SEC Form 10-Q filed by ENGlobal Corporation

11/12/24 4:05:53 PM ET

$ENG

Military/Government/Technical

Consumer Discretionary

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eng_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2024

☐	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

(State or other jurisdiction of

incorporation or organization)

88-0322261

(I.R.S. Employer Identification No.)

11740 Katy Fwy – Energy Tower III, 11th floor

Houston, TX

77079

(Address of principal executive offices)

(Zip code)

(281) 878-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		ENG		NASDAQ

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of November 12, 2024, the registrant had outstanding 5,156,583 shares of common stock, par value $0.001 per share.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 28, 2024

TABLE OF CONTENTS

		Page Number

Part I.	Financial Information	3

Item 1.	Financial Statements	3

	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 28, 2024 and September 30, 2023	3

	Unaudited Condensed Consolidated Balance Sheets at September 28, 2024 and December 30, 2023	4

	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 28, 2024 and September 30, 2023	5

	Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 28, 2024 and September 30, 2023	6

	Notes to Unaudited Interim Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

Part II.	Other Information	28

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	31

	Signatures	32

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENGlobal Corporation

Condensed Consolidated Statements of Operations

(Unaudited)

(amounts in thousands, except per share data)

	For the Three Months Ended						For the Nine Months Ended
	September 28, 2024			September 30, 2023			September 28, 2024			September 30, 2023
Operating revenues	$	5,682		$	9,450		$	18,350		$	32,381
Operating costs		5,207			7,613			16,660			32,748
Gross profit (loss)		475			1,837			1,690			(367	)

Selling, general and administrative expenses		894			2,512			4,791			10,850
Operating loss		(419	)		(675	)		(3,101	)		(11,217	)

Other income (expense):
Other income, net		3			3			231			52
Interest expense, net		(62	)		(27	)		(166	)		(158	)
Loss from continuing operations before income taxes		(478	)		(699	)		(3,036	)		(11,323	)

Provision (benefit) for federal and state income taxes		22			22			66			66

Net loss		(500	)		(721	)		(3,102	)		(11,389	)

Basic and diluted loss per common share:	$	(0.10	)	$	(0.14	)	$	(0.60	)	$	(2.30	)

Basic and diluted weighted average shares used in computing loss per share:		5,157			5,104			5,157			4,949

See accompanying notes to unaudited interim condensed consolidated financial statements.

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ENGlobal Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

(amounts in thousands, except share and per share amounts)

	September 28, 2024			December 30, 2023
ASSETS
Current Assets:
Cash	$	1,231		$	615
Trade receivables, net of allowances of $3,227 and $4,336		3,807			6,432
Prepaid expenses and other current assets		108			992
Payroll taxes receivable		102			102
Contract assets		4,376			3,296
Total Current Assets		9,624			11,437
Property and equipment, net		714			1,360
Goodwill		720			720
Other assets
Right-of-use asset		2,006			5,079
Deposits and other assets		166			191
Total Other Assets		2,172			5,270
Total Assets	$	13,230		$	18,787

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Accounts payable	$	7,614		$	7,005
Accrued compensation and benefits		1,283			1,445
Current portion of operating leases		955			1,726
Current portion of finance leases		131			263
Contract liabilities		1,064			1,195
Other current liabilities		941			977
Legal contingency		1,464			—
Short-term debt		2,304			1,047
Total Current Liabilities		15,756			13,658

Long-term debt		—			—
Long-term unearned revenue		338			375
Long-term operating leases		1,333			5,761
Long-term finance leases		238			548
Total Liabilities		17,665			20,342
Commitments and Contingencies (Note 8)
Stockholders’ Equity:
Common stock - $0.001 par value; 75,000,000 shares authorized; 5,156,583 shares issued and outstanding at September 28, 2024 and December 30, 2023		5			5
Additional paid-in capital		61,576			61,354
Accumulated deficit		(66,016	)		(62,914	)
Total Stockholders’ Deficit		(4,435	)		(1,555	)
Total Liabilities and Stockholders’ Deficit	$	13,230		$	18,787

See accompanying notes to unaudited interim condensed consolidated financial statements.

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ENGlobal Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(amounts in thousands)

	For the Nine Months Ended
	September 28, 2024			September 30, 2023
Cash Flows from Operating Activities:
Net loss	$	(3,102	)	$	(11,389	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		467			450
Share-based compensation expense		222			202
Loss (gain) on disposal of fixed assets		(29	)		287
Impairment of ROU asset		(878	)		197
Reclassification of ROU liabilities, net		(1,413	)		—
Changes in current assets and liabilities:
Trade accounts receivable		2,625			140
Contract assets		(1,080	)		218
Other current assets		909			2,803
Accounts payable		609			2,632
Accrued compensation and benefits		(162	)		614
Contract liabilities		(131	)		910
Income taxes payable		51			10
Other current liabilities, net		1,340			(904	)
Net cash used in operating activities	$	(572	)	$	(3,830	)

Cash Flows from Investing Activities:
Property and equipment acquired		—			(277	)
Proceeds from sale of property and equipment		372			—
Net cash provided by (used in) investing activities	$	372		$	(277	)

Cash Flows from Financing Activities:
Common stock and warrants issued, net		—			2,962
Payments on finance leases		(168	)		(188	)
Payoff of finance leases		(272	)		—
Proceeds from Amended Credit Agreement		1,256			1,018
Payments on revolving credit facility, net		—			(1,661	)
Net cash provided by financing activities	$	816		$	2,131
Net change in cash		616			(1,976	)
Cash at beginning of period		615			3,464
Cash at end of period	$	1,231		$	1,488

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	166		$	158
Fair value of warrants at issuance date	$	—		$	2,782
Right of use assets obtained in exchange for new financing lease liability	$	—		$	289
Right of use assets obtained in exchange for new operating lease liability	$	—		$	524
Cash paid during the period for income taxes (net of refunds)	$	8		$	55

See accompanying notes to unaudited interim condensed consolidated financial statements.

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ENGlobal Corporation

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

(amounts in thousands)

	For the Three Months Ended
	September 28, 2024			September 30, 2023
Common Stock
Balance at beginning of period	$	5		$	4
Common stock issued		—			—
Balance at the end of the period		5			4
Additional Paid-in Capital
Balance at beginning of period		61,562			61,138
Share-based compensation		14			113
Balance at end of period		61,576			61,251

Accumulated Deficit
Balance at beginning of period		(65,516	)		(58,429	)
Net loss		(500	)		(721	)
Balance at end of period		(66,016	)		(59,150	)

Total Stockholders’ Equity (Deficit)	$	(4,435	)	$	2,105

	For the Nine Months Ended
	September 28, 2024			September 30, 2023
Common Stock
Balance at beginning of period	$	5		$	4
Common stock issued		—			—
Balance at the end of the period		5			4
Additional Paid-in Capital
Balance at beginning of period		61,354			58,087
Proceeds from common stock issued, net		—			180
Fair value of warrants at issuance date		—			2,782
Share-based compensation		222			202
Balance at end of period		61,576			61,251

Accumulated Deficit
Balance at beginning of period		(62,914	)		(47,761	)
Net loss		(3,102	)		(11,389	)
Balance at end of period		(66,016	)		(59,150	)

Total Stockholders’ Equity (Deficit)	$	(4,435	)	$	2,105

See accompanying notes to unaudited interim condensed consolidated financial statements.

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ENGLOBAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of ENGlobal Corporation (which may be referred to as “ENGlobal,” the “Company,” “we,” “us,” or “our”) were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these condensed financial statements do not include all of the information or note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP. These condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 30, 2023, included in the Company’s 2023 Annual Report on Form 10-K filed with the SEC.

The condensed financial statements included herein are unaudited for the three- and nine-month periods ended September 28, 2024 and September 30, 2023, and in the case of the condensed balance sheet as of December 30, 2023 have been derived from the audited financial statements of the Company. 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.

The Company has assessed subsequent events through the date of filing of these condensed financial statements with the SEC and believes that the disclosures made herein are adequate to make the information presented herein not misleading.

We had no items of other comprehensive income in any period presented; therefore, no other components of comprehensive income are presented.

For our fiscal year 2024, all four quarters will be comprised of 13 weeks each.

Reverse Stock Split – We effected a one-for-eight reverse split of our common stock on November 30, 2023. There was no net effect on total stockholders’ equity, and the par value per share of our common stock remained at $0.001 per share after the reverse stock split. All references made to share or per share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse stock split.

NOTE 2 – ACCOUNTING STANDARDS

The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) as of January 1, 2023. We adopted the standard using a modified retrospective approach which did not have a material impact on our financial position, results of operations, or cash flows.

Revenue Recognition – Our revenue is comprised of engineering, procurement and construction management services and sales of fabricated systems and integrated control systems that we design and assemble. Our services are provided under time-and-material and fixed-price contracts. Some time-and-material contracts may have limits. Revenue is not recognized over these limits until authorization by the client has been received.

A majority of sales of fabrication and assembled systems are under fixed-price contracts. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

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We generally recognize revenue over time as we perform because of continuous transfer of control to the customer. Our customer typically controls the work in process as evidenced either by contractual termination clauses or by our rights to payment for work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to the Company. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or service to be provided, which measures the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. We generally use the cost-to-cost method on the labor portion of a project for revenue recognition to measure progress of our contracts because it best depicts the transfer of control to the customer which occurs as we consume the materials on the contracts. Therefore, revenues and estimated profits are recorded proportionally as labor costs are incurred.

Under the typical payment terms of our fixed-price contracts, the customer pays us progress payments. These progress payments are based on quantifiable measures of performance or on the achievement of specified events or milestones. The customer may retain a small portion of the contract price until completion of the contract. Revenue recognized in excess of billings is recorded as a contract asset on the balance sheet. Amounts billed and due from our customers are classified as receivables on the balance sheet. The portion of the payments retained by the customer until final contract settlement is not considered a significant financing component because the intent is to protect the customer should we fail to adequately complete some or all of our obligations under the contract. For some contracts we may receive advance payments from the customer. We record a liability for these advance payments in contract liabilities on the balance sheet. The advance payment typically is not considered a significant financing component because it is used to meet working capital demand that can be higher in the early stages of a contract and to protect us from the other party failing to adequately complete some or all of its obligations under the contract.

To determine proper revenue recognition for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single performance obligation or whether a single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate a single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. For most of our contracts, we provide a significant service of integrating a complex set of tasks and components into a single project. Hence, the entire contract is accounted for as one performance obligation. Less commonly, we may provide distinct goods or services within a contract in which case we separate the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling price of the promised goods or services underlying each performance obligation and use the expected cost plus margin approach to estimate the standalone selling price of each performance obligation. Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex, subject to variables and requires significant judgment. We estimate variable consideration at the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us.

Contracts are often modified to account for changes in contract specifications and requirements. We consider contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of our contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase or a reduction of revenue) on a cumulative catch-up basis.

We have a standard, monthly process in which management reviews the progress and execution of our performance obligations. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenues and costs. The risks and opportunities include management’s judgment about the ability and cost to achieve the schedule, technical requirements, and other contractual requirements. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation, execution by our subcontractors, the availability and timing of funding from our customer and overhead cost rates, among other variables.

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Based on this analysis, any adjustments to revenue, operating costs and the related impact to operating income are recognized as necessary in the period they become known. These adjustments may result from positive performance and may result in an increase in operating income during the performance of individual performance obligations if we determine we will be successful in mitigating risks surrounding the technical, schedule and cost aspects of those performance obligations or realizing related opportunities. When estimates of total costs to be incurred exceed total estimates to be earned, a provision for the entire loss on the performance obligation is recognized in the period the loss becomes known. Likewise, these adjustments may result in a decrease in operating income if we determine we will not be successful in mitigating these risks or realizing related opportunities. Changes in estimates of net revenue, operating costs and the related impact to operating income are recognized monthly on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a performance obligation’s percentage of completion. A significant change in one or more of these estimates could affect the profitability of one or more of our performance obligations.

Related Parties – The Company entered into the Credit Agreement (as defined below) and the Amended Credit Agreement (as defined below) with Alliance 2000, Ltd., a Texas limited partnership (“Alliance”), the family limited partnership of the Company’s Chairman and Chief Executive Officer, William A. Coskey, P.E. We apply provisions of subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. The disclosures include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Property and Equipment –Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Depreciation expense for the nine months ended September 28, 2024 was $305 thousand, compared to $404 thousand for the nine months ended September 30, 2023. For the nine months ended September 28, 2024, the Company recognized a net gain of $29 thousand and proceeds of $372 thousand from the sale of property and equipment.

NOTE 3 – REVENUE RECOGNITION

Our revenue by contract type was as follows (dollars in thousands):

	For the Three Months Ended				For the Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Fixed-price revenue	$	3,250	$	7,079	$	10,815	$	23,596
Time-and-material revenue		2,432		2,371		7,535		8,785
Total Revenue		5,682		9,450		18,350		32,381

NOTE 4 – CONTRACT ASSETS AND CONTRACT LIABILITIES

Our contract assets consist of unbilled amounts typically resulting from sales under long-term contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. Our contract liabilities consist of advance payments and billings in excess of costs incurred.

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Costs, estimated earnings and billings on uncompleted contracts consisted of the following (dollars in thousands):

	September 28, 2024			December 30, 2023
Costs incurred on uncompleted contracts	$	16,433		$	23,318
Estimated earnings on uncompleted contracts		1,448			3,602
Earned revenues		17,881			26,920
Less: billings to date		14,569			24,819
Net costs in excess of billings on uncompleted contracts	$	3,312		$	2,101

Costs and estimated earnings in excess of billings on uncompleted contracts	$	4,376		$	3,296
Billings in excess of costs and estimated earnings on uncompleted contracts		(1,064	)		(1,195	)
Net costs in excess of billings on uncompleted contracts	$	3,312		$	2,101

NOTE 5 – DEBT

The components of debt were as follows (dollars in thousands):

	September 28, 2024		December 30, 2023
Amended Credit Agreement (1)		2,304		1,047
Total debt		2,304		1,047
Amount due within one year		2,304		1,047
Total long-term debt	$	—	$	—

	(1)	On June 15, 2023, the Company entered into the Credit Agreement (the “Credit Agreement”) with Alliance, pursuant to which Alliance agreed, subject to certain terms and conditions, to extend up to two term loans in the aggregate principal amount of $1,250,000 to the Company. In connection with entering into the Credit Agreement, (i) the Company and its subsidiaries, ENGlobal U.S., Inc., a Texas corporation, ENGlobal Government Services, Inc., a Texas corporation, and ENGlobal Technologies, LLC, a Texas limited liability company (collectively, the “Guarantors”), entered into a security agreement granting a security interest in favor of Alliance on substantially all of the Company’s and Guarantors’ assets to secure all of the indebtedness and other obligations owed to Alliance under the Credit Agreement and (ii) the Guarantors entered into a continuing guaranty pursuant to which the Guarantors guaranteed the payment of all indebtedness owed to Alliance.

		On April 24, 2024, the Company entered into an Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with Alliance pursuant to which the parties amended and restated the Credit Agreement to, among other things, (i) modify the existing term loans in the aggregate original principal amount of $1,200,000 (the “Term Loans”) to (a) extend the maturity date to July 2, 2025, and (b) reduce the applicable interest rate from 8.5% to 8.0% per annum, and (ii) provide a revolving credit facility (the “Line of Credit”) of up to the lesser of (a) the Borrowing Base (as defined below) and (b) $1,000,000. The borrowing base (the “Borrowing Base”) will be an amount equal to up to 95% of Eligible Receivables (as defined in the Amended Credit Agreement) as determined by Alliance from time to time, less any reserves established by Lender in its sole discretion from time to time. As of September 28, 2024 and the date of the filing of this Quarterly Report on Form 10-Q, the Company does not have available funds to borrow under the Amended Credit Agreement.

		On November 11, 2024, the Company entered into an amendment to the Amended Credit Agreement with Alliance to (i) increase the interest rate from 8.0% per annum to 12.0% per annum under the Term Loans and (ii) provide that interest will be payable at maturity instead of monthly in arrears under the Term Loans and the Line of Credit.

		The Amended Credit Agreement matures on July 2, 2025.

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The future scheduled maturities of our debt are (in thousands):

	Amended Credit Agreement

2024		—
2025		2,304
Thereafter		—
	$	2,304

NOTE 6 – SEGMENT INFORMATION

Our operating segments are strategic business units that offer our services and products to customers in their respective industries. The operating performance is regularly reviewed with operational leaders in charge of these segments, the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and others. This group represents the chief operating decision maker (“CODM”) for ENGlobal.

Our three operating segments are: (i) Automation, (ii) Engineering, and (iii) Government Services.

Our Automation group provides the design and programming of automated control systems as well as designs, fabricates, integrates and commissions modular systems that include remote instrumentation control stations, on-line process analytical data, continuous emission monitoring, and electric power distribution. Often these packaged systems are housed in a fabricated metal enclosure, modular building or freestanding metal rack, which are commonly included in our scope of work. We provide automation engineering, procurement, fabrication, systems integration, programing and on-site commissioning services to our clients for both new and existing facilities.

Our Engineering group focuses on providing engineering, procurement, construction, and automation services as well as fabricated products to downstream refineries and petrochemical facilities as well as midstream pipeline, storage and other transportation related companies. These services are often applied to small capital improvement and maintenance projects within refineries and petrochemical facilities. For our transportation clients, we work on facilities that include pumping, compression, gas processing, metering, storage terminals, product loading and blending systems. This group also provides engineering, fabrication and automation services to clients who have operations in the U.S. oil and gas exploration and development markets. The operations are usually associated with the completion, purification, storage and transmission of the oil and gas from the well head to the terminal or pipeline destination.

Our Government Services group provides services related to the engineering, design, installation and maintenance of automated fuel handling and tank gauging systems for the U.S. military across the globe.

Our corporate and other expenses that do not individually meet the criteria for segment reporting are reported separately as Corporate expenses.

We have two reportable segments: Commercial and Government Services. Our Engineering and Automation groups are aggregated into one reportable segment, Commercial.

Revenue, operating income, identifiable assets, capital expenditures and depreciation for each segment are set forth in the following table. The amount identified as Corporate includes those activities that are not allocated to the operating segments and include costs related to business development, executive functions, finance, accounting, safety, human resources and information technology that are not specifically identifiable with the segments.

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Segment information is as follows (dollars in thousands):

	Commercial			Government Services			Corporate			Consolidated
For the three months ended September 28, 2024:
Revenue	$	4,292			1,390			—			5,682
Gross profit (loss)		538			(63	)		—			475
Gross profit (loss) margin		12.5	%		(4.5	)%					8.4	%
SG&A		(180	)		72			1,002			894
Operating profit (loss)		718			(135	)		(1,002	)		(419	)
Other income, net											3
Interest expense, net											(62	)
Tax expense											(22	)
Net loss											(500	)

	Commercial			Government Services			Corporate			Consolidated
For the three months ended September 30, 2023:
Revenue	$	5,862			3,588			—			9,450
Gross profit (loss)		323			1,514			—			1,837
Gross profit (loss) margin		5.5	%		42.2	%					19.4	%
SG&A		1,203			161			1,148			2,512
Operating profit (loss)		(880	)		1,353			(1,148	)		(675	)
Other income, net											3
Interest expense, net											(27	)
Tax expense											(22	)
Net loss											(721	)

	Commercial			Government Services			Corporate			Consolidated
For the nine months ended September 28, 2024:
Revenue	$	13,292			5,058			—			18,350
Gross profit (loss)		1,783			(93	)		—			1,690
Gross profit (loss) margin		13.4	%		(1.8	)%					9.2	%
SG&A		1,276			268			3,247			4,791
Operating income (loss)		507			(361	)		(3,247	)		(3,101	)
Other income, net											231
Interest expense, net											(166	)
Tax expense											(66	)
Net loss											(3,102	)

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	Commercial			Government Services			Corporate			Consolidated
For the nine months ended September 30, 2023:
Revenue	$	25,124			7,257			—			32,381
Gross profit (loss)		(2,479	)		2,112			—			(367	)
Gross profit (loss) margin		(9.9	)%		29.1	%					(1.1	)%
SG&A		6,448			438			3,964			10,850
Operating profit (loss)		(8,927	)		1,674			(3,964	)		(11,217	)
Other income, net											52
Interest expense, net											(158	)
Tax expense											(66	)
Net loss											(11,389	)

Total assets by segment are as follows (dollars in thousands):

Total Assets by Segment	As of September 28, 2024		As of December 30, 2023
	(dollars in thousands)
Commercial	$	7,026	$	11,740
Government Services		4,142		3,780
Corporate		2,062		3,267
Consolidated	$	13,230	$	18,787

NOTE 7 – FEDERAL AND STATE INCOME TAXES

The Company accounts for income taxes in accordance with FASB Accounting Standards Codification 740, “Income Taxes” (“ASC 740”). Under ASC 740-270 we estimate an annual effective tax rate based on year-to-date operating results and our projection of operating results for the remainder of the year. We apply this annual effective tax rate to the year-to-date operating results. If our actual results differ from the estimated annual projection, our estimated annual effective tax rate can change affecting the tax expense for successive interim results as well as the estimated annual tax expense results. Certain states are not included in the calculation of the estimated annual effective tax rate because the underlying basis for the tax is related to revenues and not taxable income. Amounts for Texas margin taxes are reported as income tax expense.

The Company applies a more likely than not recognition threshold for all tax uncertainties. The FASB guidance for uncertain tax positions only allows the recognition of those tax benefits, based on their technical merits that are greater than 50 percent likelihood of being sustained upon examination by the taxing authorities. Management has reviewed the Company’s tax positions and determined there are no uncertain tax positions requiring recognition in the financial statements. U.S. federal tax returns prior to 2018 and Texas margins tax returns prior to 2017 are closed. Generally, the applicable statues of limitations are three to four years from their filings.

The Company recorded income tax expense of $22 thousand for the three months ended September 28, 2024 as compared to income tax expense of $22 thousand for the three months ended September 30, 2023. The effective income tax rate for the three months ended September 28, 2024 was (4.6)% as compared to (0.9)% for the three months ended September 30, 2023. The Company recorded income tax expense of $66 thousand for the nine months ended September 28, 2024 as compared to $66 thousand for the nine months ended September 30, 2023. The effective income tax rate for the nine months ended September 28, 2024 was (2.2)% and for the nine months ended September 30, 2023 was (0.6)%. The effective tax rate differed from the federal statutory rate of 21% primarily due to the effect of the valuation allowances related to the expected unrealized deferred tax asset generated by the current year benefit.

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NOTE 8 – COMMITMENTS AND CONTINGENCIES

From time to time, ENGlobal or one or more of its subsidiaries is involved in various legal proceedings or is subject to claims that arise in the ordinary course of business alleging, among other things, claims of breach of contract or negligence in connection with the performance or delivery of goods and/or services. The outcome of any such claims or proceedings cannot be predicted with certainty. Except as set forth below, management is not aware of any pending or threatened lawsuits or proceedings that are expected to have a material effect on our financial position, results of operations or liquidity.

On March 12, 2024, ENGlobal U.S. Inc. was served with a lawsuit by VEnergy Industrial Park I, LLC (the “Plaintiff”). The lawsuit is pending in the County Court of Waller County, Texas. The Plaintiff is seeking monetary damages of $1.3 million for a breach of lease cause of action. We disagree with the Plaintiff’s claims and expect to petition the court with affirmative defenses. However, litigation is inherently uncertain, and an adverse outcome could have a material impact on our financial condition.

On August 1, 2024, ENGlobal U.S. Inc. was served with a lawsuit by 5V Leasing, LLC and Hector Venegas (the “Plaintiffs”). The lawsuit is pending in the District Court of Ward County, Texas. The Plaintiffs are seeking monetary damages of $250 thousand for a breach of lease cause of action. We disagree with the Plaintiffs’ claims and expect to petition the court with affirmative defenses. However, litigation is inherently uncertain, and an adverse outcome could have a material impact on our financial condition.

We carry a broad range of insurance coverage, including general and business automobile liability, commercial property, professional errors and omissions, workers’ compensation insurance, directors’ and officers’ liability insurance and a general umbrella policy, all with standard self-insured retentions/deductibles. We also provide health insurance to our employees (including vision and dental) which is partially self-funded for these claims. Provisions for expected future payments are accrued based on our experience, and specific stop loss levels provide protection for the Company. We believe we have adequate reserves for the self-funded portion of our insurance policies. We are not aware of any claims that are not covered by these policies or which are likely to materially exceed the Company’s insurance limits.

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NOTE 9 – LEASES

The Company leases land, office and shop space, and equipment. Arrangements are assessed at inception to determine if a lease exists and, with the adoption of ASC 842, “Leases,” right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of lease payments over the lease term. Because the Company’s leases do not provide an implicit rate of return, the Company uses its incremental borrowing rate at the inception of a lease to calculate the present value of lease payments. The Company has elected to apply the short-term lease exception for all asset classes, excluding lease liabilities from the balance sheet and recognizing the lease payments in the period they are incurred.

The components of lease expense were as follows (dollars in thousands):

		Three Months Ended					Nine Months Ended
	Financial Statement Classification	September 28, 2024			September 30, 2023		September 28, 2024		September 30, 2023
Finance leases:
Amortization expense	SG&A Expense	$	21		$	61	$	83	$	176
Interest expense	Interest expense, net		7			13		27		39
Total finance lease expense			28			74		110		215

Operating leases:
Operating costs	Operating costs		8			23		30		710
Selling, general and administrative expenses	SG&A Expense		(370	)		691		593		1,900
Total operating lease expense			(362	)		714		623		2,610
Total lease expense		$	(334	)	$	788	$	733	$	2,825

Supplemental balance sheet information related to leases was as follows (dollars in thousands):

	Financial Statement Classification	September 28, 2024		December 30, 2023
ROU Assets:
Operating leases	Right of use asset	$	2,006	$	5,079
Finance leases	Property and equipment, net		369		795
Total ROU Assets:		$	2,375	$	5,874

Lease liabilities:
Current liabilities
Operating leases	Current portion of leases	$	955	$	1,726
Finance leases	Current portion of leases		131		263
Noncurrent Liabilities:
Operating leases	Long-term leases		1,333		5,761
Finance leases	Long-term leases		238		548
Total lease liabilities		$	2,657	$	8,298

The weighted average remaining lease term and weighted average discount rate were as follows:

	At September 28, 2024
Weighted average remaining lease term (years)
Operating leases		3.3
Finance leases		2.8
Weighted average discount rate
Operating leases		0.9	%
Finance leases		9.9	%

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Maturities of operating lease liabilities as of September 28, 2024 are as follows (dollars in thousands):

Years ending:	Operating leases			Finance leases			Total

2024 (remaining months)		273			38			311
2025		853			153			1,006
2026		371			149			520
2027		384			62			446
2028 and thereafter		429			9			438
Total lease payments		2,310			411			2,721
Less: imputed interest		(23	)		(41	)		(64	)
Total lease liabilities		2,287		$	370		$	2,657

NOTE 10 – STOCKHOLDERS’ EQUITY

On February 1, 2023, we entered into a securities purchase agreement (the “RDO Purchase Agreement”) providing for the sale and issuance by the Company to a single institutional investor of 496,375 shares (the “Shares”) of the Company’s common stock at an offering price of $6.80 per Share in a registered direct offering. Concurrently with the sale of the Shares and pursuant to the RDO Purchase Agreement, the Company also sold and issued in a private placement, for no additional consideration to the investor, warrants to purchase up to 496,375 shares of the Company’s common stock (the “Warrants”). The net proceeds to the Company from the offerings were approximately $3.0 million after deducting the placement agent’s fees and related offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants. The Company used the net proceeds of the offering for working capital and general corporate purposes. We recorded the fair value of the warrants issued within additional paid-in capital. The warrants may be exercised by physical settlement or net share settlement, determined by the holder.

In 2023, we issued stock-based compensation in the form of non-vested restricted stock awards to certain employees, directors, and officers. We apply the provisions of ASC Topic 718 “Compensation – Stock Compensation” (“ASC 718”) and recognize compensation expense over the applicable service period for all stock-based compensation based on the grant date fair value of the award. For the three months ended September 28, 2024, we recognized share-based compensation expense of $14 thousand, compared to $0.1 million for the three months ended September 30, 2023. For the nine months ended September 28, 2024, we recognized share-based compensation expense of $0.2 million, compared to $0.2 million for the nine months ended September 30, 2023.

NOTE 11 – LIQUIDITY

We define liquidity as our ability to pay liabilities as they become due, fund business operations and meet monetary contractual obligations. Our primary sources of liquidity are cash on hand, internally generated funds and borrowings under the Amended Credit Agreement.

On June 15, 2023, the Company entered into the Credit Agreement with Alliance, pursuant to which Alliance agreed, subject to certain terms and conditions, to extend up to two term loans in the aggregate principal amount of $1,250,000 to the Company.

On April 24, 2024, the Company entered into the Amended Credit Agreement with Alliance that modified the Credit Agreement. The modification includes adding a Line of Credit which allows the Company to borrow up to the lesser of (i) the Borrowing Base (as defined in the Amended Credit Agreement), or (ii) $1,000,000.

On February 1, 2023, we entered into the RDO Purchase Agreement providing for the sale and issuance by the Company to a single institutional investor of the Shares, at an offering price of $6.80 per Share in a registered direct offering. Concurrently with the sale of the Shares and pursuant to the RDO Purchase Agreement, the Company also sold and issued in a private placement, for no additional consideration to the investor, the Warrants. The gross proceeds to the Company from the offerings were approximately $3.4 million before deducting the placement agent’s fees and related offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants. The Company used the net proceeds of the offering for working capital and general corporate purposes.

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We have had to extend the payment terms for our suppliers beyond our standard terms. In some cases, we have signed an agreement stipulating scheduled payment dates and amounts to provide assurance to the supplier that the balance will be paid in full. The payment terms for these arrangements are between a few weeks and 12 months depending on various factors such as amount, age, and how critical they are to our on-going operations. As of September 28, 2024, approximately $1.1 million of our trade payables have a payment schedule agreement.

Our recurring losses, negative cash flows from operating activities, need for additional financing and the uncertainties surrounding our ability to obtain such financing, raise substantial doubt about our ability to continue as a going concern. We have limited cash on hand and will need additional working capital to fund our planned operations. We are subject to significant risks and uncertainties, including failing to secure additional capital to fund our planned operations or failing to profitably operate the business. We intend to raise funds through various potential sources, such as equity or debt financings; however, we can provide no assurance that such financing will be available on acceptable terms, or at all. If adequate financing is not available or we do not achieve profitability and positive cash flows from operating activities, we may be required to significantly curtail or cease our operations, and our business would be jeopardized.

Cash and the availability of cash could be materially restricted if (1) outstanding invoices billed are not collected or are not collected in a timely manner, (2) circumstances prevent the timely internal processing of invoices, (3) we lose one or more of our major customers or our major customers significantly reduce the amount of work requested from us, (4) we are unable to win new projects that we can perform on a profitable basis or (5) we are unable to reverse our use of cash to fund losses. If any such event occurs, we would be forced to consider alternative financing options.

Our Board of Directors continues to review strategic transactions, which could include strategic acquisitions, mergers, reverse mergers, the issuance or buyback of public shares, or the purchase or sale of specific assets, in addition to other potential actions aimed at increasing shareholder value. The Company does not intend to disclose or comment on developments related to its review unless and until the Board has approved a specific transaction or otherwise determined that further disclosure is appropriate. There can be no assurance that the Board’s strategic review will result in any transaction, or any assurance as to its outcome or timing.

NOTE 12 – SUBSEQUENT EVENTS

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain information contained in this Quarterly Report on Form 10-Q, 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 (the “SEC”), press releases, conferences or otherwise, may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). 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, 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 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, the specific risk factors identified under Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023, and those described from time to time in our future reports filed with the SEC.

The following discussion is qualified in its entirety by, and should be read in conjunction with, the Company’s financial statements, including the notes thereto, included in this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the year ended December 30, 2023.

Overview

ENGlobal Corporation (which may be referred to as “ENGlobal,” the “Company,” “we,” “us” or “our”), incorporated in the State of Nevada in June 1994, is a leading provider of innovative, delivered project solutions primarily to the energy industry. We deliver these solutions to our clients by combining our vertically-integrated engineering and professional project execution services with our automation and systems integration expertise. We believe our vertically-integrated strategy allows us to differentiate our company from most of our competitors as a full service provider, thereby reducing our clients’ dependency on and coordination of multiple vendors and improving control over their project cost and schedules. Our strategy and positioning has also allowed the Company to pursue larger scopes of work centered around many different types of modularized engineered systems.

We have a long history of delivering project solutions and can provide complete project execution and have focused our business development teams on communicating these offerings to our clients which include (i) Automation, (ii) Engineering, and (iii) Government Services.

We have made significant reductions in our overhead structure as part of the internal business reorganization that we started in the first quarter of 2023. These cost reductions were primarily in headcount across all segments to better align the number of administrative staff needed to support our current volume of work and re-organize our corporate structure. We continue to evaluate our headcount and will reduce it as necessary to better align our costs with the volume of the business.

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Critical Accounting Policies Update

Our critical accounting policies are further disclosed in Note 2 to the consolidated financial statements included in our 2023 Annual Report on Form 10-K.

Goodwill - Goodwill represents the excess of the purchase price of acquisitions over the fair value of the net assets acquired and liabilities assumed. Goodwill is not amortized but rather is tested and assessed for impairment annually, or more frequently if certain events or changes in circumstance indicate the carrying amount may exceed fair value. The annual test for goodwill impairment is performed in the fourth quarter of each year.

The Company compares its fair value of a reporting unit and the carrying value of the reporting unit to measure goodwill impairment. Fair value was determined by applying discounted cash flows of the operating unit after allocation of certain corporate overhead. Estimating the cash flow of the operating unit requires the use of significant estimates and assumptions, including revenue growth rates, operating margins, discount rates and future market conditions, among others. It is possible that changes in market conditions, economy, facts, circumstances, judgments and assumptions used in estimating the fair value could change, resulting in possible impairment of goodwill in the future.

Impairment of Long-Lived Assets - IAS 36 Impairment of Assets applies to a variety of non-financial assets including property, plant and equipment (PPE), right-of-use assets, intangible assets and goodwill, investment properties carried at cost and investments in associates and joint ventures. If these assets (other than goodwill) have been impaired in previous periods, then a company needs to consider whether there have been changes in circumstances since the last impairment test that indicate that an impairment loss may have decreased or may no longer exist, which includes a significant change in the extent or manner in which an asset is or is expected to be used.

During 2023, we determined that the carrying value of the ROU assets related to our fabrication and field services businesses was no longer recoverable and wrote the balance down to its estimated fair value. The resulting impairment loss of $1.8 million was reflected within selling, general, and administrative expenses of the Commercial segment on the Consolidated Statement of Operations in the our 2023 Annual Report on Form 10-K.

During the third quarter of 2024, we identified circumstances that indicated a significant change had occurred in the assumptions management used to impair the asset. The reevaluation resulted in a $0.5 million reduction in the estimated impairment loss, elimination of the right-of-use asset balance, and reclassification of the liability from a right-of-use lease liability to a contingency. The contingency is based on a lawsuit pending in the County Court of Waller County, Texas, where the Plaintiff is seeking monetary damages of $1.3 million for a breach of lease cause of action.

Results of Operations

In the course of providing our time-and-material services, we routinely provide materials and equipment and may provide construction management services on a subcontractor basis. Generally, these materials, equipment and subcontractor costs are passed through to our clients and reimbursed, along with small handling fees, which in general 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 revenue. The material purchases and the use of subcontractor services can vary significantly from quarter to quarter; therefore, changes in revenue and gross profit, SG&A expense and operating income as a percentage of revenue may not be indicative of the Company’s core business trends.

Segment 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 client contracts, but directly related to the support of a segment’s operations. Corporate SG&A expenses include finance, accounting, human resources, business development, legal and information technology which are unrelated to specific projects but which are incurred to support the Company’s activities.

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Comparison of the three months ended September 28, 2024 versus the three months ended September 30, 2023

The following table, for the three months ended September 28, 2024 versus the three months ended September 30, 2023, provides relevant financial data that is derived from our consolidated statements of operations (amounts in thousands except per share data).

	Commercial			Government Services			Corporate			Consolidated
For the three months ended September 28, 2024:
Revenue	$	4,292		$	1,390		$	—		$	5,682		100.0	%
Gross profit (loss)		538			(63	)		—			475		8.4	%
SG&A		(180	)		72			1,002			894		15.7	%
Operating income (loss)		718			(135	)		(1,002	)		(419	)	(7.4	)%
Other income, net											3
Interest expense, net											(62	)
Tax expense											(22	)
Net loss										$	(500	)	(8.8	)%
Basic and diluted loss per share										$	(0.10	)

	Commercial			Government Services		Corporate			Consolidated
For the three months ended September 30, 2023:
Revenue	$	5,862		$	3,588	$	—		$	9,450		100.0	%
Gross profit (loss)		323			1,514		—			1,837		19.4	%
SG&A		1,203			161		1,148			2,512		26.6	%
Operating income (loss)		(880	)		1,353		(1,148	)		(675	)	(7.1	)%
Other income, net										3
Interest expense, net										(27	)
Tax benefit										(22	)
Net loss									$	(721	)	(7.6	)%
Basic and diluted loss per share									$	(0.14	)

	Commercial			Government Services			Corporate			Consolidated
Year Over Year Increase (Decrease) in Operating Results:
Revenue	$	(1,570	)	$	(2,198	)	$	—		$	(3,768	)	(39.9	)%
Gross profit (loss)		215			(1,577	)		—			(1,362	)	(74.1	)%
SG&A		(1,383	)		(89	)		(146	)		(1,618	)	(64.4	)%
Operating income (loss)		1,598			(1,488	)		146			256		(37.9	)%
Other income, net											—
Interest expense, net											(35	)
Tax expense											—
Net loss										$	221		(30.7	)%
Basic and diluted loss per share										$	0.04

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Comparison of the nine months ended September 28, 2024 versus the nine months ended September 30, 2023

The following table, for the nine months ended September 28, 2024 versus the nine months ended September 30, 2023, provides relevant financial data that is derived from our consolidated statements of operations (amounts in thousands except per share data).

	Commercial		Government Services			Corporate			Consolidated
For the nine months ended September 28, 2024:
Revenue	$	13,292	$	5,058		$	—		$	18,350		100.0	%
Gross profit (loss)		1,783		(93	)		—			1,690		9.2	%
SG&A		1,276		268			3,247			4,791		26.1	%
Operating income (loss)		507		(361	)		(3,247	)		(3,101	)	(16.9	)%
Other income, net										231
Interest expense, net										(166	)
Tax expense										(66	)
Net loss									$	(3,102	)	(16.9	)%
Basic and diluted loss per share									$	(0.60	)

	Commercial			Government Services		Corporate			Consolidated
For the nine months ended September 30, 2023:
Revenue	$	25,124		$	7,257	$	—		$	32,381		100.0	%
Gross profit (loss)		(2,479	)		2,112		—			(367	)	(1.1	)%
SG&A		6,448			438		3,964			10,850		33.5	%
Operating income (loss)		(8,927	)		1,674		(3,964	)		(11,217	)	(34.6	)%
Other income, net										52
Interest expense, net										(158	)
Tax expense										(66	)
Net loss									$	(11,389	)	(35.2	)%
Basic and diluted loss per share									$	(2.30	)

	Commercial			Government Services			Corporate			Consolidated
Year Over Year Increase (Decrease) in Operating Results:
Revenue	$	(11,832	)	$	(2,199	)	$	—		$	(14,031	)	(43.3	)%
Gross profit (loss)		4,262			(2,205	)		—			2,057		(560.5	)%
SG&A		(5,172	)		(170	)		(717	)		(6,059	)	(55.8	)%
Operating income (loss)		9,434			(2,035	)		717			8,116		(72.4	)%
Other income, net											179
Interest expense, net											(8	)
Tax expense											—
Net loss										$	8,287		(72.8	)%
Basic and diluted loss per share										$	1.70

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Revenue – Revenue decreased $3.8 million to $5.7 million from $9.5 million, or a decrease of 39.9%, for the three months ended September 28, 2024 as compared to the three months ended September 30, 2023. Our 2024 revenue for the Commercial segment decreased primarily due to our decision to stop self-performing fabrication, construction and field services, partially offset by projects awarded in 2024. Revenue for the Government Services segment decreased primarily due to large projects that were completed in 2023.

Revenue decreased $14.0 million to $18.4 million from $32.4 million, or a decrease of 43.3%, for the nine months ended September 28, 2024 as compared to the nine months ended September 30, 2023. Our 2024 revenue for the Commercial segment decreased primarily due to our decision to stop self-performing fabrication, construction and field services, partially offset by projects awarded in 2024. Revenue for the Government Services segment decreased primarily due to large projects that were completed in 2023.

Gross Profit (Loss) – Gross profit (loss) margin decreased 11.0% to 8.4% from 19.4% for the three months ended September 28, 2024 as compared to the three months ended September 30, 2023. The decrease in gross profit (loss) margin is primarily attributable to the inefficient use of personnel and equipment to complete projects where we were unable to secure additional change orders to cover costs of completion, partially offset by a change order awarded to our Government Services group to cover excess material purchases on a large project.

Gross profit (loss) margin increased 10.3% to 9.2% from (1.1)% for the nine months ended September 28, 2024 as compared to the nine months ended September 30, 2023. The increase in gross profit (loss) margin is primarily attributable to the reduction of indirect costs of $2.6 million and the decision to stop self-performing fabrication, construction and field services.

Selling, General and Administrative Expense – SG&A expenses decreased $1.6 million for the three months ended September 28, 2024 as compared to the three months ended September 30, 2023 due to a $1.1 million decrease in facility expense primarily as a result of the termination of our leases related to self-performed fabrication, construction and field services, a $0.2 million decrease in salaries and burden, a $0.1 million decrease in computer software and hardware expense, a $0.1 million decrease in legal expense, and a $0.1 million decrease in accounting fees.

SG&A expenses decreased by $6.1 million for the nine months ended September 28, 2024 as compared to the nine months ended September 30, 2023 due to a $2.2 million bad debt reserve recorded during the 2023 period with no comparable occurrence in 2024, a $1.3 million decrease in facility expense for closed locations related to our self-performed fabrication, construction and field services, a $1.2 million decrease in salaries and burden, a $0.3 million decrease in computer software and hardware expense, a $0.2 million decrease in legal expense, a $0.2 million decrease in accounting fees, a $0.1 decrease in depreciation expense, and a $0.1 million decrease in early payment fees.

Other Income (Expense), Net – Other income, net of expense, was $3 thousand for the three months ended September 28, 2024 and September 30, 2023.

Other income, net of expense, increased $179 thousand for the nine months ended September 28, 2024 as compared to the nine months ended September 30, 2023.

Interest Expense, net – Interest expense is incurred primarily in connection with our Credit Agreement, our Amended Credit Agreement, and our finance leases. Our interest expense increased to $62 thousand for the three months ended September 28, 2024 from $27 thousand for the three months ended September 30, 2023.

Our interest expense increased to $166 thousand for the nine months ended September 28, 2024 from $158 thousand for the nine months ended September 30, 2023.

Tax Expense – Tax expense is incurred primarily for our state franchise taxes. We recorded income tax expense of $22 thousand for the three months ended September 28, 2024 and September 30, 2023.

We recorded income tax expense of $66 thousand for the nine months ended September 28, 2024 and September 30, 2023.

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Net Income (Loss) – Net loss for the three months ended September 28, 2024 was $0.5 million, or a $0.2 million decrease from a net loss of $0.7 million for the three months ended September 30, 2023, primarily as a result of the inefficient use of personnel and equipment to complete projects and the decision to stop self- performing fabrication, construction and field services, and a decrease in selling, general, and administrative expenses of $1.6 million.

Net loss for the nine months ended September 28, 2024 was $3.1 million, or a $8.3 million decrease from net loss of $11.4 million for the nine months ended September 30, 2023, primarily as a result of the decision to stop self- performing fabrication, construction and field services, and a decrease in selling, general, and administrative expenses of $6.1 million.

Liquidity and Capital Resources Overview

The Company defines liquidity as our ability to pay liabilities as they become due, fund business operations and meet monetary contractual obligations. Our primary sources of liquidity are cash on hand, internally generated funds, and borrowings under the Amended Credit Agreement. We had cash of approximately $1.2 million at September 28, 2024 and $0.6 million at December 30, 2023. Our working capital (deficit) as of September 28, 2024 was ($6.1) million versus ($2.2) million as of December 30, 2023.

On June 15, 2023, we entered into a Credit Agreement (the “Credit Agreement”) with Alliance 2000, Ltd., a Texas limited partnership (“Alliance”), pursuant to which Alliance agreed, subject to certain terms and conditions, to extend up to two term loans in the aggregate principal amount of $1,250,000 to us. During the one-year term of the term loans, the Company made interest-only payments on a quarterly basis. The term loans carried an annual interest rate of 8.5% and had an origination fee of 0.5%, payable upon maturity. On April 24, 2024, the Company entered into the Amended Credit Agreement with Alliance pursuant to which the parties amended and restated the Credit Agreement to, among other things, (i) modify the existing term loans in the aggregate original principal amount of $1,200,000 to (a) extend the maturity date to July 2, 2025, and (b) reduce the applicable interest rate from 8.5% to 8.0% per annum, and (ii) provide a revolving credit facility of up to the lesser of (a) the Borrowing Base (as defined below) and (b) $1,000,000. The borrowing base (the “Borrowing Base”) is an amount equal to up to 95% of Eligible Receivables (as defined in the Amended Credit Agreement) as determined by Alliance from time to time, less any reserves established by Alliance in its sole discretion from time to time. As of September 28, 2024 and the date of the filing of this Quarterly Report on Form 10-Q, we do not have available funds to borrow under the revolving credit facility. On November 11, 2024, we entered into an amendment to the Amended Credit Agreement to (i) increase the interest rate from 8.0% per annum to 12.0% per annum under the term loans and (ii) provide that interest will be payable at maturity instead of monthly in arrears under the term loans and the revolving credit facility.

On February 1, 2023, we entered into a securities purchase agreement (the “RDO Purchase Agreement”) providing for the sale and issuance by the Company to a single institutional investor of 496,375 shares (the “Shares”) of the Company’s common stock, at an offering price of $6.80 per Share in a registered direct offering. Concurrently with the sale of the Shares and pursuant to the RDO Purchase Agreement, the Company also sold and issued in a private placement, for no additional consideration to the investor, warrants to purchase up to 496,375 shares of the Company’s common stock (the “Warrants”). The gross proceeds to the Company from the offerings were approximately $3.4 million before deducting the placement agent’s fees and related offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants. The Company used the net proceeds of the offering for working capital and general corporate purposes.

We have had to extend the payment terms for our suppliers beyond our standard terms. In some cases, we have signed an agreement stipulating scheduled payment dates and amounts to provide assurance to the supplier that the balance will be paid in full. The payment terms for these arrangements are between a few weeks and 12 months depending on various factors such as amount, age, and how critical they are to our on-going operations. As of September 28, 2024, approximately $1.0 million of our trade payables have a payment schedule agreement.

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Cash Flows from Operating Activities

Operating activities used $0.6 million of cash for the nine months ended September 28, 2024. The primary drivers of our cash used in operations for the nine months ended September 28, 2024 were our operating loss of $3.1 million, $1.4 million from the reclassification of ROU liabilities for closed facilities, an increase in contract assets net of contract liabilities of $1.2 million, $0.9 million from the adjustment to ROU asset impairment, and an increase in accrued compensation and benefits of $0.2 million, partially offset by cash provided from a decrease in trade receivables of $2.6 million, an increase of other current liabilities of $1.3 million, a decrease in other current assets of $0.9 million, an increase in trade payables of $0.6 million, depreciation and amortization of $0.5 million, share-based compensation of $0.2 million, and income taxes payable of $0.1 million.

Operating activities used $3.8 million of cash for the nine months ended September 30, 2023. The primary drivers of our cash used in operations for the nine months ended September 30, 2023 were our operating loss of $11.4 million and a decrease of other current liabilities of $0.9 million, partially offset by cash provided by a decrease in other current assets of $2.8 million, an increase in trade payables of $2.6 million, a decrease in contract assets net of contract liabilities of $1.1 million, $1.2 million from other components of working capital, an increase in accrued compensation and benefits of $0.6 million, and a decrease in trade receivables of $0.1 million.

Cash Flows from Investing Activities

Investing activities provided cash of $0.4 million for the three months ended September 28, 2024 from the sale of personal property and equipment

Investing activities used cash of $0.3 million for the nine months ended September 30, 2023 primarily for the purchase of personal property and equipment.

Cash Flows from Financing Activities

Financing activities provided $0.8 million of cash for the nine months ended September 28, 2024 primarily due to proceeds received from the Amended Credit Agreement partially offset by payments made on finance leases.

Financing activities provided $2.1 million of cash for the nine months ended September 30, 2023 primarily due to proceeds received from the issuance of common stock under the RDO Purchase Agreement, net of issuance costs, and the Amended Credit Agreement entered into during the second quarter of 2023, partially offset by cash used for payments for our finance leases and payments under the Loan and Security Agreement with Pacific Western Bank dba Pacific Western Business Finance (the “Revolving Credit Facility”). The Revolving Credit Facility was repaid during the second quarter of 2023.

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Contractual Obligations

The Company is obligated to make future cash payments under the Amended Credit Agreement, operating leases, finance leases, and other liabilities. Amounts below are undiscounted and may differ from balances reflected on the financial statements. The table below sets forth certain information about our contractual obligations as of September 28, 2024 (in thousands):

	Payment Due by Fiscal Period
	2024		2025		2026		2027		2028 and thereafter
Operating and finance leases	$	311	$	1,006	$	520	$	446	$	438
Amended Credit Agreement		—		—		2,304		—		—
Other liabilities⁽¹⁾		—		—		—		—		—
Total	$	311	$	1,006	$	2,824	$	446	$	438

(1)

Other liabilities includes short-term notes payable.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures are also designed to ensure such information is accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance that control objectives are attained.

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 28, 2024, as required by Rule 13a-15 of the Exchange Act. Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 28, 2024, the disclosure controls and procedures were not effective because of the material weaknesses in the Company’s internal control over financial reporting described below.

Material Weaknesses in Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of the Company’s 2023 Annual Report, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 30, 2023, and identified the material weaknesses described below that continue to exist as of September 28, 2024.

Specifically, (i) the Company did not have sufficient resources in place with the appropriate training and knowledge of internal control over financial reporting in order to ensure the operating effectiveness; (ii) the Company did not perform an adequate continuous risk assessment over financial reporting to identify and analyze risks of financial misstatement due to errors, and implement necessary changes to internal controls impacted by changes in the business, organizational structure and reduction in personnel over the last twelve months; and (iii) the Company did not have an effective information and communication process that ensured variances and anomalies were communicated to the appropriate personnel on a timely basis in order to investigate and take corrective action to prevent the error.

Accordingly, the Company did not follow established appropriate control activities through policies and procedures to mitigate risk to the achievement of the Company’s financial reporting objectives, as follows:

	·	The Company’s management review controls did not operate effectively, including the completeness and accuracy of the data used in the operation of the control, to ensure change orders and contract values were properly entered into the accounting system; and
	·	The Company’s reconciliation controls did not operate effectively to timely record on-line payments, other electronic bank transactions, and unprocessed credit card payments to suppliers.

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These material weaknesses resulted in several material and immaterial misstatements that were corrected prior to the issuance of the consolidated financial statements.

The Company believes that, notwithstanding the material weaknesses mentioned above, the unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q present fairly, in all material respects, the consolidated balance sheets, statements of operations, stockholders’ equity (deficit), and cash flows of the Company and its subsidiaries in conformity with generally accepted accounting principles in the United States as of the dates and for the periods stated in this Quarterly Report on Form 10-Q.

Remediation Plan and Status

The Company has implemented the following plan of action and will continue to evaluate and adjust remediation actions as needed to ensure the elements of the remediation plan remain appropriate and are sustainable. The elements of the remediation plan include:

The Company did not have effective controls over the accuracy of change orders to ensure they were properly entered into the accounting system and the associated contract values were accurately reported in the accounting system as of December 30, 2023. As of September 28, 2024, we have taken the following actions to remediate the material weakness.

	o	Communicated and trained those in charge of updating contract values in the proper procedure for entering change orders in the accounting system for lump sum contracts.
	o	Communicated to those involved in the monthly forecasting process the importance of communicating to the accounting department any deviation from the expected contract value.
	o	Educated the personnel responsible for setting up projects and entering changes to contract values in the accounting system on how the data they input is used to calculate and recognize revenue on lump sum projects.
	o	Changed the system procedure for calculating revenue from task level to project level on lump sum contracts.
	o	Developed a monthly report to identify contract value changes and assign the responsibility of confirming changes to contract values are valid change orders to another person that is not responsible for entering change orders.

The Company did not follow established control procedures to (i) timely record on-line payments and other electronic bank transactions, and (ii) reconcile unprocessed credit card payments to suppliers as of December 30, 2023. As of September 28, 2024, we have taken the following actions to remediate the material weakness.

	o	Discontinued the supplier credit card program.
	o	Changed when the Company records on-line payments from a month-end process to an interim process, i.e., as they are made.
	o	Re-assigned the responsibility of confirming that all on-line payments have been recorded in the accounts payable subledger at month-end to the accounts payable clerk.
	o	Re-assigned the preparer and approver roles for the bank reconciliations to provide more oversight by the Chief Financial Officer.
	o	Established a more structured review process to ensure the timely recording of all reconciling items.

The Company believes that the actions listed above have provided the appropriate remediation of the material weaknesses identified as of December 30, 2023. Due to the nature of the remediation process and the need for sufficient time after implementation to evaluate and test the design and effectiveness of the controls, no assurance can be made as to when the remediation actions have been operating effectively for a sufficient period of time. The material weakness will be considered fully remediated when the Company concludes that the controls have been operating for a sufficient amount of time and the design and effectiveness of the controls are validated by management.

Changes in Internal Control over Financial Reporting

Except as described above in “Remediation Plan and Status”, there have been no changes in the Company’s internal control over financial reporting during the quarter ended September 28, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, ENGlobal or one or more of its subsidiaries may be involved in various legal proceedings or may be subject to claims that arise in the ordinary course of business alleging, among other things, claims of breach of contract or negligence in connection with the performance or delivery of goods and/or services. The outcome of any such claims or proceedings cannot be predicted with certainty. Except as described in Note 8—Commitments and Contingencies to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, as of the date of this Quarterly Report on Form 10-Q, no legal proceedings are pending against us that we believe individually or collectively could have a materially adverse effect upon our financial condition, results of operations, or cash flows.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, 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 30, 2023, which outline factors that could materially affect our business, financial condition or future results, and the additional risk factors below. You should be aware that the occurrence of any of the events described in these risk factors and elsewhere in this Quarterly Report on Form 10-Q could have a material adverse effect on our business, financial condition and results of operations and that upon the occurrence of any of these events, the trading price of our common stock could decline. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of this Quarterly Report on Form 10-Q.

Substantial doubt about our ability to continue as a going concern exists. Our unaudited financial statements for the period ended September 28, 2024 were prepared on the assumption that we would continue as a going concern. Those financial statements expressed a substantial doubt about our ability to continue as a going concern. Those financial statements did not include any adjustments that might result from the outcome of this uncertainty. Our recurring losses, negative cash flows from operating activities, need for additional financing and the uncertainties surrounding our ability to obtain such financing, raise substantial doubt about our ability to continue as a going concern. We have limited cash on hand and will need additional working capital to fund our planned operations. We are subject to significant risks and uncertainties, including failing to secure additional capital to fund our planned operations or failing to profitably operate the business. We intend to raise funds through various potential sources, such as equity or debt financings; however, we can provide no assurance that such financing will be available on acceptable terms, or at all. If adequate financing is not available or we do not achieve profitability and positive cash flows from operating activities, we may be required to significantly curtail or cease our operations, and our business would be jeopardized.

Our ability to continue as a going concern is also subject to, among other factors, our ability to collect receivables from our clients when due and to invoice our customers in a timely manner. Under the typical payment terms of our fixed-price contracts, the customer pays us progress payments. These progress payments are based on quantifiable measures of performance or on the achievement of specified events or milestones. If these events or milestones are delayed, it will negatively impact the timing of our cash receipts, which affects our ability to pay our employees and suppliers. If we are not able collect our receivables when due from our clients, our cash flow will be negatively impacted which could lead to us not being able to meet our current obligations.

Our inability to borrow any amounts under our Amended Credit Agreement, which matures on July 2, 2025, will limit our ability to finance operations or engage in other business activities, which could have a material impact on our financial condition. As of September 28, 2024, we have outstanding borrowings of $2.3 million under the Amended Credit Agreement, which matures on July 2, 2025. The terms of the Amended Credit Agreement provide for a revolving credit facility of up to the lesser of (a) the borrowing base and (b) $1,000,000, with the borrowing base being in an amount equal to up to 95% of Eligible Receivables (as defined in the Amended Credit Agreement) as determined by the lender from time to time, less any reserves established by the lender in its sole discretion from time to time. As of September 28, 2024 and the date of the filing of this Quarterly Report on Form 10-Q, we do not have any borrowing capacity under the revolving credit. Our inability to borrow any amounts under the Amended Credit Agreement will limit our ability to finance operations or engage in other business activities, which could have a material impact on our financial condition.

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Our backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain indicator of our future revenue or earnings. As of September 28, 2024, our backlog was approximately $6.9 million. We expect a majority of this backlog to be completed within the next 12 months. We cannot assure investors that the revenue projected in our backlog will be realized or, if realized, will result in profits. Projects currently in our backlog may be canceled or may remain in our backlog for an extended period of time prior to project execution and, once project execution begins, it may occur unevenly over the current and multiple future periods. In addition, project terminations, suspensions or reductions in scope occur from time to time with respect to contracts reflected in our backlog, reducing the revenue and profit we actually receive from contracts reflected in our backlog. Future project cancellations and scope adjustments could further reduce the dollar amount of our backlog in addition to the revenue and profits that we actually earn. The potential for cancellations and adjustments to our backlog are exacerbated by economic conditions, particularly in our chosen area of concentration, the energy industry. The markets for oil and natural gas have been volatile which can exacerbate the potential for cancellations and adjustments to our backlog from our clients in the oil and natural gas industry.

We are not currently in compliance with Nasdaq’s continued listing requirements. If we are unable to comply with Nasdaq’s continued listing requirements, our common stock could be delisted, which could negatively affect the price of our common stock and liquidity and reduce our ability to raise capital. Our common stock is currently listed on Nasdaq. Nasdaq has established certain quantitative criteria and qualitative standards that companies must meet to remain listed for trading on this market. On November 27, 2023, we received written notice from Nasdaq indicating that we are not in compliance with Listing Rule 5550(b) for continued listing due to our failure to maintain a minimum of $2,500,000 in stockholders’ equity. Nasdaq also determined that we did not meet the alternatives of market value of listed securities or net income from continuing operations for continued listing. The Company subsequently submitted a plan to regain compliance and based on such submission, Nasdaq granted the Company an extension of time until May 27, 2024 to regain compliance with Listing Rule 5550(b).

On May 30, 2024, the Company received written notice from Nasdaq notifying the Company that the Nasdaq staff had determined that the Company did not meet the terms of the extension. The Company requested an appeal of this determination before a Nasdaq Hearings Panel (the “Panel”). At the Panel hearing, which was held on July 25, 2024, the Company presented a strategic plan to regain compliance with the applicable Nasdaq listing requirements. The Panel granted an extension until November 26, 2024 for the Company to regain compliance with the applicable Nasdaq listing requirements. The Panel, however, reserved the right to reconsider the terms of the extension based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company’s common stock on Nasdaq inadvisable or unwarranted. While the Company’s common stock will continue to trade on Nasdaq during the extension, there can be no assurance that the Company will be able to regain compliance with the applicable Nasdaq listing requirements.

Any delisting of the Company’s common stock from Nasdaq, including as a result of its inability to regain compliance with Listing Rule 5550(b), could adversely affect the Company’s ability to attract new investors, reduce the liquidity of its outstanding shares of common stock, reduce its ability to raise additional capital, reduce the price at which its common stock trades, result in negative publicity and increase the transaction costs inherent in trading such shares with overall negative effects for the Company’s stockholders. The Company cannot assure its investors that its common stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the-counter quotation system. In addition, delisting of the Company’s common stock could deter broker-dealers from making a market in or otherwise seeking or generating interest in the Company’s common stock and might deter certain institutions and persons from investing in the Company’s securities at all. For these reasons and others, delisting could adversely affect the Company’s business, financial condition and liquidity.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth certain information with respect to repurchases of our common stock for the third quarter of 2024:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under Plans or Programs (1)
June 30, 2024 to July 27, 2024		—		—		—	$	—
July 28, 2024 to August 31, 2024		—		—		—	$	—
September 1, 2024 to September 28, 2024		—		—		—	$	—
Total		—		—		161,308	$	425,589

(1)

On April 21, 2015, the Company announced that its Board of Directors had authorized the repurchase of up to $2.0 million of the Company’s common stock from time to time through open market or privately negotiated transactions, based on prevailing market conditions. The Company is not obligated to repurchase any dollar amount or specific number of shares of common stock under the repurchase program, which may be suspended, discontinued or reinstated at any time. The stock repurchase program was suspended on May 16, 2017 and was reinstated on December 19, 2018. As of September 28, 2024, the Company had purchased and retired 161,308 shares at an aggregate cost of $1.6 million under this repurchase program. Management does not intend to repurchase any shares in the near future.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended September 28, 2024, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 105-1 trading arrangements as each term is defined in Item 408(a) of Regulation S-K.

Amendment to Amended Credit Agreement

On November 11, 2024, the Company entered into an amendment to the Amended Credit Agreement with Alliance to (i) increase the interest rate from 8.0% per annum to 12.0% per annum under the term loans and (ii) provide that interest will be payable at maturity instead of monthly in arrears under the term loans and the revolving credit facility. In addition, the amendment to the Amended Credit Agreement waived events of default relating to the non-payment of interest. The foregoing description of the amendment to the Amended Credit Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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ITEM 6. EXHIBITS

		Incorporated by Reference to:
Exhibit No.	Description	Form or Schedule	Exhibit No.	Filing Date with SEC	SEC File Number

3.1	Restated Articles of Incorporation of Registrant dated January 29, 2021	8-K	3.1	1/29/2021	001-14217

3.2	Second Amended and Restated Bylaws of Registrant dated April 14, 2016	8-K	3.1	4/15/2016	001-14217

3.3	Amendment to Article Fourth of ENGlobal’s Restated Articles of Incorporation, filed June 29, 2023	8-K	3.1	7/2/23	001-14217

3.4	Certificate of Amendment to the Restated Articles of Incorporation of ENGlobal Corporation	8-K	3.1	12/1/2023	001-14217

4.1	Registrant’s specimen common stock certificate	S-3	4.1	10/31/2005	333-29336

4.2	Form of Common Stock Purchase Warrant	8-K	4.1	2/3/2023	001-14217

*10.1	First Amendment to Amended and Restated Credit Agreement dated November 11, 2024, between ENGlobal and Alliance 2000, Ltd.

*31.1	Certifications Pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934 for the Third Quarter 2019

*31.2	Certifications Pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934 for the Third Quarter 2019

**32.1	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 Third Quarter 2019

*101.ins	Inline XBRL instance document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

*101.sch	Inline XBRL taxonomy extension schema document

*101.cal	Inline XBRL taxonomy extension calculation linkbase document

*101.def	Inline XBRL taxonomy extension definition linkbase document

*101.lab	Inline XBRL taxonomy extension label linkbase document

*101.pre	Inline XBRL taxonomy extension presentation linkbase document

*104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith

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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.

Dated: November 12, 2024
	ENGlobal Corporation

	By:	/s/ Darren W. Spriggs
		Darren W. Spriggs
		Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

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