Gulf Island Fabrication, Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Acquisition (Tables)

Acquisition (Tables)

6 Months Ended

Jun. 30, 2025

Summary of Preliminary Allocation of Purchase Price

The following table summarizes our preliminary allocation of the Purchase Price as of the Acquisition Date (in thousands):


	Purchase Price Allocation
Tangible assets and liabilities:
Contract receivables and retainage, net	$	2,162
Contract assets	723
Prepaid expenses and other assets		92
Machinery and equipment(1)		708
Accounts payable		(461	)
Contract liabilities		(1,438	)
Accrued expenses and other liabilities		(75	)
Net tangible assets and liabilities		1,711
Intangible assets - trade name(2)		400
Goodwill(3)		1,389
Purchase Price	$	3,500

(1)

Represents acquired machinery, equipment and vehicles. The fair values of the assets were estimated based on third-party appraisals.

(2)

Represents the estimated fair value of the existing Englobal trade name for the Automation Business with an estimated life of 5 years. The fair value of the trade name was estimated using the relief-from-royalty method, which incorporated Level 3 inputs and calculated the hypothetical royalty fees that would be saved by owning an intangible asset rather than licensing it from another owner. This method forecasts revenue over the estimated useful life of the asset and applies a royalty rate, tax rate and discount rate to such revenue to calculate the discounted cash flows to arrive at the trade name value. Amortization expense for our intangible assets was not material for either the three or six months ended June 30, 2025, and at June 30, 2025, our intangible asset balance associated with the Englobal Acquisition totaled $0.4 million. Amortization expense is estimated to be $0.1 million for 2025 and approximately $0.1 million for each year thereafter through 2030.

(3)

The portion of the Purchase Price allocated to goodwill resides within our Automation Business, which is included within our Fabrication Division. See Note 1 for further discussion of our goodwill and reporting units.

Summary of Pro Forma Information

The following table presents the Pro Forma Information for the three and six months ended June 30, 2025 and 2024 (in thousands, except per share data):


	Three Months Ended June 30,					Six Months Ended June 30,
	2025			2024		2025		2024
Pro forma revenue(1)	$	39,122		$	46,084	$	83,214	$	93,340
Pro forma net income (loss)(2)		(1,086	)		1,122		1,907		6,032

Per share data:
Basic income (loss) per share	$	(0.07	)	$	0.07	$	0.12	$	0.37
Diluted income (loss) per share	$	(0.07	)	$	0.07	$	0.12	$	0.36

(1)

Revenue attributable to the Englobal Business prior to the Acquisition Date was $1.6 million, $4.8 million, $5.4 million and $9.2 million, for the three months ended June 30, 2025 and 2024, and six months ended June 30, 2025 and 2024, respectively. Revenue attributable to the Englobal Business subsequent to the Acquisition Date was $1.3 million for each of the three and six months ended June 30, 2025.

(2)

Net loss attributable to the Englobal Business prior to the Acquisition Date was $0.8 million, $0.8 million, $1.9 million and $1.6 million, for the three months ended June 30, 2025 and 2024, and six months ended June 30, 2025 and 2024, respectively. Net loss attributable to the Englobal Business subsequent to the Acquisition Date was $0.5 million for each of the three and six months ended June 30, 2025.