGNATURE
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, thereunto duly authorized.
ENGlobal Corporation
Dated: August 11, 2008
By: /s/ Robert W. Raiford
------------------------------
Robert W. Raiford
Chief Financial Officer and Treasurer
35