SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 30, 2004
ENGLOBAL CORPORATION
--------------------
(Exact name of registrant as specified in its chapter)
Nevada 001-14217 88-0322261
------ --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 Century Plaza Drive, Suite 140, Houston, Texas 77073-6033
-------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 281-821-3200
----------------------------------------------------------
(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Number Exhibit
------ -------
99.1 Press Release, dated March 30, 2004, of ENGlobal Corporation
Item 9. Regulation FD Disclosure
On March 30, 2004, ENGlobal Corporation issued a press release, a copy of which
is set forth below. In accordance with General Instructions B.2. Form 8-K, the
following information shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.
ENGLOBAL CORPORATION ANNOUNCES YEAR-END RESULTS
HOUSTON, March 30, 2004 - ENGlobal Corporation (AMEX: ENG), a leading provider
of engineering services, today reported net income of $2.2 million, or 9 cents
per share, for the fiscal year ended December 31, 2003 compared to net income of
$1.8 million, or 7 cents per share, for the prior year. Comparatively, results
for the fourth quarter 2003 were also favorable, increasing to 3 cents per share
from 2 cents per share for the fourth quarter 2002.
During 2003, the Company increased its total revenue by $34.6 million or 38.8%
from revenues of $89.1 million in 2002 to $123.7 million in 2003. This revenue
growth is primarily attributable to the engineering segment, which was awarded
engineering, procurement, and construction ("EPC") phases of two major projects.
However, procurement activities, which typically carry a much lower mark-up than
labor revenue, were a significant factor in this growth. Procurement-based
revenues were $34.5 million, $5.2 million, and $0.6 million in 2003, 2002, and
2001, respectively. Engineering labor-based revenues for the same years were
$73.9 million, $69.8 million, and $13.6 million. Revenues generated from
procurement activities are currently anticipated to be lower in 2004 than 2003
due to the conclusion of a large project in the first quarter of this year.
Gross profit for the Company increased by $2.6 million or 17.8% from $14.4
million in 2002 to $17 million in 2003. Selling, general and administrative
expenses increased by $1.8 million or 17% from $10.6 million in 2002 to $12.4
million in 2003 primarily due to expenses incurred in connection with the
creation of a centralized business development department. Operating profit
increased by $0.8 million or 20.1% from $3.8 million in 2002 to $4.5 million in
2003.
The Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2003 will be filed with the Securities and Exchange Commission on March 30, 2004
reflecting these results.
The Company also reported that, after further due diligence, it has discontinued
negotiations relating to a previously announced transaction with Spectrum Design
Services, Inc. During 2004, the Company expects to continue to pursue
acquisitions that complement its strategic plan.
FINANCIAL HIGHLIGHTS
--------------------
(in thousands, except per share data)
Years Ended December 31
-----------------------
2003 2002
-------- --------
Revenue $123,719 $ 89,122
Cash Flow from Operating Activities, net 6,557 1,302
Working Capital $ 6,505 $ 8,416
Property and Equipment, net 4,302 4,779
Total Assets 42,530 40,068
Long-term Debt 8,129 13,323
Capital Leases 20 24
Stockholders' Equity $ 18,175 $ 13,389
-------- --------
Basic and diluted earnings per share:
-------------------------------------
Net income per share (basic and diluted) .09 .07
-------- --------
Weighted average number of shares
outstanding (basic) 23,301 22,861
======== ========
Weighted average number of shares
outstanding (diluted) 23,734 23,013
======== ========
About ENGlobal Corporation
--------------------------
ENGlobal Corporation provides engineering services and systems principally to
the petroleum refining, petrochemical, pipeline, production, and process
industries throughout the United States and internationally. ENGlobal's
multi-disciplinary engineering services group develops projects from the initial
planning stage through detailed design, procurement, and construction
management. The systems group develops, manufactures, installs, and services
control and instrumentation systems utilized in various energy and
process-related industries, and provides services and products that support the
advanced automation and environmental technology fields. The Company, with its
subsidiaries, now employs over 1,000 employees and occupies over 250,000 square
feet of office and manufacturing space. Further information about the Company
and its subsidiaries is available at www.ENGlobal.com.
Safe Harbor for Forward-Looking Statements
------------------------------------------
Certain matters discussed in this press release may constitute forward-looking
statements within the meaning of the federal securities laws and are subject to
risks and uncertainties including, but not limited to, the Company's ability to
achieve its business strategy while effectively managing costs and expenses.
Actual results and the timing of certain events could differ materially from
those projected in or contemplated by the forward-looking statements due to a
number of factors detailed from time to time in ENGlobal's filings with the
Securities and Exchange Commission. Reference is hereby made to cautionary
statements set forth in the Company's Form 10-K for the year ended December 31,
2003, Form 10-Q's for the quarters ended March 31, 2003, June 30, 2003 and
September 30, 2003, current Forms 8-K, and other SEC filings. Moreover, the
discussion in this press release of the Company's proposed acquisitions is
subject to risks which include the fact that such acquisitions may not close,
may close on less favorable terms than desired, or may close but not be
successfully and profitably integrated by the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENGlobal Corporation
Date: March 31, 2004 /s/ Natalie S. Hairston
-------------------- -----------------------
Natalie S. Hairston, Investor Relations
Officer, Chief Governance Officer and
Corporate Secretary