Exhibit 99.1

img98403104_0.jpg

 

 

 

GULF ISLAND

REPORTS SECOND QUARTER 2025 RESULTS

THE WOODLANDS, TX - Gulf Island Fabrication, Inc. (NASDAQ: GIFI) (“Gulf Island” or the “Company”), a leading steel fabricator and service provider to the industrial, energy and government sectors, today announced its results for the second quarter 2025.

SECOND QUARTER 2025 SUMMARY

Consolidated revenue of $37.5 million
Consolidated net loss of $0.6 million; Consolidated adjusted EBITDA of $1.9 million
Services division operating income of $1.6 million; EBITDA of $2.0 million
Fabrication division operating income of $0.4 million; EBITDA of $1.1 million
Acquired certain assets of ENGlobal Corporation relating to its automation, engineering and government services businesses

Adjusted EBITDA excludes transaction and related costs associated with the Englobal Acquisition. See “Englobal Acquisition” below for further discussion of the Englobal Acquisition and associated defined terms, and “Non-GAAP Measures” below for the Company’s definition of EBITDA and adjusted EBITDA and reconciliations of the relevant amounts to the most directly comparable GAAP measure.

MANAGEMENT COMMENTARY

“We believe our focus on the more stable services and small-scale fabrication businesses has produced a more durable business model, as evidenced by our second quarter adjusted EBITDA of $1.9 million, despite continued softness in the offshore services market and lower fabrication activity,” said Richard Heo, Gulf Island’s President and Chief Executive Officer. “While our near-term results have been negatively impacted by depressed activity in the Gulf of America and the uncertain macroeconomic conditions stemming from uncertain trade policies, we are seeing improved bidding activity in the fabrication market, and subsequent to quarter-end, we received a limited notice to proceed contract for approximately $20.0 million. This initial award is for the procurement of materials for a structural steel project and the full award is expected during the third quarter 2025.”

“We are excited to have closed the Englobal Acquisition during the second quarter and remain encouraged by the strategic potential presented by the transaction,” continued Heo. “While we continue to anticipate post-acquisition losses for the Englobal Business for 2025, we expect the business to contribute to our profitability in 2026 and beyond. The early reception from our customers and potential strategic partners has been positive, and we see meaningful opportunities to broaden our service offerings, strengthen our fabrication offerings with supplemental engineering capabilities and further diversify our end markets.”

“We ended the quarter in a strong financial position with a period-end cash and investments balance of $62.2 million, which reflects the impact of funding total capital commitments of $5.5 million for the Englobal Acquisition,” stated Westley Stockton, Gulf Island’s Chief Financial Officer. “Additionally, during the quarter we repurchased approximately 437 thousand shares of our common stock for $2.8 million, further demonstrating our commitment to a balanced capital allocation strategy. We will continue to prioritize investments in organic growth, the pursuit of strategic transactions and the return of capital to shareholders.”

“We remain encouraged by the outlook for our business, with early integration efforts of the Englobal Acquisition further adding to our confidence. We believe our strong financial position will enable us to continue executing on our disciplined capital allocation strategy—aligned with our commitment to maximize return on invested capital and create long-term shareholder value,” concluded Heo.

1

 


 

RESULTS FOR SECOND QUARTER 2025

Consolidated – Revenue for the second quarter 2025 was $37.5 million, compared to $41.3 million for the prior year period. Net loss for the second quarter 2025 was $0.6 million, compared to net income of $1.9 million for the second quarter 2024. Adjusted EBITDA for the second quarter 2025 was $1.9 million, compared to $2.5 million for the prior year period. Adjusted EBITDA for the second quarter 2025 excludes $1.8 million of transaction and related costs associated with the Englobal Acquisition, but includes post-acquisition operating losses of $0.5 million associated with the Englobal Business. See “Non-GAAP Measures” below for the Company’s definition of adjusted EBITDA and a reconciliation of consolidated net income or loss to adjusted EBITDA.

Services Division – Revenue for the second quarter 2025 was $22.0 million, a decrease of $0.8 million, or 3.5%, compared to the second quarter 2024, primarily due to lower offshore maintenance activity.

Operating income was $1.6 million for the second quarter 2025, compared to $2.2 million for the second quarter 2024. EBITDA for the second quarter 2025 was $2.0 million (or 9.1% of revenue), down from $2.7 million (or 11.7% of revenue) for the prior year period. The decrease was primarily due to lower revenue, a less favorable project margin mix, and post-acquisition operating losses of $0.2 million associated with the Englobal engineering and government services businesses acquired in June 2025. See “Non-GAAP Measures” below for the Company’s definition of EBITDA and a reconciliation of the Services division’s operating income to EBITDA.

Fabrication Division – Revenue for the second quarter 2025 was $15.8 million, a decrease of $2.9 million, or 15.4%, compared to the second quarter 2024, primarily due to lower small-scale fabrication activity.

Operating income was $0.4 million for the second quarter 2025, compared to $1.1 million for the second quarter 2024. EBITDA for the second quarter 2025 was $1.1 million, down from $1.8 million for the prior year period. The decrease was primarily due to lower revenue, lower utilization of facilities and resources, and post-acquisition operating losses of $0.3 million associated with the Englobal automation business acquired in May 2025, offset partially by a more favorable project margin mix. See “Non-GAAP Measures” below for the Company’s definition of EBITDA and a reconciliation of the Fabrication division’s operating income to EBITDA.

Corporate Division Operating loss was $3.1 million for the second quarter 2025, compared to an operating loss of $2.0 million for the second quarter 2024. Adjusted EBITDA for the second quarter 2025 was a loss of $1.2 million, versus a loss of $2.0 million for the prior year period. Adjusted EBITDA for the second quarter 2025 excludes $1.8 million of transaction and related costs associated with the Englobal Acquisition. See “Non-GAAP Measures” below for the Company’s definition of adjusted EBITDA and a reconciliation of the Corporate division’s operating loss to adjusted EBITDA.

BALANCE SHEET AND LIQUIDITY

The Company’s cash and short-term investments balance at June 30, 2025 was $62.2 million, including $1.2 million of restricted cash associated with outstanding letters of credit. At June 30, 2025, the Company had total debt of $19.0 million, bearing interest at a fixed rate of 3.0% per annum, with annual principal and interest payments of approximately $1.7 million through December 2038. The estimated fair value of the debt was $12.9 million at June 30, 2025, based on an estimated market rate of interest.

During the second quarter 2025, the Company repurchased 437,229 shares of its common stock for $2.8 million (average price per share of $6.41) under its share repurchase program.

2

 


 

ENGLOBAL ACQUISITION

During the second quarter 2025, the Company acquired certain assets (the “Englobal Acquisition”) of ENGlobal Corporation’s (“Englobal”) automation, engineering and government services businesses (“Englobal Business”). The automation business provides engineering, design, fabrication and integration of industrial automation systems to the oil and gas, renewable energy and traditional power industries. The engineering business provides various engineering solutions to the oil and gas and renewable energy industries, while the government services business provides Englobal’s engineering and automation solutions to federal, state and local governments and educational institutions, generally in the form of technical field services. The Englobal Acquisition is expected to broaden the Company’s product and services offerings with the addition of automation and engineering solutions, further strengthen the Company’s fabrication offerings with supplemental engineering capabilities, expand the Company’s customer base and diversify its end markets. Post-acquisition operating results of the automation business are reflected within the Fabrication division and post-acquisition operating results of the engineering and government businesses are reflected within the Services division.

As of June 30, 2025, the total capital commitment related to the Englobal Acquisition was $5.5 million, which included (i) $3.5 million of debtor-in-possession financing (of which $1.2 million was advanced to Englobal in the first quarter 2025 and $2.3 million was advanced in the second quarter 2025), which is considered the purchase price for the Englobal Acquisition, (ii) a $1.5 million payment made in the second quarter 2025 in exchange for the assumption of a loan from a creditor of Englobal, which was expensed in the second quarter 2025, and (iii) transaction costs of $0.5 million (of which $0.2 million was expensed in the first quarter 2025 and $0.3 million was expensed in the second quarter 2025). During the second quarter 2025, the Englobal Business incurred operating losses of $0.5 million, and the Company believes additional operating losses of approximately $1.5 million to $2.0 million may be incurred during the remainder of 2025 as the business transitions out of bankruptcy. These expectations are consistent with the Company’s projections for the Englobal Business at the time of the acquisition.

SECOND QUARTER 2025 CONFERENCE CALL

Gulf Island will hold a conference call on Wednesday, August 6, 2025 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss the Company’s financial results for the second quarter 2025. The call will be available by webcast and can be accessed on Gulf Island’s website at www.gulfisland.com. Participants may also join the call by dialing 1.877.704.4453 and requesting the “Gulf Island” conference call. A replay of the webcast will be available on the Company’s website for seven days after the call.

ABOUT GULF ISLAND

Gulf Island is a leading fabricator of complex steel structures, modules and automation systems, and a provider of specialty services, including engineering, project management, commissioning, repair, maintenance, scaffolding, coatings, welding enclosures, cleaning and environmental, and technical field services to the industrial, energy and government sectors. The Company’s customers include U.S. and, to a lesser extent, international energy producers; refining, petrochemical, LNG, industrial and power operators; EPC companies; and federal, state and local governments. The Company is headquartered in The Woodlands, Texas and its primary operating facilities are located in Houma, Louisiana and Houston, Texas.

3

 


 

NON-GAAP MEASURES

This release includes certain measures, which are not recognized under U.S. generally accepted accounting principles (“GAAP”), including earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted revenue, adjusted gross profit and new project awards. The Company believes EBITDA is a useful supplemental measure as it reflects the Company’s operating results and expectations of future performance excluding the non-cash impacts of depreciation and amortization. The Company believes adjusted EBITDA is a useful supplemental measure as it reflects the Company’s EBITDA adjusted to remove certain nonrecurring items (including transaction and related costs associated with the Englobal Acquisition and a gain from the sale of excess property) and the operating results for the Company’s former Shipyard division (the wind down of which was completed in the first quarter 2025). The Company believes adjusted revenue and adjusted gross profit are useful supplemental measures as they reflect the Company’s revenue and gross profit adjusted to remove revenue and gross profit for the Company’s former Shipyard division (the wind down of which was completed in the first quarter 2025). Reconciliations of these non-GAAP measures, including EBITDA, adjusted EBITDA, adjusted revenue and adjusted gross profit to the most directly comparable GAAP measures are presented under “Consolidated Results of Operations” and “Results of Operations by Division” below.

The Company believes new project awards is a useful supplemental measure as it represents work that the Company is obligated to perform under its current contracts. New project awards represents the expected revenue value of new contract commitments received during a given period, including scope growth on existing contract commitments.

Non-GAAP measures are not intended to be replacements or alternatives to GAAP measures, and investors are urged to consider these non-GAAP measures in addition to, and not in substitution for, measures prepared in accordance with GAAP. The Company may present or calculate non-GAAP measures differently from other companies.

CAUTIONARY STATEMENT

This release contains forward-looking statements in which the Company discusses its potential future performance, operations and projects. Forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, are all statements other than statements of historical facts, such as projections or expectations relating to operating results; diversification and entry into new end markets; the Company’s integration of the Englobal Business into its existing operations and realization of the anticipated benefits of the Englobal Acquisition; industry outlook; oil and gas prices; timing of investment decisions and new project awards; cash flows and cash balance; capital expenditures; tax rates; implementation of the Company’s share repurchase program and any other return of capital to shareholders; liquidity; and execution of strategic initiatives. The words “anticipates,” “appear,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be,” “potential” and any similar expressions are intended to identify those assertions as forward-looking statements. The timing and amount of any share repurchases under the Company’s share repurchase program will be at the discretion of management and will depend on a variety of factors including, but not limited to, the Company’s operating performance, cash flow and financial position, the market price of its common stock and general economic and market conditions. The Company’s share repurchase program may be modified, increased, suspended or terminated at any time at the discretion of the Company’s board of directors. Any other return of capital to shareholders will be at the discretion of the Company’s board of directors.

The Company cautions readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause its actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, the Company’s ability to successfully integrate the Englobal Business into its existing operations and realize the anticipated benefits of the Englobal Acquisition; changes in trade policies of the U.S. and other countries, including tariffs and related market uncertainties; and other factors described under “Risk Factors” in Part I, Item 1A of the Company’s annual report on Form 10-K for the year ended December 31, 2024, as updated by subsequent filings with the SEC.

4

 


 

Additional factors or risks that the Company currently deems immaterial, that are not presently known to the Company or that arise in the future could also cause the Company’s actual results to differ materially from its expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which the Company’s forward-looking statements are based are likely to change after the date the forward-looking statements are made, which it cannot control. Further, the Company may make changes to its business plans that could affect its results. The Company cautions investors that it undertakes no obligation to publicly update or revise any forward-looking statements, which speak only as of the date made, for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, and notwithstanding any changes in its assumptions, changes in business plans, actual experience or other changes.

COMPANY INFORMATION

Richard W. Heo

Westley S. Stockton

Chief Executive Officer

Chief Financial Officer

713.714.6100

713.714.6100

 

5

 


 

Consolidated Results of Operations (in thousands, except per share data)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

New project awards(1)

 

$

32,131

 

 

$

33,980

 

 

$

39,810

 

 

$

66,111

 

 

$

83,628

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

37,538

 

 

$

40,273

 

 

$

41,262

 

 

$

77,811

 

 

$

84,143

 

Cost of revenue

 

 

33,977

 

 

 

33,658

 

 

 

37,104

 

 

 

67,635

 

 

 

73,861

 

Gross profit

 

 

3,561

 

 

 

6,615

 

 

 

4,158

 

 

 

10,176

 

 

 

10,282

 

General and administrative expense

 

 

3,286

 

 

 

3,235

 

 

 

3,354

 

 

 

6,521

 

 

 

6,838

 

Other (income) expense, net(2)

 

 

1,354

 

 

 

100

 

 

 

(479

)

 

 

1,454

 

 

 

(3,547

)

Operating income (loss)(3)

 

 

(1,079

)

 

 

3,280

 

 

 

1,283

 

 

 

2,201

 

 

 

6,991

 

Interest (expense) income, net

 

 

510

 

 

 

549

 

 

 

603

 

 

 

1,059

 

 

 

1,145

 

Income (loss) before income taxes

 

 

(569

)

 

 

3,829

 

 

 

1,886

 

 

 

3,260

 

 

 

8,136

 

Income tax (expense) benefit

 

 

(5

)

 

 

(2

)

 

 

3

 

 

 

(7

)

 

 

(7

)

Net income (loss)

 

$

(574

)

 

$

3,827

 

 

$

1,889

 

 

$

3,253

 

 

$

8,129

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share

 

$

(0.04

)

 

$

0.23

 

 

$

0.12

 

 

$

0.20

 

 

$

0.50

 

Diluted income (loss) per share

 

$

(0.04

)

 

$

0.23

 

 

$

0.11

 

 

$

0.20

 

 

$

0.48

 

Weighted average shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

16,187

 

 

 

16,339

 

 

 

16,415

 

 

 

16,263

 

 

 

16,315

 

Diluted

 

 

16,187

 

 

 

16,722

 

 

 

16,864

 

 

 

16,542

 

 

 

16,810

 

Consolidated Adjusted Revenue(1) Reconciliation (in thousands)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

37,538

 

 

$

40,273

 

 

$

41,262

 

 

$

77,811

 

 

$

84,143

 

Shipyard revenue

 

 

-

 

 

 

-

 

 

 

(36

)

 

 

-

 

 

 

(445

)

Adjusted revenue

 

$

37,538

 

 

$

40,273

 

 

$

41,226

 

 

$

77,811

 

 

$

83,698

 

Consolidated Adjusted Gross Profit(1) Reconciliation (in thousands)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Gross profit

 

$

3,561

 

 

$

6,615

 

 

$

4,158

 

 

$

10,176

 

 

$

10,282

 

Shipyard gross profit

 

 

-

 

 

 

-

 

 

 

(31

)

 

 

-

 

 

 

(350

)

Adjusted gross profit

 

$

3,561

 

 

$

6,615

 

 

$

4,127

 

 

$

10,176

 

 

$

9,932

 

Consolidated EBITDA and Adjusted EBITDA(1) Reconciliations (in thousands)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net income (loss)

 

$

(574

)

 

$

3,827

 

 

$

1,889

 

 

$

3,253

 

 

$

8,129

 

Income tax expense (benefit)

 

 

5

 

 

 

2

 

 

 

(3

)

 

 

7

 

 

 

7

 

Interest expense (income), net

 

 

(510

)

 

 

(549

)

 

 

(603

)

 

 

(1,059

)

 

 

(1,145

)

Operating income (loss)(3)

 

 

(1,079

)

 

 

3,280

 

 

 

1,283

 

 

 

2,201

 

 

 

6,991

 

Depreciation and amortization

 

 

1,194

 

 

 

1,256

 

 

 

1,240

 

 

 

2,450

 

 

 

2,433

 

EBITDA

 

 

115

 

 

 

4,536

 

 

 

2,523

 

 

 

4,651

 

 

 

9,424

 

Gain on property sale(2)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,880

)

Shipyard operating income

 

 

-

 

 

 

-

 

 

 

(9

)

 

 

-

 

 

 

(351

)

Acquisition costs(2)

 

 

1,825

 

 

 

213

 

 

 

-

 

 

 

2,038

 

 

 

-

 

Adjusted EBITDA

 

$

1,940

 

 

$

4,749

 

 

$

2,514

 

 

$

6,689

 

 

$

6,193

 

 

6

 


 

Results of Operations by Division (including Reconciliations of EBITDA and Adjusted EBITDA) (in thousands)

 

 

Three Months Ended

 

 

Six Months Ended

 

Services Division

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

New project awards(1)

 

$

21,858

 

 

$

19,871

 

 

$

22,392

 

 

$

41,729

 

 

$

47,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

21,978

 

 

$

19,855

 

 

$

22,767

 

 

$

41,833

 

 

$

48,301

 

Cost of revenue

 

 

19,580

 

 

 

17,572

 

 

 

19,879

 

 

 

37,152

 

 

 

41,800

 

Gross profit

 

 

2,398

 

 

 

2,283

 

 

 

2,888

 

 

 

4,681

 

 

 

6,501

 

General and administrative expense

 

 

829

 

 

 

700

 

 

 

687

 

 

 

1,529

 

 

 

1,430

 

Other (income) expense, net

 

 

-

 

 

 

-

 

 

 

12

 

 

 

-

 

 

 

15

 

Operating income(3)

 

$

1,569

 

 

$

1,583

 

 

$

2,189

 

 

$

3,152

 

 

$

5,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income(3)

 

$

1,569

 

 

$

1,583

 

 

$

2,189

 

 

$

3,152

 

 

$

5,056

 

Depreciation and amortization

 

 

437

 

 

 

482

 

 

 

486

 

 

 

919

 

 

 

966

 

EBITDA

 

$

2,006

 

 

$

2,065

 

 

$

2,675

 

 

$

4,071

 

 

$

6,022

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

Fabrication Division

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

New project awards(1)

 

$

10,558

 

 

$

14,385

 

 

$

17,610

 

 

$

24,943

 

 

$

35,882

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

15,845

 

 

$

20,694

 

 

$

18,727

 

 

$

36,539

 

 

$

35,865

 

Cost of revenue

 

 

14,682

 

 

 

16,362

 

 

 

17,488

 

 

 

31,044

 

 

 

32,434

 

Gross profit

 

 

1,163

 

 

 

4,332

 

 

 

1,239

 

 

 

5,495

 

 

 

3,431

 

General and administrative expense

 

 

828

 

 

 

567

 

 

 

545

 

 

 

1,395

 

 

 

986

 

Other (income) expense, net(2)

 

 

(72

)

 

 

(30

)

 

 

(435

)

 

 

(102

)

 

 

(3,405

)

Operating income(3)

 

$

407

 

 

$

3,795

 

 

$

1,129

 

 

$

4,202

 

 

$

5,850

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA and Adjusted EBITDA(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income(3)

 

$

407

 

 

$

3,795

 

 

$

1,129

 

 

$

4,202

 

 

$

5,850

 

Depreciation and amortization

 

 

733

 

 

 

698

 

 

 

674

 

 

 

1,431

 

 

 

1,309

 

EBITDA

 

 

1,140

 

 

 

4,493

 

 

 

1,803

 

 

 

5,633

 

 

 

7,159

 

Gain on property sale(2)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,880

)

Adjusted EBITDA

 

$

1,140

 

 

$

4,493

 

 

$

1,803

 

 

$

5,633

 

 

$

4,279

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

Former Shipyard Division

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2025(4)

 

 

2025(4)

 

 

2024

 

 

2025(4)

 

 

2024

 

New project awards(1)

 

$

-

 

 

$

-

 

 

$

76

 

 

$

-

 

 

$

354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

-

 

 

$

-

 

 

$

36

 

 

$

-

 

 

$

445

 

Cost of revenue

 

 

-

 

 

 

-

 

 

 

5

 

 

 

-

 

 

 

95

 

Gross profit

 

 

-

 

 

 

-

 

 

 

31

 

 

 

-

 

 

 

350

 

General and administrative expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Other (income) expense, net

 

 

-

 

 

 

-

 

 

 

22

 

 

 

-

 

 

 

(1

)

Operating income

 

$

-

 

 

$

-

 

 

$

9

 

 

$

-

 

 

$

351

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

-

 

 

$

-

 

 

$

9

 

 

$

-

 

 

$

351

 

Depreciation and amortization

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

EBITDA

 

$

-

 

 

$

-

 

 

$

9

 

 

$

-

 

 

$

351

 

 

7

 


 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

Corporate Division

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

New project awards (eliminations)(1)

 

$

(285

)

 

$

(276

)

 

$

(268

)

 

$

(561

)

 

$

(468

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue (eliminations)

 

$

(285

)

 

$

(276

)

 

$

(268

)

 

$

(561

)

 

$

(468

)

Cost of revenue (eliminations)

 

 

(285

)

 

 

(276

)

 

 

(268

)

 

 

(561

)

 

 

(468

)

Gross profit

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

General and administrative expense

 

 

1,629

 

 

 

1,968

 

 

 

2,122

 

 

 

3,597

 

 

 

4,422

 

Other (income) expense, net(2)

 

 

1,426

 

 

 

130

 

 

 

(78

)

 

 

1,556

 

 

 

(156

)

Operating loss

 

$

(3,055

)

 

$

(2,098

)

 

$

(2,044

)

 

$

(5,153

)

 

$

(4,266

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA and Adjusted EBITDA(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

$

(3,055

)

 

$

(2,098

)

 

$

(2,044

)

 

$

(5,153

)

 

$

(4,266

)

Depreciation and amortization

 

 

24

 

 

 

76

 

 

 

80

 

 

 

100

 

 

 

158

 

EBITDA

 

 

(3,031

)

 

 

(2,022

)

 

 

(1,964

)

 

 

(5,053

)

 

 

(4,108

)

Acquisition costs(2)

 

 

1,825

 

 

 

213

 

 

 

-

 

 

 

2,038

 

 

 

-

 

Adjusted EBITDA

 

$

(1,206

)

 

$

(1,809

)

 

$

(1,964

)

 

$

(3,015

)

 

$

(4,108

)

_________________

(1)
New projects awards, adjusted revenue, adjusted gross profit, EBITDA and adjusted EBITDA are non-GAAP measures. See “Non-GAAP Measures” above for the Company’s definition of new project awards, adjusted revenue, adjusted gross profit, EBITDA and adjusted EBITDA.
(2)
Other (income) expense for the Fabrication division for the six months ended June 30, 2024, includes a gain of $2.9 million from the sale of excess property. This amount has been removed from EBITDA to derive Fabrication division and Consolidated adjusted EBITDA. Other (income) expense for the Corporate division for the three months ended June 30, 2025 and March 31, 2025, and six months ended June 30, 2025, includes transaction costs of $0.3 million, $0.2 million, and $0.5 million, respectively, associated with the Englobal Acquisition, and for each of the three and six months ended June 30, 2025, includes a charge of $1.5 million associated with the purchase of an unrecoverable loan in connection with the Englobal Acquisition. Such amounts have been removed from EBITDA to derive Corporate division and Consolidated adjusted EBITDA.
(3)
Operating income for the Fabrication division for each of the three and six months ended June 30, 2025, includes operating losses of $0.3 million related to the Englobal automation business, and operating income for the Services division for each of the three and six months ended June 30, 2025, includes operating losses of $0.2 million related to the Englobal engineering and government businesses.
(4)
Effective January 1, 2025, the Shipyard division is no longer a reportable segment.

 

8

 


 

Consolidated Balance Sheets (in thousands)

 

 

June 30,
2025

 

 

December 31,
2024

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

46,825

 

 

$

27,284

 

Restricted cash

 

 

1,197

 

 

 

1,197

 

Short-term investments

 

 

14,167

 

 

 

38,784

 

Contract receivables and retainage, net

 

 

27,836

 

 

 

22,487

 

Contract assets

 

 

7,727

 

 

 

8,611

 

Prepaid expenses and other assets

 

 

4,911

 

 

 

5,139

 

Inventory

 

 

2,735

 

 

 

1,907

 

Total current assets

 

 

105,398

 

 

 

105,409

 

Property, plant and equipment, net

 

 

22,777

 

 

 

24,051

 

Goodwill

 

 

3,606

 

 

 

2,217

 

Other intangibles, net

 

 

876

 

 

 

557

 

Other noncurrent assets

 

 

1,691

 

 

 

982

 

Total assets

 

$

134,348

 

 

$

133,216

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

6,464

 

 

$

5,801

 

Contract liabilities

 

 

2,078

 

 

 

1,278

 

Accrued expenses and other liabilities

 

 

13,116

 

 

 

13,180

 

Long-term debt, current

 

 

1,117

 

 

 

1,117

 

Total current liabilities

 

 

22,775

 

 

 

21,376

 

Long-term debt, noncurrent

 

 

17,884

 

 

 

17,888

 

Other noncurrent liabilities

 

 

931

 

 

 

850

 

Total liabilities

 

 

41,590

 

 

 

40,114

 

Shareholders’ equity:

 

 

 

 

 

 

Preferred stock, no par value, 5,000 shares authorized, no shares issued
   and outstanding

 

 

 

 

 

 

Common stock, no par value, 30,000 shares authorized, 16,041 shares issued
   and outstanding at June 30, 2025 and 16,346 at December 31, 2024

 

 

11,309

 

 

 

11,669

 

Additional paid-in capital

 

 

104,828

 

 

 

108,065

 

Accumulated deficit

 

 

(23,379

)

 

 

(26,632

)

Total shareholders’ equity

 

 

92,758

 

 

 

93,102

 

Total liabilities and shareholders’ equity

 

$

134,348

 

 

$

133,216

 

 

9

 


 

 

Consolidated Cash Flows (in thousands)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

March 31,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(574

)

 

$

3,827

 

 

$

1,889

 

 

$

3,253

 

 

$

8,129

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,194

 

 

 

1,256

 

 

 

1,240

 

 

 

2,450

 

 

 

2,433

 

Change in allowance for doubtful accounts and credit losses

 

 

1,500

 

 

 

 

 

 

 

 

 

1,500

 

 

 

(28

)

(Gain) loss on sale or disposal of property and equipment, net

 

 

 

 

 

8

 

 

 

(701

)

 

 

8

 

 

 

(3,942

)

Stock-based compensation expense

 

 

289

 

 

 

343

 

 

 

532

 

 

 

632

 

 

 

1,038

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract receivables and retainage, net

 

 

(267

)

 

 

(2,920

)

 

 

(6,541

)

 

 

(3,187

)

 

 

2,893

 

Contract assets

 

 

3,069

 

 

 

(1,462

)

 

 

2,684

 

 

 

1,607

 

 

 

518

 

Prepaid expenses, inventory and other current assets

 

 

(76

)

 

 

(432

)

 

 

50

 

 

 

(508

)

 

 

2,152

 

Accounts payable

 

 

(3,491

)

 

 

3,998

 

 

 

2,251

 

 

 

507

 

 

 

539

 

Contract liabilities

 

 

(294

)

 

 

(344

)

 

 

2,389

 

 

 

(638

)

 

 

(1,341

)

Accrued expenses and other current liabilities

 

 

1,366

 

 

 

(1,879

)

 

 

(419

)

 

 

(513

)

 

 

(1,841

)

Noncurrent assets and liabilities, net and other

 

 

(177

)

 

 

(176

)

 

 

(96

)

 

 

(353

)

 

 

(253

)

Net cash provided by operating activities

 

 

2,539

 

 

 

2,219

 

 

 

3,278

 

 

 

4,758

 

 

 

10,297

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(309

)

 

 

(307

)

 

 

(1,013

)

 

 

(616

)

 

 

(3,566

)

Acquisition of business

 

 

(2,350

)

 

 

(1,150

)

 

 

 

 

 

(3,500

)

 

 

 

Purchase of loan

 

 

(1,500

)

 

 

 

 

 

 

 

 

(1,500

)

 

 

 

Proceeds from sale of property and equipment

 

 

 

 

 

11

 

 

 

720

 

 

 

11

 

 

 

9,614

 

Recoveries from insurance claims

 

 

 

 

 

 

 

 

 

 

 

 

 

 

326

 

Purchases of short-term investments

 

 

(9,429

)

 

 

(14,074

)

 

 

(35,167

)

 

 

(23,503

)

 

 

(57,337

)

Maturities of short-term investments

 

 

32,900

 

 

 

15,220

 

 

 

10,405

 

 

 

48,120

 

 

 

13,455

 

Net cash provided by (used in) investing activities

 

 

19,312

 

 

 

(300

)

 

 

(25,055

)

 

 

19,012

 

 

 

(37,508

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax payments for vested stock withholdings

 

 

(860

)

 

 

 

 

 

(1,183

)

 

 

(860

)

 

 

(1,183

)

Repurchases of common stock

 

 

(2,802

)

 

 

(567

)

 

 

 

 

 

(3,369

)

 

 

(273

)

Net cash used in financing activities

 

 

(3,662

)

 

 

(567

)

 

 

(1,183

)

 

 

(4,229

)

 

 

(1,456

)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

18,189

 

 

 

1,352

 

 

 

(22,960

)

 

 

19,541

 

 

 

(28,667

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

29,833

 

 

 

28,481

 

 

 

33,944

 

 

 

28,481

 

 

 

39,651

 

Cash, cash equivalents and restricted cash, end of period

 

$

48,022

 

 

$

29,833

 

 

$

10,984

 

 

$

48,022

 

 

$

10,984

 

 

 

10