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Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the quarterly period ended September 30, 2016



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

For the transition period from to

Commission File Number 001-34279

GULF ISLAND FABRICATION, INC.

(Exact name of registrant as specified in its charter)




LOUISIANA		72-1147390
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
		(I.R.S. Employer Identification No.)




16225 PARK TEN PLACE, SUITE 280 HOUSTON, TEXAS		77084
16225 PARK TEN PLACE, SUITE 280 HOUSTON, TEXAS		77084
(Address of principal executive offices)		(Zip Code)

(713) 714-6100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

The number of shares of the registrant’s common stock, no par value per share, outstanding as of November 2, 2016 was 14,644,507.

Table of Contents

GULF ISLAND FABRICATION, INC.

I N D E X



		Page

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets at September 30, 2016 (unaudited) and December 31, 2015	3
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015 (unaudited)	4
	Consolidated Statement of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2016 (unaudited)	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II	Other Information	26
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	27
Item 6.	Exhibits	27
Signatures		28
Exhibit Index		E-1

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

GULF ISLAND FABRICATION, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)



	September 30, 2016		December 31, 2015
	(Unaudited)		(Note 1)
ASSETS
Current assets:
Cash and cash equivalents	$	55,642	$	34,828
Contracts receivable and retainage, net	26,619		47,060
Costs and estimated earnings in excess of billings on uncompleted contracts	18,679		12,822
Prepaid expenses and other assets	4,034		3,418
Inventory	18,281		12,936
Assets held for sale	—		4,805
Total current assets	123,255		115,869
Property, plant and equipment, net	211,215		200,384
Intangible assets, net	2,069		—
Other assets	673		670
Total assets	$	337,212	$	316,923
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,654	$	13,604
Billings in excess of costs and estimated earnings on uncompleted contracts	7,154		7,081
Deferred revenue, current	14,178		—
Accrued contract losses	1,494		9,495
Accrued employee costs	8,493		6,831
Accrued expenses and other liabilities	3,510		890
Total current liabilities	43,483		37,901
Deferred revenue, noncurrent	2,029		—
Other long-term liabilities	109		—
Net deferred tax liabilities	25,476		21,825
Total liabilities	71,097		59,726
Shareholders’ equity:
Preferred stock, no par value, 5,000,000 shares authorized, no shares issued and outstanding	—		—
Common stock, no par value, 20,000,000 shares authorized, 14,632,507 issued and outstanding at September 30, 2016 and 14,580,216 at December 31, 2015, respectively	10,579		10,352
Additional paid-in capital	98,256		96,194
Retained earnings	157,280		150,651
Total shareholders’ equity	266,115		257,197
Total liabilities and shareholders’ equity	$	337,212	$	316,923

The accompanying notes are an integral part of these financial statements.

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GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Revenue	$	65,384		$	67,531		$	230,864		$	251,102
Cost of revenue	60,125			75,368			205,839			248,686
Gross profit (loss)	5,259			(7,837		)	25,025			2,416
General and administrative expenses	5,086			3,798			14,633			11,817
Asset impairment	—			6,600			—			6,600
Operating income (loss)	173			(18,235		)	10,392			(16,001		)
Other income (expense):
Interest expense	(110		)	(39		)	(248		)	(126		)
Interest income	12			8			20			21
Other income, net	599			—			1,039			20
	501			(31		)	811			(85		)
Net income (loss) before income taxes	674			(18,266		)	11,203			(16,086		)
Income taxes	133			(6,129		)	4,134			(5,389		)
Net income (loss)	$	541		$	(12,137	)	$	7,069		$	(10,697	)
Per share data:
Basic and diluted earnings (loss) per share - common shareholders	$	0.04		$	(0.84	)	$	0.48		$	(0.74	)
Cash dividend declared per common share	$	0.01		$	0.10		$	0.03		$	0.30

The accompanying notes are an integral part of these financial statements.

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GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share data)



	Common Stock				Additional Paid-In Capital			Retained Earnings			Total Shareholders’ Equity
	Common Stock
	Shares	Amount
Balance at January 1, 2016	14,580,216	$	10,352		$	96,194		$	150,651		$	257,197
Net income	—	—			—			7,069			7,069
Vesting of restricted stock	52,291	(16		)	(147		)	—			(163		)
Compensation expense - restricted stock	—	243			2,209			—			2,452
Dividends on common stock	—	—			—			(440		)	(440		)
Balance at September 30, 2016	14,632,507	$	10,579		$	98,256		$	157,280		$	266,115

The accompanying notes are an integral part of these financial statements.

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GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)



	Nine Months Ended September 30,

	2016			2015
Cash flows from operating activities:
Net income (loss)	$	7,069		$	(10,697	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt expense	422			400
Depreciation	19,262			19,674
Amortization of deferred revenue	(4,114		)	—
Asset impairment	—			6,600
Gain on sale of assets	(924		)	(10		)
Deferred income taxes	3,651			(5,464		)
Compensation expense - restricted stock	2,452			1,863
Changes in operating assets and liabilities:
Contracts receivable and retainage	22,287			43,501
Costs and estimated earnings in excess of billings on uncompleted contracts	(5,834		)	(237		)
Prepaid expenses and other assets	915			2,072
Inventory	135			508
Accounts payable	(13,654		)	(25,402		)
Billings in excess of costs and estimated earnings on uncompleted contracts	(20		)	(13,494		)
Deferred revenue	(8,928		)	—
Accrued employee costs	1,404			343
Accrued expenses	2,733			(2,369		)
Accrued contract losses	(8,001		)	1,367
Current income taxes	413			—
Net cash provided by operating activities	19,268			18,655
Cash flows from investing activities:
Capital expenditures	(5,415		)	(5,052		)
Net cash received in acquisition	1,588			—
Proceeds from the sale of equipment	5,813			10
Net cash provided by (used in) investing activities	1,986			(5,042		)
Cash flows from financing activities:
Payments of dividends on common stock	(440		)	(4,397		)
Net cash used in financing activities	(440		)	(4,397		)
Net change in cash and cash equivalents	20,814			9,216
Cash and cash equivalents at beginning of period	34,828			36,085
Cash and cash equivalents at end of period	$	55,642		$	45,301

The accompanying notes are an integral part of these financial statements.

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GULF ISLAND FABRICATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Gulf Island Fabrication, Inc., together with its subsidiaries (the “Company,” “we” or “our”), is a leading fabricator of offshore drilling and production platforms and other specialized structures for the energy sectors. We operate and manage our business through three segments: Fabrication, Shipyards and Services. The Company’s principal corporate office is located in Houston, Texas and its fabrication facilities are located in Houma, Jennings and Lake Charles, Louisiana and San Patricio County, Texas. The Company’s principal markets are concentrated in the offshore regions and along the coast of the Gulf of Mexico. The consolidated financial statements include the accounts of Gulf Island Fabrication, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Gulf Island Fabrication, Inc. serves as a holding company and conducts all of its operations through its subsidiaries. Our Fabrication segment includes Gulf Island, L.L.C. and Gulf Marine Fabricators, L.P., both of which perform fabrication of offshore drilling and production platforms and other specialized structures used in the development and production of oil and gas reserves. Our Fabrication segment also fabricates structures for alternative energy customers as well as LNG facilities. Our Shipyards segment includes Gulf Island Marine Fabricators, L.L.C. and Gulf Island Shipyards, L.L.C., both of which perform marine vessel fabrication, construction, and repair services. Our Services segment includes Dolphin Services, L.L.C., which performs interconnect piping services and maintenance on offshore platforms and onshore facilities, and Dolphin Steel Sales, L.L.C., which sells steel plate and other steel products.

Structures and equipment fabricated by us include: jackets and deck sections of fixed production platforms; hull, tendon, and/or deck sections of floating production platforms (such as “TLPs”, “SPARs”, “FPSOs” and “MinDOCs”); piles; wellhead protectors; subsea templates; various production, compressor and utility modules; offshore living quarters; foundations for offshore wind projects; towboats; tugboats; offshore support vessels; dry docks; liftboats; tanks and barges. The Company also provides offshore interconnect pipe hook-up, inshore marine construction, manufacture and repair of pressure vessels, heavy lifts such as ship integration and TLP module integration, loading and offloading of jack-up drilling rigs, semi-submersible drilling rigs, TLPs, SPARs or other similar cargo, onshore and offshore scaffolding, piping insulation services, and steel warehousing and sales. For definitions of certain technical terms contained in this Form 10-Q, see the Glossary of Certain Technical Terms contained in our Annual Report on Form 10-K for the year ended December 31, 2015.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016.

The balance sheet at December 31, 2015 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

New Accounting Standards

In September 2015, the FASB issued Accounting Standards Update ("ASU") 2015-16, "Business Combinations" (Topic 805), which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The ASU became effective January 1, 2016. See Note 2 for additional disclosure related to the assets and operations acquired in the LEEVAC transaction.

In March 2016, the FASB issued ASU 2016-09, "Compensation—Stock Compensation" (Topic 718), which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. The application of this ASU is not expected to have a material impact on our future Consolidated Financial Statements and related disclosures.

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In February 2016, the FASB issued ASU 2016-02, "Leases", which requires lessees to record most leases on their balance sheets but recognize expenses in a manner similar to current guidance. ASU 2016-02 will be effective for annual periods beginning after December 15, 2018. The guidance is required to be applied using a modified retrospective approach. We are currently evaluating the effect that ASU 2016-02 will have on our financial position, results of operations and related disclosures.

On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in FASB Accounting Standard Codification Topic 605, “Revenue Recognition.” ASU No. 2014-09 requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted as of interim and annual reporting periods beginning after December 15, 2016. ASU 2014-09 can be applied either retrospectively to each prior period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the effect of this new standard on our financial statements.

NOTE 2 - LEEVAC TRANSACTION

On January 1, 2016, we acquired substantially all of the assets and assumed certain specified liabilities of LEEVAC Shipyards, L.L.C. and its affiliates (“LEEVAC”). The purchase price for the acquisition was $20.0 million, subject to a working capital adjustment whereby we received a dollar-for-dollar reduction for the assumption of certain net liabilities of LEEVAC and settlement payments received from sureties on certain ongoing fabrication projects that were assigned to us in the transaction. After taking into account these adjustments, we received approximately $1.6 million in cash at closing. During the quarter ended September 30, 2016, we presented our working capital true-up to the seller, which resulted in an additional $1.5 million due from the seller and an adjustment to the initial purchase price accounting values as further discussed below.

Included in our consolidated balance sheet as of September 30, 2016 are assets of $21.4 million and liabilities of $21.1 million from the LEEVAC transaction. The results of LEEVAC are included in our consolidated statements operations for the three and nine months ended September 30, 2016. Revenue and net income (loss) included in our results of operations and attributable to the assets and operations acquired in the LEEVAC transaction were $16.8 million and $(471,000) for the three months ended September 30, 2016, and $55.9 million and $280,000 for the nine months ended September 30, 2016, respectively. Revenue for the three and nine months ended September 30, 2016 included $1.5 million and $4.1 million in non-cash amortization of deferred revenue, respectively, related to the values assigned to the contracts acquired in the LEEVAC transaction.

The facilities acquired in the LEEVAC transaction are leased and operated under lease and sublease agreements as follows:

•

Jennings - Leased facilities from a third party for a 180 acre complex five miles east of Jennings, LA on the west bank of the Mermentau River approximately 25 miles north of the Intracoastal waterway. The Jennings complex includes over 100,000 square feet of covered fabrication area and 3,000 feet of water frontage with two launch ways. The lease, including exercisable renewal options, extends through January 2045.

•

Lake Charles - Subleased facilities from a third party for a 10 acre complex 17 miles from the Gulf of Mexico on the Calcasieu River near Lake Charles, Louisiana. The Lake Charles complex includes 1,100 feet of bulkhead water frontage with a water depth of 40 feet located one mile from the Gulf Intracoastal Waterway and is located near multiple petrochemical plants. The sublease, including exercisable renewal options (subject to sublessor renewals), extends through July 2038.

•

Houma - Leased facilities from the former owner of LEEVAC Shipyards, currently the Senior Vice President of our Shipyards division, for a 35 acre complex 26 miles from the Gulf of Mexico near Houma, Louisiana. Payment terms are approximately $67,000 per month. The lease expires on the later of December 31, 2016 or 90 days following the completion of the first of two vessels currently under construction at the facility, but no later than August 31, 2017. Upon expiration, we have the option to extend the lease at market rates.

Strategically, the LEEVAC transaction expands our marine fabrication and repair and maintenance presence in the Gulf South market. We acquired approximately $121.2 million of new build construction backlog inclusive of approximately $9.2

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million of purchase price fair value allocated to four, new build construction projects to be delivered in 2017 and 2018 for two customers. Additionally, we hired 380 employees representing substantially all of the former LEEVAC employees.

During the quarter ended September 30, 2016, we presented our working capital true-up to the seller, which resulted in an additional $1.5 million due from the seller that is included within prepaid expenses and other assets as of September 30, 2016. We have recorded adjustments to the initial purchase price accounting values based upon the actual working capital values that we presented. Our working capital true-up resulted from a $2.1 million reduction in the seller payment owed for prepaid contracts and a $3.6 million decrease in the actual value of working capital (primarily accounts receivable and accounts payable) that we received. We also recorded an adjustment of $2.1 million to the purchase price valuation allocated to machinery and equipment. The impact to depreciation expense recorded in prior periods as a result of the increase in purchase price allocated to machinery and equipment was determined to be immaterial. We expect to finalize our purchase price allocation during the fourth quarter of 2016. The tables below present the total cash received as reported in our consolidated statements of cash flows, the amount due from seller and the corresponding preliminary fair values assigned to the assets and liabilities acquired from LEEVAC which includes the effect of the working capital true-up and our updated valuation of machinery and equipment.



		As of June 30, 2016		Adjustment from working capital true-up			Valuation Adjustment			Fair Value
Assets:
	Accounts receivable	$	3,544	$	(1,882	)	$	—		$	1,662
	Inventory	4,938		724			—			5,662
	Prepaid expenses and other assets	—		57			—			57
	Machinery and equipment	23,056		—			2,118			25,174
	Intangible assets (leasehold interests)	2,123		—			—			2,123
Liabilities:										—
	Accounts payable and accrued expenses	6,003		2,514			—			8,517
	Deferred revenue and below market contracts	29,246		—			—			29,246
Net cash received and due from seller upon the acquisition of LEEVAC		$	1,588	$	3,615		$	(2,118	)	$	3,085



		As of June 30, 2016		Adjustment from working capital true-up			Adjusted
Consideration received upon acquisition of LEEVAC:
	Seller payment for prepaid contracts ⁽¹⁾	$	16,942	$	(2,118	)	$	14,824
	Surety payments related to assigned contracts ⁽²⁾	7,125		—			7,125
		24,067		(2,118		)	21,949
Less:
	Working capital assumed	2,479		(3,615		)	(1,136		)
	Due from seller	—		1,497			1,497
	Net cash due to the Company at closing	1,588		—			1,588
		4,067		(2,118		)	1,949
Purchase price		$	20,000	$	—		$	20,000

__________


(1)	Payment from sellers for customer payments received in advance of progress on contracts assigned to us concurrent with the closing of the LEEVAC transaction.

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(2)	Payments from sureties in connection with the release of further obligations related to contracts assigned to us concurrent with the closing of the LEEVAC transaction.

Pro Forma Results of Acquisitions

The table below presents our pro forma results of operations for the three and nine months ended September 30, 2015 assuming that we acquired substantially all of the assets and certain specified liabilities of LEEVAC on January 1, 2015 (in thousands):



Three Months Ended September 30, 2015				Pro forma adjustments
	Historical results			LEEVAC		Adj			Pro forma results
Revenue	$	67,531		$	20,024	$	—		$	87,555
Net income (loss)	$	(12,137	)	$	1,215	$	30	⁽¹⁾	$	(10,892	)



Nine Months Ended September 30, 2015				Pro forma adjustments
	Historical results			LEEVAC			Adj			Pro forma results
Revenue	$	251,102		$	69,117		$	—		$	320,219
Net income (loss)	$	(10,697	)	$	(5,359	)	$	3,469	⁽¹⁾	$	(12,587	)

______________

(1) Adjustments to historical results are as follows:



	Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015
Effect of purchase price depreciation	$	266		$	803
Elimination of interest expense	406			1,692
Income taxes	(642		)	974
	$	30		$	3,469

NOTE 3 – REVENUE AND CONTRACT COSTS

The Company uses the percentage-of-completion accounting method for fabrication contracts. Revenue from fixed-price or unit rate contracts is recognized on the percentage-of-completion method, computed by the efforts-expended method using the percentage of labor hours incurred as compared to estimated total labor hours to complete each contract. This progress percentage is applied to our estimate of total anticipated gross profit for each contract to determine gross profit earned to date. Revenue recognized in a period for a contract is the amount of gross profit recognized for that period plus labor costs and pass-through costs incurred on the contract during the period. We define pass-through costs as material, freight, equipment rental, and sub-contractor services included in the direct costs of revenue associated with projects. Consequently, pass-through costs are included in revenue but have no impact on the gross profit realized for that particular period. Our pass-through costs as a percentage of revenue for each period presented were as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Pass-through costs as a percentage of revenues	33.8	%	45.3	%	35.0	%	43.2	%

Costs and estimated earnings in excess of billings on uncompleted contracts at September 30, 2016 was $18.7 million with $10.2 relating to two major customers. Billings in excess of costs and estimated earnings at September 30, 2016 was $7.2 million and included advances of $5.9 million from four major customers.

Revenues and gross profit on contracts can be significantly affected by change orders and claims that may not be resolved until the later stages of the contract or after the contract has been completed and delivery occurs. At September 30, 2016, we included $87,000 in revenue related to change orders on two projects which have been approved as to scope but not price. We expect to resolve these change orders before the end of the fourth quarter of 2016. During the nine months ended September 30, 2016, we recorded a loss of $358,000 for a single customer related to revenue on change orders recognized in prior periods that were not recovered in our final settlement with the customer.

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During the third and fourth quarters of 2015, we recorded contract losses of $24.5 million related to a decrease in the contract price due to final weight re-measurements and our inability to recover certain costs on disputed change orders related to a large deepwater project we delivered to our customer in November 2015. No amounts with respect to these disputed change orders are included on our consolidated balance sheet or recognized in revenue in our consolidated statement of operations as of and for the three and nine months ended September 30, 2016. In the second quarter of 2016, we initiated legal action to recover our costs from these disputed change orders. We can give no assurance that our actions will be successful or that we will recover all or any portion of these contract losses from our customer.

NOTE 4 – CONTRACTS RECEIVABLE AND RETAINAGE

Our customers include major and large independent oil and gas companies, marine companies, and their contractors. Of our contracts receivable balance at September 30, 2016, $12.1 million, or 45.6%, is with three customers. The significant projects for these three customers consist of:


•	offshore services projects for two oil and gas customers in our Services segment; and


•	the fabrication and repair to a deepwater structure for one of our oil and gas customers in our Fabrication segment.

At September 30, 2016, we included an allowance for bad debt of $623,425 in our contract receivable balance.

NOTE 5 – FAIR VALUE MEASUREMENTS

The Company bases its fair value determinations by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:


•	Level 1-inputs are based upon quoted prices for identical instruments traded in active markets.


•	Level 2-inputs are based upon quoted prices for similar instruments in active markets and model-based valuation techniques for which all significant assumptions are observable in the market.


•	Level 3-inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. These include discounted cash flow models and similar valuation techniques.

Recurring fair value measurements and financial instruments - The carrying amounts that we have reported for financial instruments, including cash and cash equivalents, accounts receivables and accounts payables, approximate their fair values.

LEEVAC transaction - We recorded the assets and liabilities acquired from LEEVAC at their estimated fair values. See Note 2. The preliminary values assigned for the valuation of the machinery and equipment we acquired were estimated primarily using the cost method. The cost method uses the concept of replacement and/or reproductive cost of the asset less depreciation due to physical, functional and economic factors, including obsolescence. The preliminary values assigned to the intangible assets (leasehold interest) and below market contracts were calculated using the income method by applying a discounted cash flow model to the differences between the forecasted cash flows and market rates. The significant estimates and assumptions used in calculating these estimates are generally unobservable in the marketplace and reflect management’s estimates of assumptions that market participants would use. Accordingly, we have determined that the fair values assigned to the assets and liabilities acquired in the LEEVAC transaction fall within Level 3 of the fair value hierarchy.

Impairment of Assets held for sale - During the third quarter of 2015, we recorded an impairment on assets held for sale consisting of a partially constructed topside, related valves, piping and equipment that we acquired from a customer following its default under a contract for a deepwater project in 2012. Due to the sustained downturn in the oil and gas industry, our ability to effectively market these assets had been significantly limited and potential buyers were no longer expressing interest in the assets. As a result, we reassessed our estimate of fair value and recorded an impairment of $6.6 million. We reclassified the asset’s net realizable value of $3.7 million to inventory based on the estimated scrap value of these materials. We intend to use this inventory on future construction projects at our various fabrication facilities. We determined that our impairment of assets held for sale is a non-recurring fair value measurement that falls within Level 3 of the fair value hierarchy.

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NOTE 6 – EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY

Earnings per Share:

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016		2015
Basic and diluted:
Numerator:
Net Income (loss)	$	541	$	(12,137	)	$	7,069	$	(10,697	)
Less: Distributed and undistributed income (unvested restricted stock)	2		24			70		71
Net income attributable to common shareholders	$	539	$	(12,161	)	$	6,999	$	(10,768	)
Denominator:
Weighted-average shares⁽¹⁾	14,633		14,543			14,621		14,541
Basic and diluted earnings (loss) per share - common shareholders	$	0.04	$	(0.84	)	$	0.48	$	(0.74	)

______________

(1) We have no dilutive securities.

NOTE 7 – LINE OF CREDIT

We have a credit agreement with Whitney Bank and JPMorgan Chase Bank N.A. that provides for an $80.0 million revolving credit facility maturing January 2, 2017. The credit agreement allows the Company to use up to the full amount of the available borrowing base for letters of credit and up to $20.0 million for general corporate purposes. Our obligations under the credit agreement are secured by substantially all of our assets, other than real property located in the state of Louisiana. On February 29, 2016, we entered into an amendment to our credit agreement.

The amendment (i) extends the term of the credit agreement from February 29, 2016 to January 2, 2017; (ii) increases the commitment fee on undrawn amounts from 0.25% to 0.50% per annum; (iii) increases the letter of credit fee, subject to certain limited exceptions, to 2.00% per annum on undrawn stated amounts under letters of credit issued by the lenders; and (iv) limits the maximum amount of loans outstanding at any time for general corporate purposes to $20.0 million. Amounts borrowed under our the credit agreement bear interest, at our option, at either the prime lending rate established by JPMorgan Chase Bank, N.A. or LIBOR plus 2.0 percent. Under the amendment, our financial covenants beginning with the quarter ending March 31, 2016 are as follows:


(i)	minimum net worth requirement of not less than $250.0 million plus:


a)	50% of net income earned in each quarter beginning March 31, 2016, and


b)	100% of proceeds from any issuance of common stock;


(ii)	debt to EBITDA ratio not greater than 3.0 to 1.0; and


(iii)	interest coverage ratio not less than 2.0 to 1.0.

NOTE 8 - SEGMENT DISCLOSURES

In connection with the LEEVAC transaction (See Note 2), management restructured the operation of our business units into three divisions which we believe meet the criteria of reportable segments under GAAP. These segments consist of Fabrication, Shipyards and Services.

- 12 -

Fabrication - Our Fabrication division primarily fabricates structures such as offshore drilling and production platforms and other steel structures for customers in the oil and gas industries including jackets and deck sections of fixed production platforms along with pressure vessels. Our Fabrication segment also fabricates structures for alternative energy customers (such as the five jackets and piles we constructed for a shallow water wind turbine project off the coast of Rhode Island during 2015) as well as LNG facilities. We perform these activities out of our fabrication yards in Houma, Louisiana and Ingleside, Texas.

Shipyards - Our Shipyards division primarily fabricates and repairs marine vessels including offshore supply vessels, anchor handling vessels, lift boats, tugboats, and towboats. Our Shipyards division also constructs and owns dry docks to lift marine vessels out of the water in order to make repairs or modifications. Our marine repair activities include steel repair, blasting and painting services, electrical systems repair, machinery and piping system repairs, and propeller, shaft and rudder reconditioning. Our Shipyards division also performs conversion projects that consist of lengthening or modifying the use of existing vessels to enhance their capacity or functionality. We perform these activities out of our facilities in Houma, Jennings and Lake Charles, Louisiana.

Services - Our Services division primarily provides interconnect piping services on offshore platforms and inshore structures. Interconnect piping services involve sending employee crews to offshore platforms in the Gulf of Mexico to perform welding and other activities required to connect production equipment, service modules and other equipment on a platform. We also contract with oil and gas companies that have platforms and other structures located in the inland lakes and bays throughout the Southeast for various on-site construction and maintenance activities. In addition, our Services division can fabricate packaged skid units and provide various municipal and drainage projects, such as pump stations, levee reinforcement, bulkheads and other projects for state and local governments.

We generally evaluate the performance of, and allocate resources to, our segments based upon gross profit (loss) and operating income (loss). Segment assets are comprised of all assets attributable to each segment. Corporate administrative costs and overhead are generally allocated to our segments except for those costs that are not directly related to the operations of our divisions. Intersegment revenues are priced at the estimated fair value of work performed. Summarized financial information concerning our segments as of and for the three and nine months ended September 30, 2016 and 2015 is as follows (in thousands):



	Three Months Ended September 30, 2016
	Fabrication			Shipyards ^{(1), (2)}			Services		Corp. & Eliminations			Consolidated
Revenue	$	22,311		$	23,060		$	20,928	$	(915	)	$	65,384
Gross profit	532			1,877			2,850		—			5,259
Operating income (loss)	(949		)	(188		)	1,310		—			173

Total assets	285,320			75,779			100,781		(124,668		)	337,212
Depreciation expense	4,637			1,183			443		123			6,386
CAPEX	1,228			318			565		14			2,125



	Three Months Ended September 30, 2015
	Fabrication			Shipyards ⁽¹⁾		Services		Corp. & Eliminations			Consolidated
Revenue	$	32,133		$	12,936	$	23,487	$	(1,025	)	$	67,531
Gross profit (loss)	(14,009		)	1,937		4,235		—			(7,837		)
Operating income (loss)	(22,747		)	1,545		3,241		(274		)	(18,235		)

Total assets	363,710			54,726		90,567		(171,967		)	337,036
Depreciation expense	5,495			480		432		127			6,534
CAPEX	1,054			662		382		1			2,099

- 13 -



	Nine Months Ended September 30, 2016
	Fabrication			Shipyards ^{(1), (2)}		Services		Corp. & Eliminations			Consolidated
Revenue	$	70,436		$	86,553	$	76,179	$	(2,304	)	$	230,864
Gross profit	4,418			9,595		11,012		—			25,025
Operating income (loss)	(61		)	3,720		6,893		(160		)	10,392

Total assets	285,320			75,779		100,781		(124,668		)	337,212
Depreciation expense	14,081			3,507		1,342		332			19,262
CAPEX	2,539			534		1,612		730			5,415



	Nine Months Ended September 30, 2015
	Fabrication			Shipyards ⁽¹⁾		Services		Corp. & Eliminations			Consolidated
Revenue	$	137,431		$	47,177	$	70,987	$	(4,493	)	$	251,102
Gross profit (loss)	(14,055		)	6,022		10,449		—			2,416
Operating income (loss)	(27,681		)	4,779		7,441		(540		)	(16,001		)

Total assets	363,710			54,726		90,567		(171,967		)	337,036
Depreciation expense	16,554			1,438		1,297		385			19,674
CAPEX	2,737			998		1,243		74			5,052

____________

(1)

Included in our results of operations for our Shipyards segment were revenue and net income (loss) of $16.8 million and $(471,000), for the three months ended September 30, 2016, and $55.9 million and $280,000 for the nine months ended September 30, 2016, respectively, attributable to the assets and operations acquired in the LEEVAC transaction. No amounts were included in the comparable 2015 periods as the LEEVAC transaction was effective January 1, 2016. See also Note 2.


(2)	Revenue for the three and nine months ended September 30, 2016 includes $1.5 million and $4.1 million of non-cash amortization of deferred revenue, respectively, related to the values assigned to contracts acquired in the LEEVAC transaction.

NOTE 9 – SUBSEQUENT EVENTS

On October 27, 2016, our Board of Directors declared a dividend of $0.01 per share on our shares of common stock outstanding, payable November 23, 2016 to shareholders of record on November 10, 2016.

On October 21, 2016, a customer of our Shipyards’ segment announced it had received limited waivers from its lenders and noteholders through November 11, 2016 with respect to noncompliance with certain financial covenants included in the customer’s debt agreements. The customer also announced its debt agreements will require further negotiation and amendment. In the event our customer is unsuccessful in these efforts, the customer will consider other options including a possible reorganization under Chapter 11 of the Federal bankruptcy laws. At September 30, 2016, no contracts receivable were outstanding and deferred revenue exceeded our costs and estimated earnings in excess of billings on this contract. We continue to monitor our work performed in relation to our customer’s status and its ability to pay under the terms of its contract. Based on our evaluation to date, we do not believe that any loss on this contract is probable or estimable at this time.

- 14 -

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

Forward-Looking Statements

Statements under “Backlog,” “Results of Operations” and “Liquidity and Capital Resources” and other statements in this report and the exhibits hereto that are not statements of historical fact are forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results and outcomes to differ materially from the results and outcomes predicted in such forward-looking statements. Investors are cautioned not to place undue reliance upon such forward-looking statements. Important factors that may cause our actual results to differ materially from expectations or projections include those described in Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Executive Summary

Oil and gas price volatility has created significant uncertainty in global equity prices and overall market fundamentals within the energy industry. The continued downturn in oil and gas prices presents continued challenges in the near-term. Reductions in capital spending by our customers in the global oil and gas industry, relative to the already reduced spending levels in the prior year for exploration and production, introduces additional uncertainty to short and long-term demand in offshore oil and gas project activity. The results of these actions have had an adverse effect on our overall backlog levels and created challenges with respect to our ability to operate our fabrication facilities at desired utilization levels.

We continue to respond to decreases in capital spending by our customers by reducing our own discretionary spending. Since the beginning of 2016, wage adjustments along with employee benefit reductions and overall cost reductions in all of our facilities have been implemented along with continued examination of all potential cost reductions associated with our business segments. We have reduced the level of our workforce based on booked work in all of our facilities and will continue to do so, as necessary. We continue to evaluate opportunities to dispose of assets that are either underperforming or not expected to provide sufficient long-term value.

From a marketing perspective, we have increased our focus on fabrication projects outside of the oil and gas sector, including certain large petrochemical plant module work, alternative energy fabrication projects, and other projects that are less susceptible to fluctuations in oil and gas prices. Opportunities for Shipyard related projects remain strong with projects ranging from river cruise vessels to brown water tugs and river barges. Opportunities for our Services segment are expected to remain steady, consistent with current levels.

With no debt and $55.6 million in cash, we will continue to conserve our cash due to the uncertainty of both the severity and duration of the current oil and gas market downturn. We will, however, continue to explore opportunities for mergers or acquisitions that may exist. Our recent acquisition of substantially all of LEEVAC's assets, as further discussed below, has provided assets and operations that are complementary to our existing marine fabrication business at an attractive value. The transaction provides us with more diversified product offerings and added approximately $121.2 million of new build construction backlog inclusive of approximately $9.2 million of purchase price fair value allocated to four, new build construction projects to be delivered in 2017 and 2018 for two customers.

As previously disclosed, Jeff Favret has resigned from his position as Chief Financial Officer for the Company. This was due to personal reasons and not related to any disputes or disagreements with the Company. The company has retained his services as Manager of Strategic Alternatives and Initiatives. Kirk Meche, our President and Chief Executive Officer, has assumed the role of Interim-Chief Financial Officer with an executive search underway for a new permanent Chief Financial Officer.

During the third and fourth quarters of 2015, we recorded contract losses of $24.5 million related to a decrease in the contract price due to final weight re-measurements and our inability to recover certain costs on disputed change orders related to a large deepwater project that was delivered in November 2015. No amounts with respect to these disputed change orders are included on our balance sheet or recognized as revenue in our consolidated statement of operations as of and for the three and nine months ended September 30, 2016. In the second quarter of 2016, we initiated legal action to recover our costs from these disputed change orders. We can give no assurance that our actions will be successful or that we will recover all or any portion of these contract losses from our customer.

- 15 -

Table of Contents

LEEVAC Transaction

On January 1, 2016, we acquired substantially all of the assets and assumed certain specified liabilities of LEEVAC Shipyards, L.L.C. and its affiliates (“LEEVAC”). The purchase price for the acquisition was $20.0 million, subject to a working capital adjustment whereby we received a dollar-for-dollar reduction for the assumption of certain net liabilities of LEEVAC and settlement payments received from sureties on certain ongoing fabrication projects that were assigned to us in the transaction. After taking into account these adjustments, we received approximately $1.6 million in cash at closing. Additionally, we hired 380 employees upon acquisition of the facilities representing substantially all of the former LEEVAC employees. During the quarter, we presented our working capital true-up to the seller, which resulted in an additional $1.5 million due to us.

Strategically, the acquisition expands our marine fabrication and repair and maintenance presence in the Gulf South market, further diversifies our fabrication capabilities and added approximately $121.2 million of new build construction backlog inclusive of approximately $9.2 million of purchase price fair value allocated to four, new build construction projects to be delivered in 2016 and 2017 for two customers. A description of the primary fabrication facility leases and subleases assumed and equipment acquired is as follows:

•

Lake Charles - Subleased facilities from a third party for a 10 acre complex 17 miles from the Gulf of Mexico on the Calcasieu River near Lake Charles, LA. The Lake Charles complex includes 1,100 feet of bulkhead water frontage with a water depth of 40 feet located one mile from the main ship channel and the Gulf Intracoastal Waterway and is located near multiple petrochemical plants. The sublease, including exercisable renewal options (subject to sublessor renewals), extends through July 2038.

•

Houma - Leased facilities from the former owner of LEEVAC Shipyards, currently the Senior Vice President of our Shipyards division, for a 35 acre complex 26 miles from the Gulf of Mexico near Houma, LA. The lease expires on the later of December 31, 2016 or 90 days following the completion of the first of two vessels currently under construction at the facility, but no later than August 31, 2017. Upon expiration, we will have the option to extend the lease at market rates.


•	Machinery and equipment - Includes a new plasma cutter installed in 2013, eight crawler cranes ranging from 65-230 tons, 8 track cranes, 10 overhead cranes, six dry docks ranging from 1,500 to 3,500 tons, and a 200 ton module transporter.

Operating Segments

In connection with the LEEVAC transaction, management restructured the operations of our business units into three divisions which we believe meet the criteria of reportable segments under GAAP. These segments consist of Fabrication, Shipyards and Services.

- 16 -

Table of Contents

Critical Accounting Policies and Estimates

For a discussion of critical accounting policies and estimates we use in the preparation of our Consolidated Financial Statements, refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2015. There have been no changes in our evaluation of our critical accounting policies since December 31, 2015.

Backlog

Our backlog is based on management’s estimate of the direct labor hours required to complete, and the remaining revenue to be recognized with respect to those projects for which a customer has authorized us to begin work or purchase materials pursuant to written contracts, letters of intent or other forms of authorization. As engineering and design plans are finalized or changes to existing plans are made, management’s estimate of the direct labor hours required to complete a project and the price of a project at completion is likely to change.

All projects currently included in our backlog are generally subject to suspension, termination, or a reduction in scope at the option of the customer, although the customer is required to pay us for work performed and materials purchased through the date of termination, suspension, or reduction in scope. In addition, customers have the ability to delay the execution of projects.

We continue to explore markets outside the oil & gas sector. We were recently awarded the fabrication of four modules associated with a U.S. ethane cracker project within our Fabrication segment. Included within our backlog is $60.4 million and approximately 602,000 labor hours associated with this project. We intend to perform this work at our Louisiana fabrication facilities.

- 17 -

Our backlog at September 30, 2016, June 30, 2016 and March 31, 2016 consisted of the following (in thousands, except for percentages):



	September 30, 2016				June 30, 2016				March 31, 2016
Segment	$'s		Labor hours		$'s			Labor hours	$'s			Labor hours
Fabrication	84,940		841		$	41,126		431	$	48,828		524
Shipyards	78,886		582		93,912			629	119,984			843
Services	17,386		163		22,540			209	28,316			308
Intersegment eliminations	—		—		(41		)	—	(60		)	—
Total backlog ⁽¹⁾	$	181,212	1,586		$	157,537		1,269	$	197,068		1,675

	Number		Percentage		Number			Percentage	Number			Percentage
Major customers ⁽²⁾	three		75.3	%	two			57.4%	three			70.0%

	$'s		Percentage		$'s			Percentage	$'s			Percentage
Deepwater locations	15,775		8.7	%	$	31,272		19.9%	$	41,269		20.9%
Foreign locations	13,519		7.5	%	$	15,917		10.1%	$	16,984		8.6%

Backlog is expected to be recognized in revenue during:	$'s		Percentage
2016 ⁽³⁾	71,841		39.6	%
2017 ⁽³⁾	87,255		48.2	%
2018 ⁽³⁾	22,116		12.2	%
	$	181,212

___________

Backlog as of September 30, 2016 includes commitments received through October 27, 2016. We exclude suspended projects from contract backlog that are expected to be suspended more than twelve months because resumption of work and timing of revenue recognition for these projects are difficult to predict. Our backlog also includes the new build construction that was acquired in the LEEVAC transaction on January 1, 2016. Included in our backlog at September 30, 2016, is $5.1 million of non-cash revenue related to purchase price fair value of contracts acquired in the LEEVAC transaction and included in deferred revenue in our consolidated Balance sheet at September 30, 2016.


2.	At September 30, 2016, projects for our three largest customers in terms of revenue backlog consisted of:


(i)	two large petroleum supply vessels for one customer in our Shipyards segment, which commenced in the second quarter of 2013 and will be completed during the first and second quarter of 2017;


(ii)	two large multi-purpose service vessels for one customer in our Shipyards segment, which commenced in the first quarter of 2014 and will be completed during the first and second quarter of 2018; and

(iii) the fabrication of four modules associated with a U.S. ethane cracker project.


3.	The timing of recognition of the revenue represented in our backlog is based on management’s current estimates to complete the projects. Certain factors and circumstances could cause changes in the amounts ultimately recognized and the timing of the recognition of revenue from our backlog.

Depending on the size of the project, the termination, postponement, or reduction in scope of any one project could significantly reduce our backlog and could have a material adverse effect on revenue, net income and cash flow.

As of September 30, 2016, we had 1,336 employees and 163 contract employees inclusive of 380 employees hired in the LEEVAC transaction, compared to 1,255 employees and 71 contract employees as of December 31, 2015.

- 18 -

Labor hours worked were 2.3 million during the nine months ended September 30, 2016, compared to 2.1 million for the nine months ended September 30, 2015. The overall increase in labor hours worked for the three months ended September 30, 2016 was due to 636,000 labor hours worked from projects acquired in the LEEVAC transaction partially offset by a reduction in fabrication activity due primarily to the downturn in the oil and gas industry.

Results of Operations

Our results of operations are affected primarily by our ability to effectively manage contracts to a successful completion along with producing maximum efficiencies as it relates to manhours.

Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015 (in thousands, except for percentages):

Consolidated



	Three Months Ended September 30,						Increase or (Decrease)
	2016			2015			Amount			Percent
Revenue	$	65,384		$	67,531		$	(2,147	)	(3.2	)%
Cost of revenue	60,125			75,368			(15,243		)	(20.2	)%
Gross profit (loss)	5,259			(7,837		)	13,096			167.1	%
Gross profit percentage	8.0%			(11.6)%
General and administrative expenses	5,086			3,798			1,288			33.9	%
Asset impairment	—			6,600			(6,600		)	n/a
Operating income	173			(18,235		)	18,408			100.9	%
Other income (expense):
Interest expense	(110		)	(39		)	(71		)
Interest income	12			8			4
Other income, net	599			—			599
	501			(31		)	532			1,716.1	%
Net income (loss) before income taxes	674			(18,266		)	18,940			103.7	%
Income taxes	133			(6,129		)	6,262			102.2	%
Net income (loss)	$	541		$	(12,137	)	$	12,678		104.5	%

Revenue - Our revenue for the three months ended September 30, 2016 and 2015 was $65.4 million and $67.5 million, respectively, representing a decrease of 3.2%. The decrease is primarily attributable to an overall decrease in work experienced in our fabrication yards as a result of depressed oil and gas prices and the corresponding reduction in customer demand for offshore projects in our Fabrication segment. During 2015, we completed the fabrication of a 1,200 foot jacket, piles and an approximate 450 short ton topside with no similar project in 2016. Our decrease in revenue earned from offshore fabrication work was partially offset by the results of the assets and operations acquired in the LEEVAC transaction (see LEEVAC Transaction above), which contributed $16.8 million in revenue for the three months ended September 30, 2016. Pass-through costs as a percentage of revenue were 33.8% and 45.3% for the three-months ended September 30, 2016 and 2015, respectively. Pass-through costs, as described in Note 3 of the Notes to Consolidated Financial Statements, are included in revenue but have no impact on the gross profit recognized on a project for a particular period.

Gross profit (loss)- Our gross profit (loss) for the three months ended September 30, 2016 and 2015 was $5.3 million (8.0% of revenue) and $(7.8) million, respectively. Our gross profit improved compared to third quarter of 2015 primarily due to contract losses of $14.3 million that were recorded during the third quarter of 2015 resulting from our inability to recover certain costs related to a deck and jacket for one of our deepwater projects. We had no such loss during the third quarter of 2016 and implemented cost cutting measures. This was partially offset by tighter margins within all of our segments due to a decrease in work as a result of the downturn in the oil and gas industry.

General and administrative expenses - Our general and administrative expenses were $5.1 million for the three months ended September 30, 2016, compared to $3.8 million for the three months ended September 30, 2015. The increase in general

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and administrative expenses for the three months ended September 30, 2016 was primarily attributable to the operations acquired in the LEEVAC transaction and bonus expense, partially offset by cost cutting efforts implemented during 2016.

Asset impairment - During the three months ended September 30, 2015, we recorded an asset impairment charge of $6.6 million related to a partially constructed topside, related valves, piping and equipment that we acquired from a customer following its default under a contract in 2012. Due to the sustained downturn in the energy sector, our ability to effectively market these assets was significantly limited, and we reassessed the asset’s net realizable value based on the estimated scrap value of the assets. We had no such impairments during the three months ended September 30, 2016.

Interest expense, net - The Company had net interest expense of $98,000 for the three months ended September 30, 2016 compared to net interest expense of $31,000 for the three months ended September 30, 2015. The increase was primarily driven by an increase in the cost of unused credit facility fees under our credit agreement.

Other income, net - Other income increased $599,000 for the three months ended September 30, 2016. The increase was primarily due to gains on sales of assets from our Fabrication division.

Income taxes - Our effective income tax rate for the three months ended September 30, 2016 was 19.7%, compared to an effective tax rate of 34.0% for the comparable period during 2015. The change in our effective rate is due to the decrease in our effective rate for the year-to-date period.

Operating Segments



Fabrication	Three Months Ended September 30,						Increase or (Decrease)
	2016			2015			Amount			Percent
Revenue	$	22,311		$	32,133		$	(9,822	)	(30.6	)%
Gross profit (loss)	$	532		$	(14,009	)	$	14,541		103.8	%
Gross profit percentage	2.4		%	(43.6		)%				46.0	%
General and administrative expenses	$	1,481		$	2,138		$	(657	)	(30.7	)%
Asset impairment	$	—		$	6,600		$	(6,600	)	n/a
Operating income (loss)	$	(949	)	$	(22,747	)

Revenue decreased $9.8 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015. The decrease is attributable to an overall decrease in work experienced in our fabrication yards as a result of depressed oil and gas prices and the corresponding reduction in customer demand for offshore fabrication projects.

Gross profit increased $14.5 million to $532,000 for the three months ended September 30, 2016 compared to a gross loss of $14.0 million for the three months ended September 30, 2015 due to contract losses of $14.3 million that were recorded during the third quarter of 2015 resulting from our inability to recover certain costs related to a deck and jacket for one of our deepwater projects. We had no such loss during the third quarter of 2016 and implemented cost cutting measures in response to decreases in work at our fabrication facilities.

General and administrative expenses decreased $657,000 for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 due to cost cutting measures implemented during 2016 in response to decreases in work at our fabrication facilities.

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Shipyards	Three Months Ended September 30,						Increase or (Decrease)
	2016			2015			Amount			Percent
Revenue ⁽¹⁾	$	23,060		$	12,936		$	10,124		78.3	%
Gross profit ⁽¹⁾	$	1,877		$	1,937		$	(60	)	(3.1	)%
Gross profit percentage	8.1		%	15.0		%				(6.9	)%
General and administrative expenses	$	2,065		$	392		$	1,673		426.8	%
Operating income (loss) ⁽¹⁾	$	(188	)	$	1,545

___________


(1)	Revenue for the three months ended September 30, 2016, includes $1.5 million of non-cash amortization of deferred revenue related to the values assigned to the contracts acquired in the LEEVAC transaction.

Revenue increased $10.1 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 due to the operations acquired in the LEEVAC transaction (see LEEVAC Transaction above), which contributed $16.8 million in revenue for the three months ended September 30, 2016.

Gross profit decreased $60,000 for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 due to tighter margins on new work and inefficiencies incurred on the contracts acquired in the LEEVAC transaction partially offset by savings realized from cost cutting measures implemented during 2016.

General and administrative expenses increased $1.7 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 primarily due to the expenses associated with the operations acquired in the LEEVAC transaction and bonus expense.



Services	Three Months Ended September 30,						Increase or (Decrease)
	2016			2015			Amount			Percent
Revenue	$	20,928		$	23,487		$	(2,559	)	(10.9	)%
Gross profit	$	2,850		$	4,235		$	(1,385	)	(32.7	)%
Gross profit percentage	13.6		%	18.0		%				(4.4	)%
General and administrative expenses	$	1,540		$	994		$	546		54.9	%
Operating income	$	1,310		$	3,241

Revenue decreased $2.6 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 due to the winding down of two large offshore service projects from the first half of 2016 and the downturn in the oil and gas industry.

Gross profit decreased $1.4 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 due to decreases in revenues and tighter margins on new work.

General and administrative expenses increased $546,000 for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 due to bonuses and additional administrative support added during the first half of 2016.

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Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015 (in thousands, except for percentages):

Consolidated



	Nine Months Ended September 30,						Increase or (Decrease)
	2016			2015			Amount			Percent
Revenue	$	230,864		$	251,102		$	(20,238	)	(8.1	)%
Cost of revenue	205,839			248,686			(42,847		)	(17.2	)%
Gross profit	25,025			2,416			22,609			935.8	%
Gross profit percentage	10.8%			1.0%
General and administrative expenses	14,633			11,817			2,816			23.8	%
Asset impairment	—			6,600			(6,600		)	n/a
Operating income (loss)	10,392			(16,001		)	26,393			164.9	%
Other income (expense):
Interest expense	(248		)	(126		)	(122		)
Interest income	20			21			(1		)
Other income, net	1,039			20			1,019
	811			(85		)	896			1,054.1	%
Net income (loss) before income taxes	11,203			(16,086		)	27,289			169.6	%
Income taxes	4,134			(5,389		)	9,523			176.7	%
Net income (loss)	$	7,069		$	(10,697	)	$	17,766		166.1	%

Revenue - Our revenue for the nine months ended September 30, 2016 and 2015 was $230.9 million and $251.1 million, respectively, representing a decrease of 8.1%. The decrease is primarily attributable to an overall decrease in work experienced in our fabrication yards primarily as a result of depressed oil and gas prices and the corresponding reduction in customer demand for offshore projects in our Fabrication segment. During 2015, we completed the fabrication of a 1,200 foot jacket, piles and an approximate 450 short ton topside with no similar project in 2016. Our decrease in revenue earned from offshore fabrication work was partially offset by the assets and operations acquired in the LEEVAC transaction (see LEEVAC Transaction above), which contributed $55.9 million in revenue for the nine months ended September 30, 2016. Pass-through costs as a percentage of revenue were 35.0% and 43.2% for the nine months ended September 30, 2016 and 2015, respectively. Pass-through costs, as described in Note 3 of the Notes to Consolidated Financial Statements, are included in revenue but have no impact on the gross profit recognized on a project for a particular period.

Gross profit - Our gross profit for the nine months ended September 30, 2016 and 2015 was $25.0 million (10.8% of revenue) and $2.4 million (1.0% of revenue), respectively. Our gross profit improved compared to 2015 primarily due to the LEEVAC transaction and contract losses of $14.3 million that were recorded during the third quarter of 2015 resulting from our inability to recover certain costs related to a deck and jacket for one of our deepwater projects. We had no such loss during the third quarter of 2016 and implemented cost cutting measures in response to decreases in work at our fabrication facilities.

General and administrative expenses - Our general and administrative expenses were $14.6 million for the nine months ended September 30, 2016, compared to $11.8 million for the nine months ended September 30, 2015. The increase in general and administrative expenses for the nine months ended September 30, 2016 was primarily attributable to:


•	an increase of stock-based compensation expense of $589,000,


•	bonuses, and


•	the LEEVAC transaction; partially offset by


•	cost cutting efforts implemented as a result of the downturn in the oil and gas industry.

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market these assets was significantly limited, and we reassessed the asset’s net realizable value based on the estimated scrap value of the assets. We had no such impairments during the nine months ended September 30, 2016.

Interest expense, net - The Company had net interest expense of $228,000 for the nine months ended September 30, 2016 compared to net interest expense of $105,000 for the nine months ended September 30, 2015. The increase in net interest expense for the nine months ended September 30, 2016 was primarily driven by an increase in the cost of unused credit facility fees under our credit agreement.

Other income, net - Other income increased $1.0 million for the nine months ended September 30, 2016. The increase was primarily due to gains of $924,000 related to the sale of three cranes at our Texas facility as well as sales of smaller assets by our Shipyards division.

Income taxes - Our effective income tax rate for the nine months ended September 30, 2016 was 36.9%, compared to an effective tax rate of 34.0% for the comparable period during 2015. The increase in our effective rate is due to the effect of state income taxes from income generated within Louisiana with no offsetting tax benefit from losses generated within Texas.

Operating Segments



Fabrication	Nine Months Ended September 30,						Increase or (Decrease)
	2016			2015			Amount			Percent
Revenue	$	70,436		$	137,431		$	(66,995	)	(48.7	)%
Gross profit (loss)	$	4,418		$	(14,055	)	$	18,473		131.4	%
Gross profit (loss) percentage	6.3		%	(10.2		)%				16.5	%
General and administrative expenses	$	4,479		$	7,026		$	(2,547	)	(36.3	)%
Asset impairment	$	—		$	6,600		$	(6,600	)	n/a
Operating income (loss)	$	(61	)	$	(27,681	)

Revenue decreased $67.0 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. The decrease is attributable to an overall decrease in work experienced in our fabrication yards as a result of depressed oil and gas prices and the corresponding reduction in customer demand for offshore fabrication projects. During 2015, we completed the fabrication of a 1,200 foot jacket, piles and an approximate 450 short ton topside with no similar project in 2016.

Gross profit increased $18.5 million to $4.4 million for the nine months ended September 30, 2016 compared to a gross loss of $14.1 million for the nine months ended September 30, 2015. The increase is due to contract losses of $14.3 million that were recorded during the third quarter of 2015 resulting from our inability to recover certain costs related to a deck and jacket for one of our deepwater projects. We had no such loss during the third quarter of 2016 and implemented cost cutting measures in response to decreases in work at our fabrication facilities.

General and administrative expenses decreased $2.5 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 due to cost cutting measures implemented during 2016 in response to decreases in work at our fabrication facilities.

Asset impairment - During the nine months ended September 30, 2015, we recorded an asset impairment charge of $6.6 million related to a partially constructed topside, related valves, piping and equipment that we acquired from a customer following its default under a contract in 2012. Due to the sustained downturn in the energy sector, our ability to effectively market these assets was significantly limited, and we reassessed the asset’s net realizable value based on the estimated scrap value of the assets. We had no such impairments during the nine months ended September 30, 2016.

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Shipyards	Nine Months Ended September 30,						Increase or (Decrease)
	2016			2015			Amount		Percent
Revenue ⁽¹⁾	$	86,553		$	47,177		$	39,376	83.5	%
Gross profit ⁽¹⁾	$	9,595		$	6,022		$	3,573	59.3	%
Gross profit percentage	11.1		%	12.8		%			(1.7	)%
General and administrative expenses	$	5,875		$	1,243		$	4,632	372.6	%
Operating income ⁽¹⁾	$	3,720		$	4,779

____________


(1)	Revenue for the nine months ended September 30, 2016, includes $4.1 million of non-cash amortization of deferred revenue related to the values assigned to the contracts acquired in the LEEVAC transaction.

Revenue increased $39.4 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 due to the assets and operations acquired in the LEEVAC transaction (see LEEVAC Transaction above), which contributed $55.9 million in revenue for the nine months ended September 30, 2016. The increase was partially offset by decreases in work due to the downturn in the oil and gas industry.

Gross profit increased $3.6 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 due to the LEEVAC transaction as well as increases in profitability estimates for other jobs in progress due to cost cutting measures.

General and administrative expenses increased $4.6 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 due to the expenses associated with the operations acquired in the LEEVAC transaction and bonuses.



Services	Nine Months Ended September 30,						Increase or (Decrease)
	2016			2015			Amount		Percent
Revenue	$	76,179		$	70,987		$	5,192	7.3	%
Gross profit	$	11,012		$	10,449		$	563	5.4	%
Gross profit percentage	14.5		%	14.7		%			(0.2	)%
General and administrative expenses	$	4,119		$	3,008		$	1,111	36.9	%
Operating income	$	6,893		$	7,441

Revenue increased $5.2 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 due to increases in the scope of two large offshore service projects during the first half of 2016.

Gross profit increased $563,000 for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 due to increases in revenues and improved absorption of fixed costs resulting from an increase in labor hours worked.

General and administrative expenses increased $1.1 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 due to additional administrative support costs related to increases in activity and bonuses.

Liquidity and Capital Resources

Historically, we have funded our business activities through cash generated from operations. At September 30, 2016 we had no amounts outstanding under our credit facility, $4.5 million in outstanding letters of credit, and cash and cash equivalents totaling $55.6 million, compared to $34.8 million at December 31, 2015. Working capital was $79.8 million and our ratio of current assets to current liabilities was 2.83 to 1 at September 30, 2016. Our primary source of cash for the nine months ended September 30, 2016, was related to the collection of accounts receivable under various customer contracts and sales of three cranes at our Texas facility for $5.8 million. At September 30, 2016, our contracts receivable balance was $26.6 million of which we have subsequently collected $12.1 million through October 31, 2016.

On January 1, 2016, we acquired substantially all of the assets and assumed certain specified liabilities of LEEVAC. The purchase price for the acquisition was $20.0 million, subject to a working capital adjustment whereby we received a dollar-for-

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dollar reduction for the assumption of certain net liabilities of LEEVAC at closing and settlement payments from sureties on certain ongoing fabrication projects that were assigned to us in the transaction. After taking into account these adjustments, we received approximately $1.6 million in cash at closing. During the quarter, we presented our working capital true-up to the seller, which resulted in an additional $1.5 million due to us. Additionally, we hired 380 employees upon acquisition of the facilities representing substantially all of the former LEEVAC employees. Strategically, the transaction expands our marine fabrication and repair and maintenance presence in the Gulf South market. At the date of transaction, we acquired approximately $121.2 million of new build construction backlog inclusive of approximately $9.2 million of purchase price fair value allocated to four, new build construction projects to be delivered in 2017 and 2018 for two customers.

As of September 30, 2016, we had a credit agreement with Whitney Bank and JPMorgan Chase Bank N.A. that provides for an $80.0 million revolving credit facility maturing January 2, 2017. The credit agreement allows the Company to use up to the full amount of the available borrowing base for letters of credit and up to $20.0 million for general corporate purposes. Our obligations under the credit agreement are secured by substantially all of our assets, other than real property located in the state of Louisiana. On February 29, 2016, we entered into an amendment to our credit agreement. The amendment (i) extends the term of the Credit Facility from February 29, 2016 to January 2, 2017; (ii) increases the commitment fee on undrawn amounts from 0.25% to 0.50% per annum; (iii) increases the letter of credit fee, subject to certain limited exceptions, to 2.00% per annum on undrawn stated amounts under letters of credit issued by the lenders; and (iv) limits the maximum amount of loans outstanding at any time for general corporate purposes to $20.0 million. Amounts borrowed under our the credit agreement bear interest, at our option, at either the prime lending rate established by JPMorgan Chase Bank, N.A. or LIBOR plus 2.0 percent. Under the amendment our financial covenants beginning with the quarter ending March 31, 2016 as follows:


(i)	minimum net worth requirement of not less than $250.0 million plus


a)	50% of net income earned in each quarter beginning March 31, 2016 and


b)	100% of proceeds from any issuance of common stock;


(ii)	debt to EBITDA ratio not greater than 3.0 to 1.0; and


(iii)	interest coverage ratio not less than 2.0 to 1.0.

At September 30, 2016, no amounts were outstanding under the credit facility, and we had outstanding letters of credit totaling $4.5 million, reducing the unused portion of our credit facility for additional letters of credit to $75.5 million. As of September 30, 2016, we were in compliance with all covenants. During the fourth quarter, we expect to enter into a two-year, $40.0 million amended and restated credit facility with our current lenders that will be secured by substantially all of our assets (other than real property). We anticipate the amended credit facility will allow us to use the full $40.0 million borrowing base for both letters of credit and general corporate purposes. Given the historically low levels of borrowings under our current facility and our cash position, we requested a reduction in the amount of available credit under our revolver from $80.0 million to $40.0 million to decrease the commitment fees payable to our lenders for the undrawn portion of the facility.

Our primary liquidity requirements are for the costs associated with servicing projects and capital expenditures in our Fabrication and Shipyards segments. In particular, as further discussed in Note 2 in our Notes to Consolidated Financial Statements, in connection with the LEEVAC transaction, we received at closing a net cash amount that included consideration for billings in excess of costs and estimated earnings on uncompleted contracts and other payments from sureties representing pre-payment on the partially constructed vessels totaling $21.9 million as adjusted for the working capital true-up. Consequently, there will be required cash outflows for costs associated with the prepaid amounts without corresponding milestone billings. We anticipate capital expenditures for the remainder of 2016 to be approximately $1.8 million primarily for the following:


•	extension of one of our dry docks, and


•	improvements to our newly acquired facilities.

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In February 2016, our Board of Directors approved a decrease in our quarterly dividend to $0.01 in an effort to conserve cash. On October 27, 2016, our Board of Directors declared a dividend of $0.01 per share on our shares of common stock outstanding, payable November 23, 2016 to shareholders of record on November 10, 2016.

We believe our cash and cash equivalents generated by operating activities and funds available under our credit facility will be sufficient to fund our capital expenditures, issue future letters of credit and meet our working capital needs for both the near and longer term to continue our operations, satisfy our contractual operations and pay dividends to our shareholders.

Cash Flow Activities

For the nine months ended September 30, 2016 net cash provided by operating activities was $19.3 million, compared to $18.7 million for the nine months ended September 30, 2015. The increase in cash provided by operations was primarily due to increased gross profit and collections of contract receivables during 2016 somewhat offset by payments required for trade payables during the nine months ended September 30, 2016 as compared to 2015.

Net cash provided by investing activities for the nine months ended September 30, 2016 was $2.0 million, compared to cash used in investing activities of $5.0 million for the nine months ended September 30, 2015. The increase in cash provided by investing activities is primarily due to cash received from the sale of three cranes at our Texas facility for $5.8 million and $1.6 million of cash acquired in the LEEVAC transaction.

Net cash used in financing activities for the nine months ended September 30, 2016 and 2015 was $440,000 and $4.4 million, respectively. The decrease is due to the reduction in the cash dividend in 2016.

Contractual Obligations

There have been no material changes from the information included in our Annual Report on Form 10-K for the year ended December 31, 2015. For more information on our contractual obligations, refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015.

Off-Balance Sheet Arrangements

There have been no material changes from the information included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in the Company’s market risks during the quarter ended September 30, 2016. For more information on market risk, refer to Part II, Item 7A. of our Annual Report on Form 10-K for the year ended December 31, 2015.

Item 4. Controls and Procedures.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is communicated to the Company’s management, including its Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s management, with the participation of the Company’s Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Interim Chief Financial Officer has concluded that the design and operation of our disclosure controls and procedures were effective as of the end of the period covered by this report.

There have been no changes during the fiscal quarter ended September 30, 2016 in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is subject to various routine legal proceedings in the normal conduct of its business primarily involving commercial claims, workers’ compensation claims, and claims for personal injury under general maritime laws of the United

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Table of Contents

States and the Jones Act. While the outcome of these lawsuits, legal proceedings and claims cannot be predicted with certainty, management believes that the outcome of any such proceedings, even if determined adversely, would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

Item 1A. Risk Factors.

There have been no material changes from the information included in Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Item 6. Exhibits.



2.1	Asset Purchase Agreement, dated December 23, 2015 by and among Gulf Island Shipyards, LLC, LEEVAC Shipyards, LLC and certain related affiliates, incorporated by reference to Exhibit 2.1 of the Company's Form 8-K filed on December 23, 2015.
3.1	Composite Articles of Incorporation of the Company, incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed April 23, 2009.
3.2	Bylaws of the Company, as amended and restated through April 26, 2012, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on April 30, 2012.
4.1	Specimen Common Stock Certificate, incorporated by reference to the Company’s Form S-1/A filed March 19, 1997 (Registration No. 333-21863).
10.1	Form of Long-Term Performance-Based Cash Award Agreement.
31	CEO and CFO Certification pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
32	Section 906 Certification furnished pursuant to 18 U.S.C. Section 1350.
99.1	Press release issued by the Company on October 27, 2016, incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K filed on October 27, 2016.
101	Attached as Exhibit 101 to this report are the following items formatted in XBRL (Extensible Business Reporting Language):

	(i)	Consolidated Balance Sheets,
	(ii)	Consolidated Statements of Operations,
	(iii)	Consolidated Statement of Changes in Shareholders’ Equity,
	(iv)	Consolidated Statements of Cash Flows and
	(v)	Notes to Consolidated Financial Statements.

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



GULF ISLAND FABRICATION, INC.

BY:	/s/ Kirk J. Meche
	Kirk J. Meche
	President, Chief Executive Officer, Director and Interim Chief Financial Officer, Treasurer and Secretary (Principal Executive Officer and Interim Principal Financial and Accounting Officer)

Date: November 2, 2016

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Table of Contents

GULF ISLAND FABRICATION, INC.

EXHIBIT INDEX



Exhibit Number	Description of Exhibit

2.1	Asset Purchase Agreement, dated December 23, 2015 by and among Gulf Island Shipyards, LLC, LEEVAC Shipyards, LLC and certain related affiliates, incorporated by reference to Exhibit 2.1 of the Company's Form 8-K filed on December 23, 2015.
3.1	Composite Articles of Incorporation of the Company, incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed April 23, 2009.
3.2	Bylaws of the Company, as amended and restated through April 26, 2012, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on April 30, 2012.
4.1	Specimen Common Stock Certificate, incorporated by reference to the Company’s Form S-1/A filed March 19, 1997 (Registration No. 333-21863).
10.1	Form of Long-Term Performance-Based Cash Award Agreement.
31	CEO and CFO Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
32	Section 906 Certification furnished pursuant to 18 U.S.C. Section 1350.
99.1	Press release issued by the Company on October 27, 2016, incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K filed on October 27, 2016.
101	Attached as Exhibit 101 to this report are the following items formatted in XBRL (Extensible Business Reporting Language):

	(i)	Consolidated Balance Sheets,
	(ii)	Consolidated Statements of Operations,
	(iii)	Consolidated Statement of Changes in Shareholders’ Equity,
	(iv)	Consolidated Statements of Cash Flows and
	(v)	Notes to Consolidated Financial Statements.

E-1