Gulf Island Fabrication, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

LINE OF CREDIT

LINE OF CREDIT

12 Months Ended

Dec. 31, 2017

On June 9, 2017, we entered into a $40 million credit agreement with a lending institution, as sole lender. The credit agreement matures June 9, 2019, and may be used for issuing letters of credit and/or general corporate and working capital purposes. Additionally, we amended our credit agreement with our lending institution on December 29, 2017, and then again on February 26, 2018, lowering the base tangible net worth requirement from the initial $230 million to $185 million in the minimum tangible net worth covenant. In addition, the Second Amendment to our credit agreement revises the calculation for the minimum tangible net worth covenant to include 50% of any gain attributable to the sale of our South Texas Properties and related equipment. We believe that the new facility, as amended, will provide us with additional working capital flexibility to expand operations as backlog improves, respond to market opportunities and support our ongoing operations.

Interest on drawings under our credit agreement may be designated, at our option, as either Base Rate (as defined in the credit agreement) or LIBOR plus 2.0% per annum. Unused commitment fees on the undrawn portion of the facility are 0.4% per annum, and interest on undrawn stated amounts under letters of credit issued by the lenders is 2.0% per annum. The credit agreement is secured by substantially all of our South Texas Properties and related equipment.

We must comply with the following financial covenants each quarter during the term of the facility:


i.	Ratio of current assets to current liabilities of not less than 1.25:1.00;


ii.	Minimum tangible net worth requirement of at least the sum of:


a)	$185 million, plus


b)	An amount equal to 50% of consolidated net income for each fiscal quarter ending after June 30, 2017, including 50% of any gain attributable to the sale of our South Texas Properties and related equipment (with no deduction for a net loss in any such fiscal quarter); plus


c)	100% of all net proceeds of any issuance of any stock or other equity after deducting of any fees, commissions, expenses and other costs incurred in such offering; and


iii.	Ratio of funded debt to tangible net worth of not more than 0.5:1.00.

Concurrent with our execution of the credit agreement, we terminated our prior credit agreement with our prior lending institution. At the time of the termination, there was approximately $4.6 million of letters of credit outstanding. All were reissued as new letters of credit under the credit agreement and accepted by the beneficiaries. As of December 31, 2017, there were approximately $5.5 million in letters of credit and no outstanding borrowings with availability under our credit agreement for future, additional letters of credit and borrowings of $34.5 million.

As of December 31, 2017, we had no borrowings under our credit agreement, and we were in compliance with all of our covenants. During January 2018, we subsequently drew $10 million under our credit agreement which remains outstanding as of March 9, 2018.