UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

 

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

For the quarterly period ended

June 30, 20202021

or

 

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.)

 

 

16225 Park Ten Place, Suite 300

Houston, Texas

 

77084

 

(Address of principal executive offices)

 

(Zip Code)

 

(713) 714-6100

(Registrant’s telephone number, including area code)

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

Gifi

Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such 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      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

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

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

Emerging Growth Company

 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

The number of shares of the registrant’s common stock, no par value per share, outstanding as of August 4, 2020,10, 2021, was 15,308,60415,535,225.

 

 

 


- i -


 

GULF ISLAND FABRICATION, INC.

I N D E X

 

 

 

 

 

Page

 

 

 

PART I

 

FINANCIAL INFORMATION

 

1

Item 1.

 

Financial Statements

 

1

 

 

Consolidated Balance Sheets at June 30, 20202021 (unaudited) and December 31, 20192020

 

1

 

 

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 20202021 and 20192020 (unaudited)

 

2

 

 

Consolidated Statements of Changes in Shareholders' Equity for the Three and Six Months Ended June 30, 20202021 and 20192020 (unaudited)

 

3

 

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 20202021 and 20192020 (unaudited)

 

4

 

 

Notes to Consolidated Financial Statements (unaudited)

 

5

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

1821

Item 4.

 

Controls and Procedures

 

3841

 

 

 

 

 

PART II

 

Other Information

 

39

41

Item 1.

 

Legal Proceedings

 

3941

Item 1A.

 

Risk Factors

 

39

Item 5.

Other Information

4041

Item 6.

 

Exhibits

 

4042

Signatures

 

4243

 

- iii -


 

GLOSSARY OF TERMS

 

As used in this report on Form 10-Q for the quarter ended June 30, 2020 ("2021 (“this Report"Report”), the following abbreviations and terms have the meanings as listed below. In addition, the terms “Gulf Island,” “the Company,” “we,” “us” and “our” refer to Gulf Island Fabrication, Inc. and its consolidated subsidiaries, unless the context clearly indicates otherwise. Certain terms defined below may be redefined separately within this Report when we believe providing a definition upon the first use of the term will assist users of this Report.  Unless and as otherwise stated, any references in this Report to any agreement means such agreement and all schedules, exhibits and attachments in each case as amended, restated, supplemented or otherwise modified to the date of filing this Report.

20192020 Annual Report

Our annual report for the year ended December 31, 2019,2020, filed with the SEC on Form 10-K on March 5, 2020.30, 2021.

 

 

ASU

Accounting Standards Update.

 

 

Balance Sheet

Our Consolidated Balance Sheets, as filed in this Report.

CARES Act

The Coronavirus Aid, Relief and Economic Security Act, as amended.

Closing Adjustment

The $8.0 million payment received on the Closing Date associated with the Shipyard Transaction, representing an estimate of the change in working capital for the Divested Shipyard Contracts from December 31, 2020 through the Closing Date.

Closing Adjustment

True-up

A post-closing reconciliation and true-up of the Closing Adjustment associated with the Shipyard Transaction based on actual changes in working capital for the Divested Shipyard Contracts from December 31, 2020 through the Closing Date compared to the Closing Adjustment.

Closing Date

The closing date of the Shipyard Transaction of April 19, 2021.

 

 

contract assets

Costs and estimated earnings recognized to date in excess of cumulative billings.

 

 

contract liabilities

Cumulative billings in excess of costs and estimated earnings recognized to date and accrued contract losses.

 

 

CARES Actcontracts in progress

The Coronavirus Aid, ReliefNet contract assets and Economic Security Act.contract liabilities on projects.

 

 

Covered Period

The eight-week period following the date of the PPP Loan of April 17, 2020.

 

 

Credit AgreementCOVID-19

Our $40.0 million revolving credit facility with Whitney Bank.The ongoing global coronavirus pandemic.

 

 

deck

The component of a platform on which drilling, production, separating, gathering, piping, compression, well support, crew quartering and other functions related to offshore oil and gas development are conducted.

 

 

labor hoursDeferred Transaction Price

Hours worked by employees directly involvedThe portion of the Transaction Price totaling $2.2 million that will be received upon Bollinger's collection of certain customer payments associated with the Divested Shipyard Contracts.

Divested Shipyard Contracts

Contracts and related obligations for our three research vessel projects and five towing, salvage and rescue ship projects that were included in the production of our products.Shipyard Transaction.

 

 

DTA(s)

Deferred Tax Asset(s).

 

 

EPC

Engineering, procurement and construction phases of a complex project that requires project management and coordination of these significant activities.

 

 

Exchange Act

Securities Exchange Act of 1934, as amended.

F&S Facility

Our Fabrication & Services Division’s facility located in Houma, Louisiana.

 

 

Fabrication & Services

Our Fabrication & Services Division (also referred to herein as F&S).

 

 

FASB

Financial Accounting Standards Board.

 

 

Financial Statements

Our Consolidated Financial Statements, including comparative Consolidated Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' Equity and Statements of Cash Flows, as filed in this Report.

 

 

Flexibility Act

The Paycheck Protection Program Flexibility Act of 2020, which amended the Cares Act.

GAAP

Generally Accepted Accounting Principles in the U.S.

 

 

Houma YardsGOM

Our Shipyard Division and Fabrication & Services Division facilities located in Houma, Louisiana.Gulf of Mexico.

- ii -


Gulf Coast

Along the coast of the Gulf of Mexico.

 

 

inland or inshore

Typically, bays, lakes and marshy areas.

 

 

jacket

A component of a fixed platform consisting of a tubular steel, braced structure extending from the mudline of the seabed to a point above the water surface. The jacket is anchored with tubular steel pilings driven into the seabed. The jacket supports the deck structure located above the water.

 

 

Jennings YardFacility

Our Shipyard Division's leased facility located near Jennings, Louisiana.Louisiana, which was closed in the fourth quarter 2020.

 

 

LIBORlabor hours

London Inter-Bank Offered Rate.Hours worked by employees directly involved in the production of our products.

Lake Charles Facility

Our Shipyard Division's leased facility located near Lake Charles, Louisiana, which was closed in the fourth quarter 2020.

LC Facility

Our $20.0 million letter of credit facility with Whitney Bank maturing June 30, 2023, as amended.

 

 

LNG

Liquified Natural Gas.

 

 

- ii -


modules

Fabricated structures including structural steel, piping, valves, fittings, storage vessels and other equipment that are incorporated into a refining, petrochemical, LNG or industrial system. These modules are prefabricated at our facilities and then transported to the customer's location for final integration.

 

 

mooring and breasting dolphinsMortgage Agreement

A fixed, steel support structure within or partMultiple indebtedness mortgage arrangement with a Surety, to secure our obligations and liabilities under our general indemnity agreement with the Surety associated with its outstanding surety bonds for certain contracts, which encumbers all remaining real estate that was not sold in connection with the Shipyard Transaction and includes certain covenants and events of a vessel docking/mooring facility that helps prevent movement of marine vessels while loading and unloading the vessel.default.

 

 

MPSVMPSV(s)

Multi-Purpose Support Vessel.

NOL(s)

Net operating loss(es) that are available to offset future taxable income, subject to certain limitations.Vessel(s).

 

 

offshore

In unprotected waters outside coastlines.

 

 

onshore

Inside the coastline on land.

OSV

Offshore Support Vessel.

 

 

performance obligation

A contractual obligation to construct and transfer a distinct good or service to a customer. It is the unit of account in Topic 606. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

 

 

Permissible Expenses

Expenses which may be paid using proceeds from the PPP Loan. Such expenses are limited to payroll costs, rent, utilities, mortgage interest and interest on other pre-existing indebtedness.

 

 

piles

Rigid tubular pipes that are driven into the seabed to support platforms.

 

 

PPP

Paycheck Protection Program administered by the SBA under the CARES Act.  

 

 

PPP Loan

Our $10.0 million loan from Whitney Bank issued pursuant to the PPP.

 

 

platform

A structure from which offshore oil and gas development drilling and production are conducted.

Restrictive Covenant Agreement

Restrictive covenant arrangement with a Surety, to secure our obligations and liabilities under our general indemnity agreement with the Surety associated with its outstanding surety bonds for certain contracts, which precludes us from making dividends or repurchasing shares of our common stock.

Retained Shipyard Contracts

Contracts and related obligations for our two forty-vehicle ferry projects, seventy-vehicle ferry project, and two MPSV projects that are subject to dispute, which were excluded from the Shipyard Transaction.

SBA

Small Business Administration.

SEC

U.S. Securities and Exchange Commission.

 

 

Shipyard

Our Shipyard Division.

 

 

SBAShipyard Facility

Small Business Administration.Our Shipyard Division’s owned facility located in Houma, Louisiana that was sold in connection with the Shipyard Transaction.

Shipyard Transaction

The sale of our Shipyard Division’s assets and certain construction contracts on April 19, 2021.

 

 

Statement of Cash Flows

Our Consolidated Statements of Cash Flows, as filed in this Report.

- iii -


 

 

Statement of Operations

Our Consolidated Statements of Operations, as filed in this Report.

 

 

Surety

A financial institution that issues bonds to customers on behalf of the Company for the purpose of providing third-party financial assurance related to the performance of our contracts.

 

 

T&M

Work performed and billed to the customer generally at contracted time and material rates, cost plus or other variable fee arrangements.

 

 

Topic 606

The revenue recognition criteria prescribed under ASU 2014-09, Revenue from Contracts with Customers.

 

 

Transaction Price

The base sales price of $28.6 million associated with the Shipyard Transaction.

U.S.

The United States of America.

 

 

Whitney Bank

Hancock Whitney Bank.

 

 

 

 

 

 

 

- iiiiv -


 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

GULF ISLAND FABRICATION, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

June 30,

2020

 

 

December 31,

2019

 

 

June 30,

2021

 

 

December 31,

2020

 

 

(Unaudited)

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

49,184

 

 

$

49,703

 

 

$

64,834

 

 

$

43,159

 

Restricted cash, current

 

 

9,637

 

 

 

 

Short-term investments

 

 

19,992

 

 

 

19,918

 

 

 

 

 

 

7,998

 

Contracts receivable and retainage, net

 

 

13,391

 

 

 

26,095

 

Contract receivables and retainage, net

 

 

13,737

 

 

 

14,089

 

Contract assets

 

 

77,860

 

 

 

52,128

 

 

 

2,371

 

 

 

5,098

 

Prepaid expenses and other assets

 

 

3,120

 

 

 

3,948

 

 

 

5,962

 

 

 

2,545

 

Inventory

 

 

2,761

 

 

 

2,676

 

 

 

1,772

 

 

 

2,157

 

Assets held for sale

 

 

8,107

 

 

 

9,006

 

 

 

1,800

 

 

 

6,200

 

Current assets of discontinued operations

 

 

2

 

 

 

66,116

 

Total current assets

 

 

174,415

 

 

 

163,474

 

 

 

100,115

 

 

 

147,362

 

Property, plant and equipment, net

 

 

72,376

 

 

 

70,484

 

 

 

29,720

 

 

 

31,178

 

Restricted cash, noncurrent

 

 

406

 

 

 

 

Noncurrent assets of discontinued operations

 

 

 

 

 

39,169

 

Other noncurrent assets

 

 

15,763

 

 

 

18,819

 

 

 

13,438

 

 

 

13,634

 

Total assets

 

$

262,554

 

 

$

252,777

 

 

$

143,679

 

 

$

231,343

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

62,062

 

 

$

61,542

 

 

$

9,427

 

 

$

12,362

 

Contract liabilities

 

 

26,973

 

 

 

26,271

 

 

 

8,206

 

 

 

10,262

 

Accrued expenses and other liabilities

 

 

8,167

 

 

 

10,031

 

 

 

8,197

 

 

 

6,682

 

Long-term debt, current

 

 

2,143

 

 

 

 

 

 

1,050

 

 

 

5,499

 

Current liabilities of discontinued operations

 

 

771

 

 

 

63,607

 

Total current liabilities

 

 

99,345

 

 

 

97,844

 

 

 

27,651

 

 

 

98,412

 

Long-term debt, noncurrent

 

 

7,857

 

 

 

 

 

 

8,950

 

 

 

4,501

 

Other noncurrent liabilities

 

 

1,933

 

 

 

2,248

 

 

 

1,739

 

 

 

2,068

 

Total liabilities

 

 

109,135

 

 

 

100,092

 

 

 

38,340

 

 

 

104,981

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, no par value, 5,000 shares authorized, 0 shares

issued and outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, 0 par value, 30,000 shares authorized, 15,309 shares issued

and outstanding at June 30, 2020 and 15,263 at December 31, 2019

 

 

11,155

 

 

 

11,119

 

Common stock, no par value, 30,000 shares authorized, 15,535 shares issued

and outstanding at June 30, 2021 and 15,359 at December 31, 2020

 

 

11,281

 

 

 

11,223

 

Additional paid-in capital

 

 

103,454

 

 

 

103,124

 

 

 

104,583

 

 

 

104,072

 

Retained earnings

 

 

38,810

 

 

 

38,442

 

Retained earnings (accumulated deficit)

 

 

(10,525

)

 

 

11,067

 

Total shareholders’ equity

 

 

153,419

 

 

 

152,685

 

 

 

105,339

 

 

 

126,362

 

Total liabilities and shareholders’ equity

 

$

262,554

 

 

$

252,777

 

 

$

143,679

 

 

$

231,343

 

 

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

- 1 -


 

GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share data)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue

 

$

59,974

 

 

$

80,456

 

 

$

138,529

 

 

$

148,061

 

 

$

24,268

 

 

$

31,988

 

 

$

48,053

 

 

$

69,667

 

Cost of revenue

 

 

61,677

 

 

 

82,054

 

 

 

140,486

 

 

 

149,106

 

 

 

23,164

 

 

 

32,716

 

 

 

47,028

 

 

 

70,863

 

Gross loss

 

 

(1,703

)

 

 

(1,598

)

 

 

(1,957

)

 

 

(1,045

)

Gross profit (loss)

 

 

1,104

 

 

 

(728

)

 

 

1,025

 

 

 

(1,196

)

General and administrative expense

 

 

3,722

 

 

 

3,987

 

 

 

7,466

 

 

 

7,821

 

 

 

3,093

 

 

 

3,370

 

 

 

5,880

 

 

 

6,681

 

Impairments and (gain) loss on assets held for sale

 

 

 

 

 

 

 

 

 

 

 

(70

)

Other (income) expense, net

 

 

1

 

 

 

(201

)

 

 

(9,933

)

 

 

(130

)

 

 

(380

)

 

 

1

 

 

 

(909

)

 

 

(10,033

)

Operating income (loss)

 

 

(5,426

)

 

 

(5,384

)

 

 

510

 

 

 

(8,666

)

 

 

(1,609

)

 

 

(4,099

)

 

 

(3,946

)

 

 

2,156

 

Interest (expense) income, net

 

 

(89

)

 

 

126

 

 

 

(36

)

 

 

388

 

 

 

(95

)

 

 

(89

)

 

 

(289

)

 

 

(36

)

Income (loss) before income taxes

 

 

(5,515

)

 

 

(5,258

)

 

 

474

 

 

 

(8,278

)

 

 

(1,704

)

 

 

(4,188

)

 

 

(4,235

)

 

 

2,120

 

Income tax (expense) benefit

 

 

(22

)

 

 

10

 

 

 

(106

)

 

 

(12

)

 

 

4

 

 

 

(22

)

 

 

15

 

 

 

(106

)

Income (loss) from continuing operations

 

 

(1,700

)

 

 

(4,210

)

 

 

(4,220

)

 

 

2,014

 

Loss from discontinued operations, net of taxes

 

 

(1,251

)

 

 

(1,327

)

 

 

(17,372

)

 

 

(1,646

)

Net income (loss)

 

$

(5,537

)

 

$

(5,248

)

 

$

368

 

 

$

(8,290

)

 

$

(2,951

)

 

$

(5,537

)

 

$

(21,592

)

 

$

368

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted income (loss) per common share

 

$

(0.36

)

 

$

(0.34

)

 

$

0.02

 

 

$

(0.55

)

Basic and diluted income (loss) from continuing operations

 

$

(0.11

)

 

$

(0.28

)

 

$

(0.27

)

 

$

0.13

 

Basic and diluted loss from discontinued operations

 

 

(0.08

)

 

 

(0.09

)

 

 

(1.12

)

 

 

(0.11

)

Basic and diluted income (loss) per share

 

$

(0.19

)

 

$

(0.36

)

 

$

(1.40

)

 

$

0.02

 

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

- 2 -


 

GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

(in thousands)

 

 

Common Stock

 

 

Additional

Paid-In

 

 

Retained

 

 

Total

Shareholders’

 

 

Common Stock

 

 

Additional

Paid-In

 

 

Retained

 

 

Total

Shareholders’

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Equity

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Equity

 

Balance at December 31, 2018

 

 

15,090

 

 

$

11,021

 

 

$

102,243

 

 

$

87,836

 

 

$

201,100

 

Balance at December 31, 2019

 

 

15,263

 

 

$

11,119

 

 

$

103,124

 

 

$

38,442

 

 

$

152,685

 

Net income

 

 

 

 

 

 

 

 

 

 

 

5,905

 

 

 

5,905

 

Vesting of restricted stock

 

 

27

 

 

 

(8

)

 

 

(65

)

 

 

 

 

 

(73

)

Stock-based compensation expense

 

 

 

 

 

10

 

 

 

85

 

 

 

 

 

 

95

 

Balance at March 31, 2020

 

 

15,290

 

 

 

11,121

 

 

 

103,144

 

 

 

44,347

 

 

 

158,612

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(3,042

)

 

 

(3,042

)

 

 

 

 

 

 

 

 

 

 

 

(5,537

)

 

 

(5,537

)

Vesting of restricted stock

 

 

146

 

 

 

(71

)

 

 

(643

)

 

 

 

 

 

(714

)

 

 

19

 

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

Stock-based compensation expense

 

 

 

 

 

56

 

 

 

504

 

 

 

 

 

 

560

 

 

 

 

 

 

34

 

 

 

311

 

 

 

 

 

 

345

 

Balance at March 31, 2019

 

 

15,236

 

 

 

11,006

 

 

 

102,104

 

 

 

84,794

 

 

 

197,904

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(5,248

)

 

 

(5,248

)

Stock-based compensation expense

 

 

 

 

 

79

 

 

 

707

 

 

 

 

 

 

786

 

Balance at June 30, 2019

 

 

15,236

 

 

$

11,085

 

 

$

102,811

 

 

$

79,546

 

 

$

193,442

 

Balance at June 30, 2020

 

 

15,309

 

 

$

11,155

 

 

$

103,454

 

 

$

38,810

 

 

$

153,419

 

 

 

Common Stock

 

 

Additional

Paid-In

 

 

Retained

 

 

Total

Shareholders’

 

 

Common Stock

 

 

Additional

Paid-In

 

 

Retained

 

 

Total

Shareholders’

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Equity

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Equity

 

Balance at December 31, 2019

 

 

15,263

 

 

$

11,119

 

 

$

103,124

 

 

$

38,442

 

 

$

152,685

 

Net income

 

 

 

 

 

 

 

 

 

 

 

5,905

 

 

 

5,905

 

Vesting of restricted stock

 

 

27

 

 

 

(8

)

 

 

(65

)

 

 

 

 

 

(73

)

Stock-based compensation expense

 

 

 

 

 

10

 

 

 

85

 

 

 

 

 

 

95

 

Balance at March 31, 2020

 

 

15,290

 

 

 

11,121

 

 

 

103,144

 

 

 

44,347

 

 

 

158,612

 

Balance at December 31, 2020

 

 

15,359

 

 

$

11,223

 

 

$

104,072

 

 

$

11,067

 

 

$

126,362

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(5,537

)

 

 

(5,537

)

 

 

 

 

 

 

 

 

 

 

 

(18,641

)

 

 

(18,641

)

Vesting of restricted stock

 

 

19

 

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

 

 

158

 

 

 

(9

)

 

 

(91

)

 

 

 

 

 

(100

)

Stock-based compensation expense

 

 

 

 

 

34

 

 

 

311

 

 

 

 

 

 

345

 

 

 

 

 

 

31

 

 

 

282

 

 

 

 

 

 

313

 

Balance at June 30, 2020

 

 

15,309

 

 

$

11,155

 

 

$

103,454

 

 

$

38,810

 

 

$

153,419

 

Balance at March 31, 2021

 

 

15,517

 

 

 

11,245

 

 

 

104,263

 

 

 

(7,574

)

 

 

107,934

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(2,951

)

 

 

(2,951

)

Vesting of restricted stock

 

 

18

 

 

 

(1

)

 

 

(7

)

 

 

 

 

 

(8

)

Stock-based compensation expense

 

 

 

 

 

37

 

 

 

327

 

 

 

 

 

 

364

 

Balance at June 30, 2021

 

 

15,535

 

 

$

11,281

 

 

$

104,583

 

 

$

(10,525

)

 

$

105,339

 

 

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

 

- 3 -


 

GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

Six Months Ended June 30,

 

 

Six Months Ended

June 30,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

368

 

 

$

(8,290

)

 

$

(21,592

)

 

$

368

 

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and lease asset amortization

 

 

4,287

 

 

 

4,974

 

 

 

3,215

 

 

 

4,287

 

Other amortization, net

 

 

31

 

 

 

26

 

 

 

15

 

 

 

31

 

Bad debt expense

 

 

 

 

 

59

 

Asset impairments

 

 

 

 

 

299

 

 

 

22,750

 

 

 

 

(Gain) loss on sale of assets held for sale, net

 

 

 

 

 

(369

)

Loss on Shipyard Transaction

 

 

2,581

 

 

 

 

(Gain) loss on sale of fixed assets and other assets, net

 

 

(5

)

 

 

(565

)

 

 

45

 

 

 

(5

)

Stock-based compensation expense

 

 

440

 

 

 

1,346

 

 

 

677

 

 

 

440

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contracts receivable and retainage, net

 

 

12,704

 

 

 

(896

)

Contract receivables and retainage, net

 

 

1,654

 

 

 

12,704

 

Contract assets

 

 

(25,732

)

 

 

(21,352

)

 

 

(4,561

)

 

 

(25,732

)

Prepaid expenses, inventory and other current assets

 

 

668

 

 

 

212

 

 

 

(676

)

 

 

668

 

Accounts payable

 

 

2,081

 

 

 

26,269

 

 

 

(11,020

)

 

 

2,081

 

Contract liabilities

 

 

702

 

 

 

(3,023

)

 

 

(5,324

)

 

 

702

 

Accrued expenses and other current liabilities

 

 

(1,840

)

 

 

(1,108

)

 

 

1,330

 

 

 

(1,840

)

Noncurrent assets and liabilities, net (including long-term retainage)

 

 

2,538

 

 

 

(466

)

 

 

(463

)

 

 

2,538

 

Net cash used in operating activities

 

 

(3,758

)

 

 

(2,884

)

 

 

(11,369

)

 

 

(3,758

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(7,745

)

 

 

(1,359

)

 

 

(921

)

 

 

(7,745

)

Proceeds from sale of property, plant and equipment

 

 

1,080

 

 

 

1,598

 

Proceeds from Shipyard Transaction, net of transaction costs

 

 

31,677

 

 

 

 

Proceeds from sale of property and equipment

 

 

4,439

 

 

 

1,080

 

Purchases of short-term investments

 

 

(19,991

)

 

 

(45,366

)

 

 

 

 

 

(19,991

)

Maturities of short-term investments

 

 

20,000

 

 

 

8,500

 

 

 

8,000

 

 

 

20,000

 

Net cash used in investing activities

 

 

(6,656

)

 

 

(36,627

)

Net cash provided by (used in) investing activities

 

 

43,195

 

 

 

(6,656

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from borrowings

 

 

10,000

 

 

 

 

 

 

 

 

 

10,000

 

Payment of financing cost

 

 

(31

)

 

 

(40

)

 

 

 

 

 

(31

)

Tax payments for vested stock withholdings

 

 

(74

)

 

 

(714

)

 

 

(108

)

 

 

(74

)

Net cash provided by (used in) financing activities

 

 

9,895

 

 

 

(754

)

 

 

(108

)

 

 

9,895

 

Net decrease in cash and cash equivalents

 

 

(519

)

 

 

(40,265

)

Cash and cash equivalents, beginning of period

 

 

49,703

 

 

 

70,457

 

Cash and cash equivalents, end of period

 

$

49,184

 

 

$

30,192

 

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

 

 

31,718

 

 

 

(519

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

43,159

 

 

 

49,703

 

Cash, cash equivalents and restricted cash, end of period

 

$

74,877

 

 

$

49,184

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Deferred Transaction Price receivable from Shipyard Transaction

 

$

2,200

 

 

$

 

 

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

 

- 4 -


 

GULF ISLAND FABRICATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 20202021

(Unaudited)

 

1.

1.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Gulf Island Fabrication, Inc. (together with its subsidiaries, “Gulf Island,” "the“the Company," "we," "us"” “we,” “us” and "our"“our”) is a leading fabricator of complex steel structures and modules and marine vessels, and a provider of project management, hookup, commissioning, repair, maintenance and civil construction services. Our customers include United States ("U.S.") and, to a lesser extent, international energy producers; refining, petrochemical, LNG, industrial and power operators; and marine operators; EPC companies; and certain agencies of the U.S. government.companies. We currently operate and manage our business through 2 operating divisions ("Shipyard"(“Fabrication & Services” and "Fabrication & Services"“Shipyard”) and 1 non-operating division ("Corporate"(“Corporate”), which represent our reportable segments. Our corporate headquarters is located in Houston, Texas withand our operating facilities are located in Houma, JenningsLouisiana. On April 19, 2021, we sold our Shipyard Division operating assets and Lake Charles, Louisiana.certain construction contracts (“Shipyard Transaction”) and intend to wind down our remaining Shipyard Division operations by mid-2022.  See “Basis of Presentation” below and Note 73 for further discussion of our realigned reportable segments and discussion of our anticipated closure of the Jennings Yard.

Significant projects in our backlog include the fabrication of an offshore jacket and deck, mooring and breasting dolphins, and modules for an offshore facility; material supply for an offshore jacket and deck; and construction of 2 harbor tugs, 3 regional class research vessels, 3 vehicle ferries, and 5 towing, salvage and rescue ships.  Projects completed in recent years include the expansion of a paddlewheel riverboat; fabrication of modules for a petrochemical facility and a meteorological tower and platform for an offshore wind project; and construction of 8 harbor tugs, an ice-breaker tug and 2 towboats. Other completed projects include the fabrication of wind turbine foundations for the first offshore wind project in the U.S.; and construction of 2 technologically-advanced OSVs, two of the largest liftboats servicing the Gulf of Mexico, one of the deepest production jackets in the Gulf of Mexico, and the first single point anchor reservoir hull fabricated in the U.S.Shipyard Transaction.

 

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements ("(“Financial Statements"Statements”) reflect all wholly owned subsidiaries.  Intercompany balances and transactions have been eliminated in consolidation.  The Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"(“GAAP”) for interim financial statements, the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the "SEC"“SEC”).  Accordingly, the Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements.  In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  Operating results for the three and six months ended June 30, 20202021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

2021. Our Consolidated Balance Sheet ("Balance Sheet") at December 31, 2019,2020, 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 Financial Statements and related footnotes included in our 20192020 Annual Report.

Liquidity Outlook

In recent years our operating resultsWe determined the Shipyard Division assets, liabilities and cash flows have been impacted by lower margins due to competitive pricing, a significant underutilization of our facilities and losses on certain projects.  As a result, we implemented initiatives to improve and maintain our liquidity (including further reducing the compensation of our executive officers and directors and reducing the size of our board), reduce our reliance on the fabrication of structures and marine vesselsoperations associated with the offshore oilShipyard Transaction, and gas sector, improveassociated with certain previously closed Shipyard Division facilities, to be discontinued operations in the second quarter 2021. Accordingly, such assets and liabilities at June 30, 2021, and operating results for the three and six months ended June 30, 2021, have been classified as discontinued operations on our resource utilizationConsolidated Balance Sheet (“Balance Sheet”) and centralize key project resources (includingConsolidated Statement of Operations (“Statement of Operations”), respectively. Our classification of these operations as discontinued requires retrospective application to financial information for all prior periods presented.  Therefore, such assets and liabilities at December 31, 2020, and operating results for the closurethree and six months ended June 30, 2020, have been recast and classified as discontinued operations on our Balance Sheet and Statement of Operations, respectively.  Discontinued operations are not presented separately on our Consolidated Statement of Cash Flows (“Statement of Cash Flows”).  Unless otherwise noted, the amounts presented throughout the notes to our Financial Statements relate to our continuing operations.  See Note 3 for further discussion of the Jennings YardShipyard Transaction and combination of our former Fabrication and Services Divisions), and improve our competitiveness and project execution. See Note 7 for discussion of our realigned reportable segments and discussion of our anticipated closure of the Jennings Yard. These initiatives are ongoing, and while our ability to achieve our goals has been negatively impacted by the coronavirus (“COVID-19”) and volatile oil prices (discussed further below) and while we can provide no assurances that the initiatives will achieve our desired results, we believe our cash, cash equivalents, short-term investments and availability under our Credit Agreement (defined in Note 4), will be sufficient to enable us to fund our operating expenses, meet our working capital and capital expenditure requirements, and satisfy any debt service obligations or other funding requirements, for at least twelve months from the filing date of this Report.

- 5 -


discontinued operations.

Operating Cycle

The duration of our contracts vary but typically extend beyond twelve months from the date of contract award. Consistent with industry practice, assets and liabilities have been classified as current under the operating cycle concept whereby all contract-related items are classified as current regardless of whether cash will be received or paid within a twelve-month period. Assets and liabilities classified as current, which may not be received or paid within the next twelve months, include contract retainage, contract assets and contract liabilities. Variations from normal contract terms may result in the classification of assets and liabilities as long-term.


- 5 -


Use of Estimates

General - The preparation of our Financial Statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities.��  We believe our most significant estimates and judgments are associated with revenue recognition for our contracts, including application of the percentage-of-completion method, estimating costs to complete each contract and the recognition of incentives, unapproved change orders, claims and liquidated damages; fair value and recoverability assessments that must be periodically performed with respect to long-lived assets and our assets held for sale; determination of deferred income tax assets, liabilities and related valuation allowances; reserves for bad debts; liabilities related to self-insurance programs; and the impacts of COVID-19 and volatile oil prices on our business, estimates and judgments as discussed further below. with:

revenue recognition for our contracts, including application of the percentage-of-completion method, estimating costs to complete each contract and the recognition of incentives, unapproved change orders, claims and liquidated damages;

fair value and recoverability assessments that must be periodically performed with respect to long-lived assets and our assets held for sale;

determination of deferred income tax assets, liabilities and related valuation allowances;

reserves for bad debts;

liabilities related to self-insurance programs; and

the impacts of the ongoing global coronavirus pandemic (“COVID-19”) and volatile oil prices on our business, estimates and judgments as discussed further below.

If the underlying estimates and assumptions upon which our Financial Statements are based change in the future, actual amounts may differ materially from those included in the Financial Statements.

COVID-19 and Volatile Oil Prices and COVID-19 -– For the last several years, the price of oil has been at depressed levels and/or experienced significant volatility, resulting in a significant and sustained reduction in capital spending and drilling activities from our traditional offshore oil and gas customer base.  Consequently, our operating results and cash flows have been negatively impacted as we experienced reductions in revenue, lower margins due to competitive pricing, significant under-utilization of our operating facilities and resources and losses on certain projects. Additionally, COVID-19 has added another layer of pressure and uncertainty on oil prices and our end markets, which has further impacted our operations. COVID-19 (including its new and emerging strains and variants) is a widespread public health crisis that continues to adversely affect global economies and financial markets globally. In Marchmarkets.

During 2020, our operations (as well as the World Health Organization declared COVID-19 a pandemicoperations of our customers, subcontractors and other counterparties) were negatively impacted by the U.S. President announced aphysical distancing, quarantine and isolation measures recommended by national, emergency relating to COVID-19. National, state and local authorities recommended social distancing and many authorities imposed quarantine and isolation measures on large portions of the population, includingand mandatory business closures.closures that were enacted in an attempt to control COVID-19. We continue to monitor the impact of COVID-19 on our operations and recognize that it could continue to negatively impact our business and results of operations during the remainder of 2021 and beyond. Even with widespread distribution of vaccines, hesitancy or resistance to the vaccines among certain groups, as well as uncertainty about their long-term efficacy or effectiveness against new COVID-19 strains and variants, remain. The extent to which our operations and financial performance will be impacted by COVID-19 during the remainder of 2021 will depend largely on future developments, including global availability and acceptance of the vaccines. Authorities Although authorities in some areas of the U.S. beganhave begun to relax these quarantine and isolation measures, a recent resurgence of COVID-19 infections in many regions ofrestrictions; however, if the country, including areas where we have our headquarters and operating facilities, hasor areas where our customers, subcontractors and other counterparties have operations, were to experience periods of resurgence in some instances causedthe numbers of cases of the virus, including through the spread of new, more contagious or deadly strains and variants of the virus, authorities to either defer the phasing out of thesemay reinstate restrictions, or re-impose quarantine and isolation measures. TheseThe measures taken, while intended to protect human life, have had and are expected to continue to have a significantserious adverse impact on domestic and foreign economies of uncertain severity and duration. On June 8, 2020,

The continued level of uncertainty means the National Bureau of Economic Research indicated that the U.S. economy entered a recession in February 2020, and the duration and severity of this recession is unclear at this time. The longer-term effectiveness of economic stabilization efforts, including government payments to affected citizens and industries, is uncertain. Moreover, governmental and commercial responses to COVID-19 has exacerbated the already weakened condition of the energy industry, further reducing the demand for oil, and further depressing and creating volatility in oil prices.  The extent to which COVID-19 and a low and volatile pricing environment for oil may adversely impact our business, prospects, financial condition, operating results and cash flows depends on future developments that are highly uncertain and unpredictable.  Theultimate business and financial impacts of these challenging conditionsCOVID-19 and volatility in oil prices cannot be reasonably estimated at this time, but have included, or may include, among other things, reduced bidding activity, suspension or termination of backlog, deterioration of customer financial condition, potential supply disruptions and unanticipated project costs due to project disruptions and schedule delays, lower labor productivity, increased employee and contractor absenteeism and turnover, craft labor hiring challenges, lack of performance by subcontractors and suppliers, and contract disputes. EventsManagement’s estimates in future periods will be revised for any events and changes in circumstances arising after the date of this Report resulting fromfor the impacts of COVID-19 and volatile oil prices, if any, will be reflected in management’s estimates for future periods.prices.

Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflects the assumed conversion of dilutive securities.  See Note 67 for calculations of our basic and diluted income (loss) per share.


- 6 -


Cash Equivalents, Restricted Cash and Short-Term Investments

Cash Equivalents - We consider investments with original maturities of three months or less when purchased to be cash equivalents.

Restricted Cash – At June 30, 2021, we had $10.0 million of restricted cash as security for letters of credit issued under our letter of credit facility (“LC Facility”) with Hancock Whitney Bank (“Whitney Bank”). In July 2021, $7.0 million of outstanding letters of credit expired and the associated cash restriction was released. Our restricted cash is held in an interest-bearing money market account with Whitney Bank. The classification of the restricted cash as current and noncurrent is determined by the contractual maturity dates of the letters of credit being secured, with letters of credit having maturity dates of twelve months or less from the balance sheet date classified as current, and letters of credit having maturity dates of longer than twelve months from the balance sheet date classified as noncurrent. We had 0 restricted cash at December 31, 2020. See Note 5 for further discussion of our cash security requirements under our LC Facility.

Short-Term Investments - We consider investments with original maturities of more than three months but less than twelve months to be short-term investments. AtWe had 0 short-term investments at June 30, 2021. At December 31, 2020, our short-term investments includeincluded U.S. Treasuries with original maturities of less than six months.  We intend to hold these investmentsmonths that were held until maturity, and it is not more likely than not that we would be required to sell the investments prior to their maturity.  The investments are stated at amortized cost, which approximates fair value due to their near-term maturities. All short-term investments are traded on active markets with quoted prices and represent level 1 fair value measurements.

- 6 -


Inventory

Inventory is recorded at the lower of its cost or net realizable value determined using the first-in-first-out basis.  The cost of inventory includes acquisition costs, production or conversion costs, and other costs incurred to bring the inventory to a current location and condition.  Net realizable value is our estimated selling price in the normal course of business, less reasonably predictable costs of completion, disposal and transportation.  An allowance for excess or inactive inventory is recorded based on an analysis that considers current inventory levels, historical usage patterns, estimates of future sales and salvage value.  

Allowance for Doubtful Accounts

In the normal course of business, we extend credit to our customers on a short-term basis and contract receivables are generally not collateralized; however, we typically have the right to place liens on our projects in the event of nonpayment by our customers. We routinely review individual contract receivable balances for collectibilitycollectability and make provisions for probable uncollectible amounts as necessary. Among the factors considered in our review are the financial condition of our customer and its access to financing, underlying disputes with the customer, the age and value of the receivable balance, and economic conditions in general. See Note 2 for further discussion of our allowance for doubtful accounts.

Stock-Based Compensation

Awards under our stock-based compensation plans are calculated using a fair value-based measurement method. We use the straight-line method to recognize share-based compensation expense over the requisite service period of the award.  We recognize the excess tax benefit or tax deficiency resulting from the difference between the deduction we receive for tax purposes and the stock-based compensation expense we recognize for financial reporting purposes created when common stock vests, as an income tax benefit or expense on our Statement of Operations.  

Tax payments made on behalf of employees to taxing authorities in order to satisfy employee income tax withholding obligations from the vesting of shares under our stock-based compensation plans are classified as a financing activity on our Statement of Cash Flows.

Assets Held for Sale

Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell. See Note 34 for further discussion of our assets held for sale.

Depreciation Expense

Property, plant and equipment are depreciated on a straight-line basis over estimated useful lives ranging from three to 25 years. Ordinary maintenance and repairs, which do not extend the physical or economic lives of the plant or equipment, are charged to expense as incurred.


- 7 -


Long-Lived Assets

Long-lived assets, which include property, plant and equipment and our lease assets included within other noncurrent assets, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.  If a recoverability assessment is required, we compare the estimated future undiscounted cash flow associated with the asset or asset group to its carrying amount to determine if an impairment exists. An asset group constitutes the minimum level for which identifiable cash flows are principally independent of the cash flows of other assets or asset groups. An impairment loss is measured by comparing the fair value of the asset or asset group to its carrying amount and recording the excess of the carrying amount of the asset or asset group over its fair value is recorded as an impairment charge. Fair value is determined based on discounted cash flows, appraised values or third-party indications of value, as appropriate. See Note 3 for further discussion of our long-lived asset impairments within our discontinued operations.

Leases

We record a right-of-use asset and an offsetting lease liability on our Balance Sheet equal to the present value of our lease payments for leases with an original term of longer than twelve months. We do not record an asset or liability for leases with an original term of twelve months or less and we do not separate lease and non-lease components for our leases. Our lease assets are reflected within other noncurrent assets, and the current and noncurrent portions of our lease liabilities are reflected within accrued expenses and other liabilities, and other noncurrent liabilities, respectively, on our Balance Sheet. For leases with escalations over the life of the lease, we recognize expense on a straight-line basis.

Fair Value Measurements

Fair value determinations for financial assets and liabilities are based on the particular facts and circumstances. Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement.  The three levels of the valuation hierarchy are as follows:

 

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.

- 7 -


 

Level 3 - inputs are based upon model-based valuation techniques for which significant assumptions are generally not observable in the market and typically reflect estimates and assumptions that we believe market participants would use in pricing the asset or liability. These include discounted cash flow models and similar valuation techniques.

The carrying amounts of our financial instruments, including cash and cash equivalents, short-term investments, accounts receivable and accounts payable approximate their fair values. Our fair value assessments for determining impairments of inventory, long-lived assets and assets held for sale are non-recurring fair value measurements that fall within Level 3 of the fair value hierarchy. See Note 34 for further discussion of our assets held for sale.

Revenue Recognition

General - Our revenue is derived from customer contracts and agreements that are awarded on a competitively bid and negotiated basis using a range of contracting options, including fixed-price, unit-rate and T&M.  Our contracts primarily relate to the fabrication and construction of steel structures, modules and marine vessels, and project management services and other service arrangements. We recognize revenue from our contracts in accordance with Accounting Standards Update ("ASU"(“ASU”) 2014-09, Topic 606 “Revenue from Contracts with Customers” ("(“Topic 606"606”).  

Topic 606 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. Additionally, provisions of Topic 606 specify which goods and services are distinct and represent separate performance obligations (representing the unit of account in Topic 606) within a contract and which goods and services (which could include multiple contracts or agreements) should be aggregated. In general, a performance obligation is a contractual obligation to construct and/or transfer a distinct good or service to a customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Revenue for performance obligations satisfied over time are recognized as the work progresses. Revenue for performance obligations that do not meet the criteria for over time recognition are recognized at a point-in-time when a performance obligation is complete and a customer has obtained control of a promised asset.

Fixed-Price and Unit-Rate Contracts - Revenue for our fixed-price and unit-rate contracts is recognized using the percentage-of-completion method based on contract costs incurred to date compared to total estimated contract costs (an input method).  Contract costs include direct costs, such as materials and labor, and indirect costs attributable to contract activity.  Material costs that are significant to

- 8 -


a contract and do not reflect an accurate measure of project completion are excluded from the determination of our contract progress. Revenue for such materials is only recognized to the extent of costs incurred.  Revenue and gross profit for contracts accounted for using the percentage-of-completion method can be significantly affected by changes in estimated cost to complete such contracts. Significant estimates impacting the cost to complete a contract include: forecast costs of engineering, materials, components, equipment and subcontracts; forecast costs of labor and subcontracts; labor productivity; schedule durations, including subcontractor and supplier progress; contract disputes, including claims; achievement of contractual performance requirements; and contingency, among others.  Although our customers retain the right and ability to change, modify or discontinue further work at any stage of a contract, in the event our customers discontinue work, they are required to compensate us for the work performed to date.  The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known, including, to the extent required, the reversal of profit recognized in prior periods and the recognition of losses expected to be incurred on contracts. Due to the various estimates inherent in our contract accounting, actual results could differ from those estimates, which could result in material changes to our Financial Statements and related disclosures. See Note 2 for further discussion of projects with significant changes in estimated margins during the three and six months ended June 30, 20202021 and 2019.2020.

T&M Contracts - Revenue for our T&M contracts is recognized at contracted rates when the work is performed, the costs are incurred and collection is reasonably assured. Our T&M contracts provide for labor and materials to be billed at rates specified within the contract. The consideration from the customer directly corresponds to the value of our performance completed at the time of invoicing.

Variable Consideration - Revenue and gross profit for contracts can be significantly affected by variable consideration, which can be in the form of unapproved change orders, claims, incentives and liquidated damages that may not be resolved until the later stages of the contract or after the contract has been completed. We estimate variable consideration based on the amount we expect to be entitled and include estimated amounts in transaction price to the extent it is probable that a significant future reversal of cumulative revenue recognized will not occur or when we conclude that any significant uncertainty associated with the variable consideration is resolved. See Note 2 for further discussion of unapproved change orders, claims, incentives and liquidated damages for our projects.  

Additional Disclosures - Topic 606 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. See Note 2 for required disclosures under Topic 606.

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Pre-Contract Costs

Pre-contract costs are generally charged to cost of revenue as incurred, but in certain cases their recognition may be deferred if specific probability criteria are met. At June 30, 20202021 and December 31, 2019,2020, we had 0 deferred pre-contract costs.

Other (Income) Expense, Net

Other (income) expense, net, generally represents recoveries or provisions for bad debts, gains or losses associated with the sale or disposition of property and equipment other than assets held for sale, and income or expense associated with certain nonrecurring items.  For the six months ended June 30, 2020, other (income) expense also includesincluded a gain of approximately $10.0 million associated with the settlement of a contract dispute in the first quarter 2020 for a project completed in 2015.

Income Taxes

Income taxes have been provided using the liability method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted rates expected to be in effect during the year in which the differences are expected to reverse. Due to changingstate income tax laws significantrelated to the apportionment of revenue for our projects, judgment is required to estimate the effective tax rate expected to apply to tax differences that are expected to reverse in the future.

A valuation allowance is provided to reserve for deferred tax assets ("(“DTA(s)") if, based upon the available evidence, it is more likely than not that some or all of the DTAs will not be realized. The realization of our DTAs depends on our ability to generate sufficient taxable income of the appropriate character and in the appropriate jurisdictions. Our effective tax rate differs from our statutory rate as 0 federal benefit was recorded for losses during the three and six months ended June 30, 2021 and three months ended June 30, 2020, as a full valuation allowance was recorded against our federal deferred tax assets generated during the periods, and as 0 federal expense was recorded for income during the six months ended June 30, 2020, as it was fully offset by the reversal of valuation allowance on our net deferred tax assets. Income taxes recorded for the three and six months ended June 30, 2021 and 2020 represent state income taxes.

Reserves for uncertain tax positions are recognized when we consider it more likely than not that additional tax will be due in excess of amounts reflected in our income tax returns, irrespective of whether or not we have received tax assessments.  Interest and penalties on uncertain tax positions are recorded within income tax expense.  

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New Accounting Standards

Income taxes – During the first quarter 2021, we adopted Accounting Standards Update (“ASU”) 2019-12, “Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general principles and simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enacted tax laws or rate changes. Adoption of the new standard did not have a material effect on our financial position, results of operations or related disclosures.

Financial instruments - In June 2016, the FASBFinancial Accounting Standards Board (“FASB”) issued ASU 2016-13, “Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments,” which changes the way companies evaluate credit losses for most financial assets and certain other instruments. For trade and other receivables, short-term investments, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. The new standard also requires enhanced disclosures, including the requirement to disclose the information used to track credit quality by year of origination for most financing receivables. ASU 2016-13 will be effective for us in the first quarter 2023. Early adoption of the new standard is permitted; however, we have not elected to early adopt the standard. The new standard is required to be applied using a cumulative-effect transition method. We are currently evaluating the effect that the new standard will have on our financial position, results of operations and related disclosures.

2.

Income taxes - In December 2019, the FASB issued ASU 2019-12, “Income Taxes,” to simplify the accounting for income taxes by removing certain exceptions to the general principles and simplify areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enacted tax laws or rate changes. The new standard will be effective for us in the first quarter 2021. We are currently evaluating the effect that the new standard will have on our financial position, results of operations and related disclosures.

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2. REVENUE, CONTRACT ASSETS AND LIABILITIES AND OTHER CONTRACT MATTERS

As discussed in Note 1, we recognize revenue from our contracts in accordance with Topic 606.  Summarized below are required disclosures under Topic 606 and other relevant guidance.

Disaggregation of Revenue

The following tables summarize revenue for each of our operating segments, disaggregated by contract type, for the three and six months ended June 30, 20202021 and 20192020 (in thousands):

 

 

Three Months Ended June 30, 2020

 

 

Three Months Ended June 30, 2021

 

Contract Type

 

Shipyard

 

 

F&S

 

 

Eliminations

 

 

Total

 

 

F&S

 

 

Shipyard

 

 

Eliminations

 

 

Total

 

Fixed-price and unit-rate(1)

 

$

33,513

 

 

$

20,853

 

 

$

(239

)

 

$

54,127

 

 

$

11,041

 

 

$

3,129

 

 

$

 

 

$

14,170

 

T&M(2)

 

 

375

 

 

 

4,455

 

 

 

 

 

 

4,830

 

 

 

9,254

 

 

 

 

 

 

 

 

 

9,254

 

Other

 

 

 

 

 

1,298

 

 

 

(281

)

 

 

1,017

 

 

 

932

 

 

 

 

 

 

(88

)

 

 

844

 

Total

 

$

33,888

 

 

$

26,606

 

 

$

(520

)

 

$

59,974

 

 

$

21,227

 

 

$

3,129

 

 

$

(88

)

 

$

24,268

 

 

 

Six Months Ended June 30, 2020

 

 

Six Months Ended June 30, 2021

 

Contract Type

 

Shipyard

 

 

F&S

 

 

Eliminations

 

 

Total

 

 

F&S

 

 

Shipyard

 

 

Eliminations

 

 

Total

 

Fixed-price and unit-rate(1)

 

$

77,815

 

 

$

45,410

 

 

$

(324

)

 

$

122,901

 

 

$

22,198

 

 

$

8,259

 

 

$

(8

)

 

$

30,449

 

T&M(2)

 

 

1,632

 

 

 

11,380

 

 

 

 

 

 

13,012

 

 

 

15,523

 

 

 

 

 

 

 

 

 

15,523

 

Other

 

 

 

 

 

3,259

 

 

 

(643

)

 

 

2,616

 

 

 

2,566

 

 

 

 

 

 

(485

)

 

 

2,081

 

Total

 

$

79,447

 

 

$

60,049

 

 

$

(967

)

 

$

138,529

 

 

$

40,287

 

 

$

8,259

 

 

$

(493

)

 

$

48,053

 

 

 

Three Months Ended June 30, 2019(3)

 

 

Three Months Ended June 30, 2020

 

Contract Type

 

Shipyard

 

 

F&S

 

 

Eliminations

 

 

Total

 

 

F&S

 

 

Shipyard

 

 

Eliminations

 

 

Total

 

Fixed-price and unit-rate(1)

 

$

39,093

 

 

$

29,470

 

 

$

(105

)

 

$

68,458

 

 

$

20,853

 

 

$

5,902

 

 

$

(239

)

 

$

26,516

 

T&M(2)

 

 

960

 

 

 

8,187

 

 

 

 

 

 

9,147

 

 

 

4,455

 

 

 

 

 

 

 

 

 

4,455

 

Other

 

 

 

 

 

2,996

 

 

 

(145

)

 

 

2,851

 

 

 

1,298

 

 

 

 

 

 

(281

)

 

 

1,017

 

Total

 

$

40,053

 

 

$

40,653

 

 

$

(250

)

 

$

80,456

 

 

$

26,606

 

 

$

5,902

 

 

$

(520

)

 

$

31,988

 

 

 

Six Months Ended June 30, 2019(3)

 

 

Six Months Ended June 30, 2020

 

Contract Type

 

Shipyard

 

 

F&S

 

 

Eliminations

 

 

Total

 

 

F&S

 

 

Shipyard

 

 

Eliminations

 

 

Total

 

Fixed-price and unit-rate(1)

 

$

73,543

 

 

$

46,967

 

 

$

(178

)

 

$

120,332

 

 

$

45,410

 

 

$

10,585

 

 

$

(324

)

 

$

55,671

 

T&M(2)

 

 

3,921

 

 

 

18,809

 

 

 

 

 

 

22,730

 

 

 

11,380

 

 

 

 

 

 

 

 

 

11,380

 

Other

 

 

 

 

 

5,470

 

 

 

(471

)

 

 

4,999

 

 

 

3,259

 

 

 

 

 

 

(643

)

 

 

2,616

 

Total

 

$

77,464

 

 

$

71,246

 

 

$

(649

)

 

$

148,061

 

 

$

60,049

 

 

$

10,585

 

 

$

(967

)

 

$

69,667

 

 

 

(1)

Revenue is recognized as the contract is progressedprogresses over time.

 

(2)

Revenue is recognized at contracted rates when the work is performed and costs are incurred.


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(3)

See Note 7 for discussion of our realigned operating divisions.

Future Performance Obligations Required Under Contracts

The following table summarizes our remaining performance obligations by operating segment at June 30, 20202021 (in thousands):

 

Segment

 

Performance

Obligations

 

 

Performance

Obligations

 

Shipyard(1)

 

$

417,557

 

Fabrication & Services

 

 

30,547

 

 

$

9,326

 

Shipyard

 

 

14,588

 

Total(1)

 

$

448,104

 

 

$

23,914

 

 

 

(1)

Amount excludesWe expect to recognize revenue of approximately $21.9$17.6 million and $6.3 million for the remainder of 2021 and thereafter, respectively, associated with our remaining performance obligations related to contracts for the construction of 2 MPSVs that are subject to dispute pursuant to termination notices from our customer. See Note 5 for further discussion of these contracts.

at June 30, 2021.  

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We expect to recognize revenue for our remaining performance obligations at June 30, 2020, in the following periods (in thousands):

Year

 

Performance

Obligations

 

Remainder of 2020

 

$

105,155

 

2021

 

 

206,331

 

2022

 

 

115,870

 

Thereafter

 

 

20,748

 

Total

 

$

448,104

 

Contracts Assets and Liabilities

Revenue recognition and customer invoicing for our fixed-price and unit-rate contracts may occur at different times. Revenue recognition is based upon our estimated percentage-of-completion as discussed in Note 1; however, customer invoicing is generally dependent upon contractual billing terms, which could provide for customer payments in advance of performing the work, milestone billings based on the completion of certain phases of the work, or when services are provided. Revenue recognized in excess of amounts billed is reflected as contract assets on our Balance Sheet. Amounts billed in excess of revenue recognized, and accrued contract losses, are reflected as contract liabilities on our Balance Sheet. Information with respect to uncompleted contracts that were incomplete at June 30, 20202021 and December 31, 20192020 is as follows (in thousands):

 

 

June 30,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

Contract assets(1)

 

$

77,860

 

 

$

52,128

 

 

$

2,371

 

 

$

5,098

 

Contract liabilities(1), (2), (3)

 

 

(26,973

)

 

 

(26,271

)

Contract liabilities(2), (3), (4)

 

 

(8,206

)

 

 

(10,262

)

Contracts in progress, net

 

$

50,887

 

 

$

25,857

 

 

$

(5,835

)

 

$

(5,164

)

 

 

(1)

The increasedecrease in contract liabilitiesassets compared to December 31, 2019,2020, was primarily due to advance payments on twodecreased unbilled positions for various projects in our Shipyard Division, offset partially by the unwind of advance payments on a project in our Shipyard Division and two projects inwithin our Fabrication & Services Division and our seventy-vehicle ferry project within our Shipyard Division.

 

(2)

The decrease in contract liabilities compared to December 31, 2020, was primarily due to a decrease in accrued contract losses and the unwind of advance payments on our 2 forty-vehicle ferry projects within our Shipyard Division.

(3)

Revenue recognized during the three months ended June 30, 20202021 and 2019,2020, related to amounts included in our contract liabilities balance at March 31, 2021 and 2020, and 2019, was $5.1$2.8 million and $7.6$4.0 million, respectively.  Revenue recognized during the six months ended June 30, 20202021 and 2019,2020, related to amounts included in our contract liabilities balance at December 31, 2020 and 2019, and 2018, was $19.0$2.8 million and $13.9$8.6 million, respectively.

 

(3)(4)

Contract liabilities at June 30, 20202021 and December 31, 2019,2020, includes accrued contract losses of $3.2$4.8 million and $6.4$5.4 million, respectively. See "Project Changes in Estimates"Project Estimates” below for further discussion of our accrued contract losses.

Allowance for Doubtful Accounts

Our provision for bad debts is included in other (income) expense, net on our Statement of Operations.  Our provision for bad debts for the three and six months ended June 30, 20202021 and 2019,2020, and our allowance for doubtful accounts at June 30, 20202021 and December 31, 2019,2020, were not significant.

Variable Consideration

For the three and six months ended June 30, 20202021 and 2019,2020, we had no material amounts in revenue related to unapproved change orders, claims or incentives. However, at June 30, 20202021 and December 31, 2019,2020, certain projects reflected a reduction to our estimated contract price for liquidated damages of $11.6$0.9 million and $12.9$0.6 million, respectively, of which $11.2 million was recorded during 2017.  The decrease from December 31, 2019 was due to projects completed during the six months ended June 30, 2020.respectively.  

Changes in Project Estimates

We determine the impact of changes in estimated margins on projects for a given period by calculating the amount of revenue recognized in the period that would have been recognized in a prior period had such estimated margins been forecasted in the prior period.  The total impact of changes in estimated margins for a project as disclosed on a quarterly basis may be different from the applicable year-to-date impact due to the application of the percentage-of-completion method and the changing progress of the project at each period end.  Such impacts may also be different when a project is commenced and completed within the applicable year-to-date period but spans multiple quarters.

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Changes in Estimates for 20202021 - For the three and six months ended June 30, 2020,2021, significant changes in estimated margins on projects positively impacted operating results for our Fabrication & Services Division by $1.9 million and $2.0 million, respectively, and negatively impacted operating results for our Shipyard Division by $0.6$0.9 million and $1.8$1.7 million, respectively,respectively.  The changes in estimates were associated with the following:  

Fabrication & Services Division

Offshore Modules Project, Material Supply Project and Subsea Structures Project – Positive impact for the three and six months ended June 30, 2021 of $1.9 million and $2.0 million, respectively, for our offshore modules project, material supply project and a subsea structures project, resulting from increased contract price and reduced forecast costs, primarily associated with reduced contingency associated with schedule-related liquidated damages and reduced craft labor and subcontracted services costs.  The impacts were primarily due to better than anticipated labor productivity and progress on the projects and favorable resolution of change orders with the customers.  At June 30, 2021, the offshore modules project was complete and the material supply project and subsea structures project were completed in July 2021.  

Shipyard Division

Seventy-Vehicle Ferry Project – Negative impact for the three and six months ended June 30, 2021 of $0.9 million and $1.7 million, respectively, for our seventy-vehicle ferry project, resulting from increased forecast costs and forecast liquidated damages, primarily associated with extensions of schedule and associated duration related costs, including supervision and subcontracted services costs. The impacts were primarily due to customer-directed changes, higher forecast costs to launch the vessel, and engineering delays and lower than anticipated progress on the project, due in part to COVID-19.  We have submitted a claim to our customer to extend our project schedule and recover the increased forecast costs associated with the impacts of the customer-directed changes and COVID-19; however, we can provide no assurances that we will be successful recovering these costs. Our forecast at June 30, 2021 does not reflect potential future benefits, if any, from the favorable resolution of the claim. At June 30, 2021, the vessel was approximately 73% complete and is forecast to be completed in the second quarter 2022.  The project was in a loss position at June 30, 2021 and our reserve for estimated losses was $0.8 million. If future craft labor productivity and subcontractor costs differ from our current estimates, piping or other construction activities are determined to be more complex than anticipated upon finalization of production engineering, we are unable to achieve our progress estimates, our schedule is further extended or we incur additional schedule liquidated damages, the project would experience further losses.

Changes in Estimates for 2020 For the three and six months ended June 30, 2020, significant changes in estimated margins on projects positively impacted operating results for our Fabrication & Services Division by $1.0 million and $1.9 million, respectively.respectively, and for the six months ended June 30, 2020, negatively impacted operating results for our Shipyard Division by $1.2 million. The changes in estimates were associated with the following:


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ShipyardFabrication & Services Division

 

Harbor Tug ProjectsPaddle Wheel Riverboat Project and Subsea Components ProjectNegativePositive impact for the three and six months ended June 30, 2020 of $0.5 million and $1.4 million, respectively, for our paddle wheel riverboat project and subsea components project, resulting from increasedreduced forecast costs and increased contract price, primarily associated with reduced craft labor and subcontracted services costs and change orders. The impacts were primarily due to better than anticipated labor productivity and favorable resolution of $0.6 millionchange orders with subcontractors and the customers. At June 30, 2021, the projects were both complete.

Jacket and Deck Project – Positive impact for both the three and six months ended June 30, 2020 of $0.5 million for our final 2 harbor tug projects in our Jennings Yard,jacket and deck project, resulting from increased contract price, primarily associated with increased craft labor and subcontracted services costs and extension of schedule.  The increases were primarily due to lower than anticipated craft labor productivity and progress on the projects, resulting from the wind down of the Jennings Yard in connection with its anticipated closure in the fourth quarter 2020 and the impacts of COVID-19 primarily associated with social distancing measures. The revised forecast incorporates actual results realized from completion of the eighth vessel inproject incentives earned during the second quarter 2020 and progress achieved on the last two vessels.2020.  At June 30, 2020,2021, the ninth and tenth vessels were approximately 93% and 80%project was complete respectively, and are forecast to be completed in the third and fourth quarters of 2020, respectively.  The projects were in a loss position at June 30, 2020 and our reserve for estimated losses was $0.6 million.  If future craft labor productivity and subcontractor costs differ from our current estimates, we are unable to achieve our progress estimates or our schedules are further extended, the projects would experience further losses..

Shipyard Division

 

Forty-Vehicle Ferry Projects– Negative impact for the six months ended June 30, 2020 of $1.2 million for our 2 forty-vehicle ferry projects, resulting from increased forecast costs and forecast liquidated damages, of $1.2 million for the six months ended June 30, 2020 for our 2, forty-vehicle ferry projects, primarily associated with increased craft labor and material costs and extensions of schedule. The increasesimpacts occurred induring the first quarter 2020 and were primarily due to anticipated construction rework for the first vessel, including potential reconstruction of previously completed portions of the vessel resulting from the determination that portions of the vessel structure were outside of acceptable tolerance levels.  The previous construction activities were performed by our former Fabrication Division prior to transferring management and project execution responsibility of the vessels to our Shipyard Divisionprojects had 0 significant changes in estimated margins in the firstsecond quarter 2020 as discussed further in Note 7.  At June 30, 2020, the first and second vessels were approximately 60% and 62% complete, respectively, and are forecast to be completed in the first quarter 2021 and fourth quarter 2020, respectively.  The projects were in a loss position at June 30, 2020 and our reserve for estimated losses was $2.5 million. If future craft labor productivity and subcontractor costs differ from our current estimates, we are unable to achieve our progress estimates, our schedules are further extended or the projects incur additional schedule liquidated damages, the projects would experience further losses..

Fabrication & Services- 12 -


3.

SHIPYARD TRANSACTION AND DISCONTINUED OPERATIONS

Shipyard Transaction 

Transaction Summary On April 19, 2021 (the “Closing Date”), we entered into a definitive agreement (the “Purchase Agreement”) pursuant to which we sold the operating assets and certain construction contracts of our Shipyard Division (“Shipyard Transaction”) to Bollinger Houma Shipyards, L.L.C. and Bollinger Shipyards Lockport, L.L.C. (collectively, “Bollinger”) for approximately $28.6 million (“Transaction Price”) ($26.1 million, net of transaction and other costs).  We received $26.4 million of the Transaction Price on the Closing Date and the remaining $2.2 million (“Deferred Transaction Price”) will be received upon Bollinger’s collection of certain customer payments associated with the Divested Shipyard Contracts (defined below), which is anticipated to occur by the first quarter 2022. The $2.2 million receivable associated with the Deferred Transaction Price has been reflected within prepaid expenses and other assets on our Balance Sheet at June 30, 2021.

We also received $8.0 million from Bollinger on the Closing Date, representing an estimate of the change in working capital for the Divested Shipyard Contracts from December 31, 2020 through the Closing Date (the “Closing Adjustment”). The Closing Adjustment was subject to a post-closing reconciliation and true-up (the “Closing Adjustment True-Up”) based on actual changes in working capital for the Divested Shipyard Contracts from December 31, 2020 through the Closing Date compared to the Closing Adjustment. Actual changes in working capital for the Divested Shipyard Contracts from December 31, 2020 through the Closing Date totaled approximately $7.8 million ($3.0 million during the three months ended March 31, 2021 and $4.8 million during the three months ended June 30, 2021 prior to the Closing Date). Accordingly, $0.2 million of the Closing Adjustment was returned to Bollinger during the three months ended June 30, 2021 in connection with the Closing Adjustment True-Up.

Included in the Shipyard Transaction were the Shipyard Division’s:

 

JacketShipyard Facility and Deck Projectinventory and equipment in Houma, Louisiana;

– Positive impact from increased

Contracts and related obligations for our 3 research vessel projects and 5 towing, salvage and rescue ship projects (collectively, the “Divested Shipyard Contracts”);

Contract retentions, contract priceassets, contract liabilities and certain accounts payable associated with the Divested Shipyard Contracts as of $0.5 millionthe Closing Date; and

NaN drydocks (3 of which previously supported our Shipyard Division operations in our Lake Charles Facility and Jennings Facility).

Bollinger offered employment to most of the employees of our Shipyard Division associated with the Acquired Shipyard Contracts.

Excluded from the Shipyard Transaction were the Shipyard Division’s:

Accounts receivable, certain accounts payable and other accrued liabilities associated with the Divested Shipyard Contracts as of the Closing Date;  

Contracts and related obligations for our (i) two forty-vehicle ferry projects, (ii) seventy-vehicle ferry project and (iii) 2 multi-purpose support vessel (“MPSV”) projects (which are subject to dispute) (collectively, the “Retained Shipyard Contracts”), together with the associated accounts receivable, accounts payable and other accrued liabilities;

Lake Charles Facility and Jennings Facility (which were closed in the fourth quarter 2020) and related lease obligations; and

Remaining assets and liabilities of the Shipyard Division.

We retained those employees of our Shipyard Division associated with the Retained Shipyard Contracts.

In connection with the Shipyard Transaction, we recorded a total pre-tax loss of $25.3 million during the six months ended June 30, 2021, of which $23.4 million was recorded during the three months ended March 31, 2021 related to the impairment of our Shipyard Division’s long-lived assets (discussed further below) and transaction costs, and $1.9 million was recorded during the three months ended June 30, 2021 related to transaction and other costs associated with the Shipyard Transaction.

At June 30, 2021, the net liabilities on our Balance Sheet associated with the Retained Shipyard Contracts and other retained Shipyard Division operations totaled $11.9 million. The wind down of the Shipyard Division operations is anticipated to occur by mid-2022.  


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Impairment – During the first quarter 2021, events and changes in circumstances indicated that the carrying amount of our Shipyard Division’s long-lived assets may not be recoverable. These changes in circumstances were primarily attributable to a reassessment of our asset groups within our Shipyard Division as well as revisions to our probability assessment of net future cash flows of the applicable asset group based on the likelihood, that existed as of March 31, 2021, of the Shipyard Transaction occurring. Based on these assessments, we determined that an impairment of our Shipyard Division’s property, plant and equipment had occurred during the first quarter 2021.  We measured the impairment by comparing the carrying amount of the applicable asset group at March 31, 2021 to an estimate of its fair value (which represents a Level 3 fair value measurement), resulting in an impairment charge of $22.8 million during the three months ended March 31, 2021. We based our fair value estimate on the Transaction Price inclusive of the Closing Adjustment and an estimate of the Closing Adjustment True-Up, associated with the Shipyard Transaction.

Discontinued Operations

The Shipyard Transaction (which included, among other things, our owned Shipyard Facility, Divested Shipyard Contracts and drydocks), and the previously disclosed fourth quarter 2020 closures of our leased Lake Charles Facility and Jennings Facility, represented the disposal and closure of a substantial portion of our Shipyard Division operations and the culmination of a strategic shift that will have a major effect on our ongoing operations and financial results. Therefore, we determined the assets, liabilities and operations associated with the Shipyard Transaction, and associated with the previously closed facilities, to be discontinued operations in the second quarter 2021. Accordingly, such assets and liabilities at June 30, 2021, and operating results for the three and six months ended June 30, 2021, have been classified as discontinued operations on our Balance Sheet and Statement of Operations, respectively. Our classification of these operations as discontinued requires retrospective application to financial information for all prior periods presented.  Therefore, such assets and liabilities at December 31, 2020, and operating results for the three and six months ended June 30, 2020, have been recast and classified as discontinued operations on our Balance Sheet and Statement of Operations, respectively. We are completing construction of the Retained Shipyard Contracts within our F&S Facility and are winding down our Shipyard Division operations, which is anticipated to occur by mid-2022.  The assets, liabilities and operating results attributable to the Retained Shipyard Contracts and remaining assets and liabilities of our Shipyard Division operations that were excluded from the Shipyard Transaction, and are not associated with the previously closed facilities, represent our Shipyard Segment and are classified as continuing operations on our Balance Sheet and Statement of Operations.Discontinued operations are presented separately from continuing operations on our Balance Sheet and Statement of Operations; however, they are not presented separately on our Statement of Cash Flows.

Statement of Operations A summary of the operating results constituting the loss from discontinued operations for the three and six months ended June 30, 2021 and 2020, is as follows (in thousands):

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue

 

$

6,471

 

 

$

27,986

 

 

$

41,637

 

 

$

68,862

 

Cost of revenue

 

 

6,406

 

 

 

28,961

 

 

 

33,912

 

 

 

69,623

 

Gross profit (loss)

 

 

65

 

 

 

(975

)

 

 

7,725

 

 

 

(761

)

General and administrative expense

 

 

73

 

 

 

352

 

 

 

413

 

 

 

785

 

Impairments and (gain) loss on assets held for sale

 

 

1,903

 

 

 

 

 

 

25,331

 

 

 

 

Other (income) expense, net

 

 

(660

)

 

 

 

 

 

(647

)

 

 

100

 

Operating loss

 

 

(1,251

)

 

 

(1,327

)

 

 

(17,372

)

 

 

(1,646

)

Income tax (expense) benefit(1)

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of taxes

 

$

(1,251

)

 

$

(1,327

)

 

$

(17,372

)

 

$

(1,646

)

(1)

Income taxes attributable to discontinued operations were not material for all periods presented.

As a result of the Shipyard Transaction and classification of certain Shipyard Division operations as discontinued operations, certain allocations that were previously reflected within our Shipyard Division have been reclassified to our Corporate Division and Fabrication & Services Division for the three and six months ended June 30, 2020.  Further, legal costs associated with our MPSV dispute that were previously reflected within our Corporate Division have been reclassified to our Shipyard Division for the three and six months ended June 30, 2020. See Note 8 for a summary of the reclassifications to our previously reported segment results and Note 6 for further discussion of our MPSV dispute.


- 14 -


Assets and Liabilities A summary of the carrying values of the major classes of assets and liabilities of discontinued operations at June 30, 2021 and December 31, 2020, is as follows (in thousands):

 

 

June 30,

2021

 

 

December 31,

2020

 

Current assets of discontinued operations:

 

 

 

 

 

 

 

 

Contract receivables and retainage, net

 

$

2

 

 

$

1,304

 

Contract assets

 

 

 

 

 

62,423

 

Prepaid expenses and other assets

 

 

 

 

 

270

 

Inventory

 

 

 

 

 

105

 

Assets held for sale

 

 

 

 

 

2,014

 

Total current assets of discontinued operations

 

$

2

 

 

$

66,116

 

 

 

 

 

 

 

 

 

 

Noncurrent assets of discontinued operations:

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

 

 

 

36,280

 

Other noncurrent assets

 

 

 

 

 

2,889

 

Total noncurrent assets of discontinued operations

 

$

 

 

$

39,169

 

 

 

June 30,

2021

 

 

December 31,

2020

 

Current liabilities of discontinued operations:

 

 

 

 

 

 

 

 

Accounts payable

 

$

225

 

 

$

57,752

 

Contract liabilities

 

 

 

 

 

4,867

 

Accrued expenses and other liabilities

 

 

546

 

 

 

988

 

Total current liabilities of discontinued operations

 

$

771

 

 

$

63,607

 

Cash Flows A summary of the cash flows of discontinued operations for the six months ended June 30, 2021 and 2020, is as follows (in thousands):

 

 

Six Months Ended

June 30,

 

 

 

2021

 

 

2020

 

Operating cash flows from discontinued operations

 

$

(8,474

)

 

$

(1,603

)

Investing cash flows from discontinued operations

 

$

31,424

 

 

$

(5,742

)

Changes in Project Estimates – For the six months ended June 30, 2021, significant changes in estimated margins on projects positively impacted operating results of our discontinued operations by $8.4 million.  The impacts occurred during the first quarter 2021 and were associated with our towing, salvage and rescue ship projects, resulting from increased contract price primarily associated with an approved change order ($9.2 million impact), offset partially by increased forecast costs primarily associated with increased craft labor costs ($0.8 million impact). There were no significant changes in estimated margins on projects for our discontinued operations during the second quarter 2021.

For both the three and six months ended June 30, 2020, for our jacket and deck project, primarily associated with project incentives earned during the second quarter 2020.  At June 30, 2020, the project was approximately 94% complete and is forecast to be completed in the third quarter 2020.  The project was in a loss position at June 30, 2020 and our reserve for estimated losses was $0.1 million.  

Paddlewheel Riverboat and Subsea Components Projects – Positive impact from reduced forecast costs and increased contract price of $0.5 million and $1.4 million for the three and six months ended June 30, 2020, respectively, for our paddlewheel riverboat and subsea components projects, primarily associated with reduced craft labor and subcontracted services costs and approved change orders. The benefits were primarily due to better than anticipated labor productivity and favorable resolution of change orders with the customers and subcontractors. At June 30, 2020, both projects were complete.

Changes in Estimates for 2019 - For the three and six months ended June 30, 2019, significant changes in estimated margins on projects negatively impacted operating results forof our Shipyard Divisiondiscontinued operations by $2.3 million and $2.0 million, respectively.$0.6 million.  The changes in estimatesimpacts were associated with our final two harbor tug projects in our Jennings Facility, resulting from increased forecast costs primarily associated with increased craft labor and subcontracted services costs and extensions of schedule.  

Other – Other (income) expense, net includes a gain of $0.6 million for both the following.three and six months ended June 30, 2021, resulting from insurance recoveries associated with damage previously caused by Hurricane Laura to a drydock that was sold in connection with the Shipyard Transaction.


- 15 -


 

4.

Harbor Tug Projects – Negative impact from increased forecast costs of $1.4 million and $1.2 million for the three and six months ended June 30, 2019, respectively, for our harbor tug projects in our Jennings Yard, primarily associated with increased craft labor costs and extensions of schedule. The increases were primarily due to lower than anticipated craft labor productivity and progress on the projects, resulting from limitations in craft labor availability and the required use of contract labor in lieu of direct hire labor. The projects were in a loss position at June 30, 2019 and our reserve for estimated losses on the projects was $1.6 million.IMPAIRMENTS AND (GAIN) LOSS ON ASSETS HELD FOR SALE

Ice-breaker Tug Project – Negative impact from increased forecast costs of $0.9 million and $0.8 million for the three and six months ended June 30, 2019, respectively, for our ice-breaker tug project, primarily associated with increased craft labor and subcontracted services costs and extensions of schedule.  The increases were primarily due to construction rework and disruption and lower than anticipated craft labor productivity and progress on the project, resulting from the impact of incomplete and deficient subcontracted production engineering. The project was in a loss position at June 30, 2019 and our reserve for estimated losses on the project was $0.1 million. At June 30, 2020, the project was complete.

- 12 -


Other Project Matters

Project Tariffs - Certain imported materials used, or forecast to be used,At June 30, 2021, our assets held for our projects are currently subject to existing, new or increased tariffs or duties. We believe such amounts, if incurred, are recoverable from our customers under the contractual provisionssale consisted of our contracts; however, we can provide no assurances that we will successfully recover such amounts.

Other – At December 31, 2019, other noncurrent assets on our Balance Sheet included $3.0 million of retention for a previously completed project in1 crawler crane within our Fabrication & Services Division for the fabrication of petrochemical modules. The retention was classified as noncurrent as it was not billable to the customer until the second quarter 2020 upon expiration of the contractual warranty period. Further, in the first quarter 2020, the customer entered into a restructuring through a prepackaged Chapter 11 bankruptcy process, which created uncertainty with respect to the timing of collection of the retention once billed.  During the second quarter 2020, the customer emerged from bankruptcy, and the retention was billed and paid by the customer prior to June 30, 2020.

3. ASSETS HELD FOR SALE

Our assets held for sale at June 30, 2020, primarily consisted of 3 660-ton crawler cranes and a deck barge.Division.  A summary of our assets held for sale at June 30, 20202021 and December 31, 2019,2020, is as follows (in thousands):

 

 

June 30,

 

 

December 31,

 

Assets Held for Sale

 

2020

 

 

2019

 

 

June 30,

2021

 

 

December 31,

2020

 

Machinery and equipment

 

$

15,363

 

 

$

17,618

 

 

$

4,587

 

 

$

11,877

 

Accumulated depreciation

 

 

(7,256

)

 

 

(8,612

)

 

 

(2,787

)

 

 

(5,677

)

Total

 

$

8,107

 

 

$

9,006

 

 

$

1,800

 

 

$

6,200

 

 

During the six months ended June 30, 2020 and 2019,2021, we received proceeds of $1.1$4.5 million ($4.4 million, net of transaction and $0.4 million, respectively, related toother costs) from the sale of assets2 crawler cranes that were held for sale. We recognized 0 gain or loss duringsale by our Fabrication & Services Division at December 31, 2020. During the six months ended June 30, 2020, and during the six months ended June 30, 2019, we recognized a gainreceived proceeds of $0.4$1.1 million onfrom the sale of other assets held for sale and recorded impairments of $0.3 million related to other assets that were held for sale. During the three months ended June 30, 2020 and 2019, we received 0 proceeds from the sales of assets and recognized 0NaN significant gain or loss.loss was recognized on the assets sold as the net proceeds received approximated the carrying values of the assets. See Note 3 for discussion of impairments associated with our discontinued operations.

5.

CREDIT FACILITIES AND DEBT

4. CREDIT FACILITIES AND DEBT

Credit AgreementLC Facility

We have a $40.0 million revolvingletter of credit facility (“Credit Agreement”) with Hancock Whitney Bank ("Whitney Bank") that can be usedprovides for borrowings orup to 20.0 million of letters of credit. On February 28, 2020, we amendedcredit (“LC Facility”), subject to our Credit Agreement to amend certain financial covenants, and on August 3, 2020, we further amended our Credit Agreement to, among other things, extend itscash securitization of the letters of credit, with a maturity date from June 9, 2021 toof June 30, 2022. Our quarterly financial covenants at June 30, 2020, are as follows:

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

Minimum tangible net worth of at least the sum of $130.0 million, plus 100% of the proceeds from any issuance of stock or other equity after deducting of any fees, commissions, expenses and other costs incurred in such offering;

Minimum cash, cash equivalents and short-term investments of $40.0 million; and

Ratio of funded debt to tangible net worth of not more than 0.50:1.00.

Our Credit Agreement also includes restrictions regarding our ability to: (i) grant liens; (ii) make certain loans or investments; (iii) incur additional indebtedness or guarantee other indebtedness in excess of specified levels; (iv) make any material change to the nature of our business or undergo a fundamental change; (v) make any material dispositions; (vi) acquire another company or all or substantially all of its assets; (vii) enter into a merger, consolidation, or sale leaseback transaction; or (viii) declare and pay dividends if any potential default or event of default occurs.

Interest on borrowings under the Credit Agreement may be designated, at our option, as either the Wall Street Journal published Prime Rate (3.25% at June 30, 2020) or LIBOR (0.18% at June 30, 2020) plus 2.0% per annum; provided, that in connection with the most recent amendment to the Credit Agreement, LIBOR shall not be less than 1.0%.2023. Commitment fees on the unused portion of the Credit AgreementLC Facility are 0.4% per annum and interest on outstanding letters of credit is 2.0% per annum. The Credit Agreement is secured by substantially all of our assets with a negative pledge on our real property.

- 13 -


At June 30, 2020,2021, we had 0 outstanding borrowings under our Credit Agreement and $9.8$10.0 million of outstanding letters of credit to support our projects, providing $30.2outstanding under the LC Facility, of which $7.0 million of available capacity. At June 30, 2020, we wereexpired in compliance with all of our financial covenants, with a tangible net worth of $154.1 million as defined byJuly 2021 and the Credit Agreement; totalassociated cash cash equivalents and short-term investments of $69.2 million; a ratio of current assets to current liabilities of 1.76:1.00; and a ratio of funded debt to tangible net worth of 0.13:1.00.restriction was released.

Loan Agreement

On April 17, 2020, we entered into an unsecured loan in the aggregate amount of $10.0 million (“PPP Loan”) with Whitney Bank pursuant to the Paycheck Protection Program (“PPP”), which is sponsored by the Small Business Administration (“SBA”), and is part of under the Coronavirus Aid, Relief, and Economic Security Act, as amended (“CARES Act”), as amended by the Paycheck Protection Program Flexibility Act of 2020 (“Flexibility Act”). The PPP provides for loans to qualifying businesses, the proceeds of which may only be used for payroll costs, rent, utilities, mortgage interest, and interest on other pre-existing indebtedness (the “Permissible Expenses”).  The PPP Loan matures on April 17, 2022, bears interest at a fixed rate of 1.0 percent per annum and is payable in monthly installments commencing on the earlier of the date on which the amount of loan forgiveness is determined or March 17, 2021. The PPP Loan may be prepaid at any time prior to maturity with 0 prepayment penalties.  The PPP Loan, and accrued interest, maywere eligible to be forgiven partially or in full, if certain conditions arewere met.  The most significantOn September 29, 2020, we submitted our application to Whitney Bank, requesting PPP Loan forgiveness of $8.9 million plus any accrued interest.  Whitney Bank approved our application for forgiveness on December 14, 2020, and our application was forwarded to the conditions are:

Only amounts expendedSmall Business Administration (“SBA”) for review. Following the SBA’s approval of our application for Permissible Expenses during the eight-week or 24-week period, as elected by us, following April 17, 2020 (the “Covered Period”) are eligible for loan forgiveness. We have elected an eight-week Covered Period;

Of the total amount of Permissible Expenses for which forgiveness can be granted, at least 60% must be for payroll costs, or a proportionate reduction of the maximum loan forgiveness amount will occur; and

If employee headcount is reduced, or employee compensation is reduced by more than 25%, during the Covered Period, a further reduction of the maximum loan forgiveness amount will occur, subject to certain safe harbors added by the Flexibility Act.

In order to obtain forgiveness, on July 28, 2021, Whitney Bank received $9.1 million from the SBA, which was the amount of loan forgiveness requested, including accrued interest. On July 29, 2021, we repaid Whitney Bank the remaining balance of the PPP Loan, in whole or in part, we must requesttogether with accrued interest.  The forgiveness and provide satisfactory documentation in accordance with applicable SBA guidelines.  During the Covered Period the PPP Loan proceeds were used only for Permissible Expenses, of which approximately 94% was related to payroll costs.  As of the date of this Report, neither Whitney Bank, nor the SBA, are accepting loan forgiveness applications. Any portionrepayment of the PPP Loan that iswere effective as of July 7, 2021.  

Given the PPP Loan was not forgiven togetheras of June 30, 2021, we have recorded the full amount as debt on our Balance Sheet at June 30, 2021, with accrued interest, will bethe current and noncurrent debt classification based upon the actual amounts repaid and forgiven in July 2021.  At December 31, 2020, the current and noncurrent debt classification was based on the terms and conditions of the PPP Loan and in accordance with the PPP, as amended, byand timing of required repayment absent any loan forgiveness. The gain from the Flexibility Act, unless the SBA were to determine that we were not eligible to participate in the PPP, in which case the SBA could seek immediate repaymentforgiveness of the PPP Loan.Loan and accrued interest will be reflected in the third quarter 2021.

Because the amount borrowed exceeded $2.0 million, we are required by the SBA to retain all records relating to the PPP Loan for six years from the date the loan was forgiven and permit authorized representatives of the SBA to access such records upon request.  While we believe we are a qualifying business and have met the eligibility requirements for the PPP Loan, and believe we have used the loan proceeds only for expenses which may be paid using proceeds from the PPP Loan (“Permissible Expenses,Expenses”), we can provide no assurances that weany potential SBA review or audit will be eligible for forgiveness ofverify the PPP Loan,amount forgiven, in whole or in part. Further, the PPP Loanpart, and our loan forgiveness application willwe could be subjectrequired to review and potential audit by the SBA.  Accordingly, we have recorded the full amountrepay all or part of the PPP Loan as debt, which is included in long-term debt, current and long-term debt, noncurrent on our Balance Sheet at June 30, 2020.  The current and noncurrent debt classification is based on the terms and conditions of the PPP Loan and in accordance with the PPP as amended by the Flexibility Act, and timing of required repayment absent any loan forgiveness.  We intend to reflect the benefit of any loan forgiveness if, and when, our loan forgiveness application is submitted to, and approved by, the SBA and we have reasonable assurance from the SBA that we have met the eligibility and loan forgiveness requirements of the PPP.

We received a consent from Whitney Bank that allows the PPP Loan to be included as permitted debt under our debt covenants in our Credit Agreement (discussed above) subject to, among other things, compliance with the CARES Act, as amended by the Flexibility Act, and use of the PPP Loan proceeds only for Permissible Expenses and in a manner intended to maximize our entitlement to forgiveness of the PPP Loan.forgiven amount.       

Surety Bonds

We issue surety bonds in the ordinary course of business to support our projects.  At June 30, 2020,2021, we had $371.8$110.8 million of outstanding surety bonds.bonds, of which $50.0 million relates to our MPSV projects that are subject to dispute.  See Note 6 for further discussion of our MPSV dispute.

5.

- 16 -


Mortgage Agreement and Restrictive Covenant Agreement

On April 19, 2021, and in connection with the receipt of a consent for the Shipyard Transaction from one of our Sureties, we entered into a multiple indebtedness mortgage (the “Mortgage Agreement”) and a restrictive covenant arrangement (the “Restrictive Covenant Agreement”) with such Surety to secure our obligations and liabilities under our general indemnity agreement with the Surety associated with its outstanding surety bond obligations for our MPSV projects and two seventy-vehicle ferry projects.  The Mortgage Agreement encumbers all remaining real estate that was not sold in connection with the Shipyard Transaction and includes certain covenants and events of default.  Further, the Restrictive Covenant Agreement precludes us from making dividends or repurchasing shares of our common stock. The Mortgage Agreement and Restrictive Covenant Agreement will terminate when the obligations and liabilities of the Surety associated with the outstanding surety bonds are discharged, or any judgment against us or the Surety arising out of litigation related to such contracts is satisfied by us.  

6.

COMMITMENTS AND CONTINGENCIES

We are subject to various routine legal proceedings in the normal conduct of our business, primarily involving commercial disputes and claims, workers’ compensation claims, and claims for personal injury under general maritime laws of the U.S. and the Jones Act. While the outcome of these lawsuits, legal proceedings and claims cannot be predicted with certainty, we believe that the outcome of any such proceedings, even if determined adversely, would not have a material adverse effect on our financial position, results of operations or cash flows.


- 14 -


MPSV Termination Letter

During the first quarter 2018, we received notices of termination from our customer of the contracts for the construction of 2 MPSVs from one ofwithin our Shipyard Division customers.Division.  We dispute the purported terminations and disagree with the customer’s reasons for such terminations. Pending the resolution of the dispute, weWe have ceased all work and the partially completed vessels and associated equipment and materials remain atin our facilitypossession in Houma, Louisiana. The customer also made claims under the performance bonds issued by the Surety in connection with the construction of the vessels. We have discussed with the Surety our disagreement with the customer's purported terminations and its claims and continue to confer with the Surety regarding the dispute with the customer.vessels, which total $50.0 million.  

On October 2, 2018, we filed a lawsuit against theour customer to enforce our rights and remedies under the applicable construction contracts. Ourcontracts for the two MPSVs. The lawsuit disputeswas filed in the proprietyTwenty-Second Judicial District Court for the Parish of the customer’s purported terminationsSt. Tammany, State of the construction contractsLouisiana and seeks to recover damages associated with the customer’s actions.is styled Gulf Island Shipyards, LLC v. Hornbeck Offshore Services, LLC. The customer filed its responseresponded to our lawsuit denying many of the allegations in the lawsuit and asserting a counterclaim against us seeking, among other things, declaratory judgment as to the validity of the customer’s purported terminations of the construction contracts and other purported claims for which the customer is seeking damages in an unspecified amount.us. We have filed a response to the counterclaim denying all of the customer’s claims. The customer subsequently filed an amendment to its counterclaim to add claims by the customer against the Surety. The customer also filed a motion for partial summary judgment with the trial court seeking, among other things, to obtain possession of the vessels. A hearing on the motion was held on May 28, 2019, and the customer's request to obtain possession of the vessels, which was denied by the trial court. The customer subsequently filed a second motion for partial summary judgment re-urging its previously denied request to obtain possession of the vessels.  A hearing on the second motion was held on November 5, 2019, and the customer’s request to obtain possession of the vessels, which was again denied by the trial court. Thereafter, the customer requested that the appellate court exercise its discretion and review and reverse the trial court’s denial of the customer’s second motion.  We have opposed the discretionary appellate review request of the customer and the appellate matter is pending, but has been stayed as a result of the customer’s Chapter 11 bankruptcy case discussed below.  Discovery in connection with the lawsuit has also been stayed as a result of the customer’s Chapter 11 bankruptcy case.  motion, which was denied.

On May 19, 2020, the customer filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code and on June 19, 2020 the bankruptcy court confirmed theCode. The customer’s prepackaged Chapter 11 plan of reorganization; however,reorganization was subsequently confirmed by the bankruptcy court and that plan of reorganization is not effective as of the date of this Report.  Oneffective. In connection with its bankruptcy case, on June 3, 2020, the customer filed ana separate bankruptcy adversary proceeding against us, in connection withwhich it again sought to obtain possession of the vessels; however, the bankruptcy court’s decision was ultimately delayed to allow the parties an opportunity to mediate the dispute. The parties engaged in mediation until January 26, 2021 when the customer unilaterally and voluntarily dismissed its bankruptcy case, againadversary proceeding seeking possession of the vessels. In response, we filed a motionThe mediation between the parties was not successful.

The lawsuit was temporarily stayed during the pendency of the customer’s Chapter 11 bankruptcy case; however, the lawsuit is no longer stayed and will proceed in the ordinary course. Discovery in connection with the lawsuit is ongoing, and the trial of the case is tentatively scheduled to dismissbegin on March 6, 2023. Other trial related deadlines have been tentatively established as well. We are conferring with the adversary proceeding and to allow the disputeSurety regarding the vessels and the construction contracts to continue in State Court where our lawsuit against the customer is currently pending.  The motion to dismiss is currently pending before the bankruptcy court.  We continue to hold first priority security interests and liens against the vessels that secure the obligations owed to us by the customer.lawsuit.

We are unable to estimate the probability of a favorable or unfavorable outcome with respect to the dispute or estimate the amount of potential loss, if any, related to this matter. We can provide no assurances that we will not incur additional costs as we pursue our rights and remedies under the contracts and defend against the customer’s claims. At June 30, 20202021 and December 31, 2019,2020, other noncurrent assets on our Balance Sheet included a net contract asset of $12.5 million, which consisted of our contract asset, accrued contract losses, and deferred revenue balances at the time of the customer's purported terminations of the contracts. We continue to hold first priority security interests and liens against the vessels that secure the obligations owed to us by the customer.

- 17 -


Insurance

We may be exposed to future losses through our use of deductibles and self-insured retentions for our exposures related to third party liability and workers' compensation.  We expect liabilities in excess of any deductibles and self-insured retentions to be covered by insurance.  To the extent we are self-insured, reserves are recorded based upon our estimates, with input from legal and insurance advisors.  Changes in assumptions, as well as changes in actual experience, could cause these estimates to change.

Letters of Credit and Surety Bonds

We obtain letters of credit under our Credit AgreementLC Facility or surety bonds from financial institutions to provide to our customers in order to secure advance payments or guarantee performance under our contracts, or in lieu of retention being withheld on our contracts.  With respect to a letterLetters of credit under our Credit Agreement, any payment inLC Facility are subject to cash securitization of the full amount of the outstanding letters of credit. In the event of non-performance under a contract, our cash securitization with respect to the letter of credit supporting such contract would become a borrowing under our Credit Agreement and thus a direct obligation.property of Whitney Bank. With respect to a surety bond, any payment in the event of non-performance is subject to indemnification of the Surety by us, which may require us to borrow under our Credit Agreement.us.  When a contract is complete, the contingent obligation terminates, and letters of credit or surety bonds are returned.  See Note 45 for further discussion of our Credit AgreementLC Facility and surety bonds.


- 15 -


Environmental Matters

Our operations are subject to extensive and changing U.S. federal, state and local laws and regulations, as well as the laws of other countries that establish health and environmental quality standards.  These standards, among others, relate to air and water pollutants and the management and disposal of hazardous substances and wastes.  We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes.  In connection with the historical operation of our facilities, including those associated with acquired operations, substances whichthat currently are or might be considered hazardous were used or disposed of at some sites that will or may require us to make expenditures for remediation. We believe we are in compliance, in all material respects, with environmental laws and regulations and maintain insurance coverage to mitigate exposure to environmental liabilities.  We do not believe any environmental matters will have a material adverse effect on our financial condition, results of operations or cash flow.

7.

6. INCOME (LOSS) PER SHARE

The following table presents the computation of basic and diluted income (loss) per share for the three and six months ended June 30, 20202021 and 20192020 (in thousands, except per share data):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income (loss) attributable to common shareholders

 

$

(5,537

)

 

$

(5,248

)

 

$

368

 

 

$

(8,290

)

Weighted-average shares(1)

 

 

15,301

 

 

 

15,236

 

 

 

15,288

 

 

 

15,194

 

Basic and diluted income (loss) per common share

 

$

(0.36

)

 

$

(0.34

)

 

$

0.02

 

 

$

(0.55

)

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Income (loss) from continuing operations

 

$

(1,700

)

 

$

(4,210

)

 

$

(4,220

)

 

$

2,014

 

Loss from discontinued operations, net of taxes

 

 

(1,251

)

 

 

(1,327

)

 

 

(17,372

)

 

 

(1,646

)

Net income (loss)

 

$

(2,951

)

 

$

(5,537

)

 

$

(21,592

)

 

$

368

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares(1)

 

 

15,528

 

 

 

15,301

 

 

 

15,466

 

 

 

15,288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted income (loss) from continuing operations

 

$

(0.11

)

 

$

(0.28

)

 

$

(0.27

)

 

$

0.13

 

Basic and diluted loss from discontinued operations

 

 

(0.08

)

 

 

(0.09

)

 

 

(1.12

)

 

 

(0.11

)

Basic and diluted income (loss) per share

 

$

(0.19

)

 

$

(0.36

)

 

$

(1.40

)

 

$

0.02

 

__________________

(1)   We have 0 dilutive securities.

8.

OPERATING SEGMENTS

7. OPERATING SEGMENTS

During 2019, we operated and managed our business through 3 operating divisions ("Fabrication," "Shipyard" and "Services") and 1 non-operating division ("Corporate"), which represented our reportable segments. In the first quarter 2020, our Fabrication and Services Divisions were operationally combined to form an integrated new division called Fabrication & Services.  The operational combination will enable us to capitalize on the best practices and execution experience of the former divisions and maximize the utilization of our resources. As a result, weWe currently operate and manage our business through 2 operating divisions ("Shipyard"(“Fabrication & Services” and "Fabrication & Services"“Shipyard”) and 1 non-operating division ("Corporate"(“Corporate”), which represent our reportable segments. Accordingly, the segment results (including the effects of eliminations) for our Fabrication and Services Divisions for 2019 were combined to conform to the presentation of our reportable segments for 2020. In addition to the division combination, in the first quarter 2020, management and project execution responsibility for our 2, forty-vehicle ferry projects was transferred from our former Fabrication Division to our Shipyard Division to better align the supervision and construction of these vessels with the capabilities and expertise of our Shipyard Division. Accordingly, results for these projects for 2019 were reclassified from our former Fabrication Division to our Shipyard Division to conform to the presentation of these projects for 2020.  Our two operating divisions and Corporate Division are discussed below:  

Shipyard Division - Our Shipyard Division fabricates newbuild marine vessels, including OSVs, MPSVs, research vessels, tugboats, salvage vessels, towboats, barges, drydocks, anchor handling vessels, and lift boats; provides marine repair and maintenance services, including steel repair, blasting and painting services, electrical systems repair, machinery and piping system repairs, and propeller, shaft, and rudder reconditioning; and performs conversion projects to lengthen vessels and modify vessels to permit their use for a different type of activity or enhance their capacity or functionality. These activities are performed at our facilities in Houma, Jennings and Lake Charles, Louisiana. In the first quarter 2020, we announced our intent to close the Jennings Yard upon completion of our harbor tug projects, which was previously forecast to occur in the third quarter 2020 and is now forecast to occur in the fourth quarter 2020.     

Fabrication & Services Division - Our Fabrication & Services (“F&S”) Division fabricates modules, skids and piping systems for onshore refining, petrochemical, LNG and industrial facilities and offshore facilities; fabricates foundations, secondary steel components and support structures for alternative energy developments and coastal mooring facilities; fabricates offshore production platforms and associated structures, including jacket foundations, piles and topsides for fixed production and utility platforms, as well

- 18 -


as hulls and topsides for floating production and utility platforms; fabricates other complex steel structures and components; provides services on offshore platforms, including welding, interconnect piping and other services required to connect production equipment and service modules and equipment; provides on-site construction and maintenance services on inland platforms and structures and industrial facilities; and performs municipal and drainage projects, including pump stations, levee reinforcement, bulkheads and other public works.  These activities are performed at our facilityF&S Facility.

Shipyard Division – Prior to the Shipyard Transaction, our Shipyard Division fabricated newbuild marine vessels and provided marine repair and maintenance services. These activities were performed at our Shipyard Facility.  As discussed in Houma, Louisiana.Note 3, on April 19, 2021, we completed the Shipyard Transaction, which resulted in the sale of our Shipyard Facility and the Divested Shipyard Contracts. We determined the assets, liabilities and operations associated with the Shipyard Transaction and certain previously closed facilities to be discontinued operations in the second quarter 2021. The assets, liabilities and operating results attributable to the Retained Shipyard Contracts and remaining assets and liabilities of our Shipyard Division operations that were excluded from the Shipyard Transaction, and are not associated with the previously closed facilities, represent our Shipyard Segment and are classified as continuing operations on our Balance Sheet and Statement of Operations.See Note 3 for further discussion of the Shipyard Transaction and our discontinued operations.        

- 16 -


Corporate Division - Our Corporate Division includes costs that do not directly relate to our two operating divisions. Such costs include, but are not limited to, costs of maintaining our corporate office, executive management salaries and incentives, board of directors' fees, litigation relatedcertain insurance costs and costs associated with overall corporate governance and being a publicly traded company. Costs incurred by our Corporate Division on behalf of our operating divisions are allocated to the operating divisions. Such costs include, but are not limited to, human resources, insurance, sales and marketing, information technology and accounting.

OtherAs a result of the Shipyard Transaction and classification of certain Shipyard Division operations as discontinued operations, certain allocations that were previously reflected within our Shipyard Division have been reclassified to our Corporate Division and Fabrication & Services Division for the three and six months ended June 30, 2020.  Further, legal costs associated with our MPSV dispute that were previously reflected within our Corporate Division have been reclassified to our Shipyard Division for the three and six months ended June 30, 2020. See Note 3 for further discussion of the Shipyard Transaction and our discontinued operations and Note 6 for further discussion of our MPSV dispute.  A summary of the reclassifications to our previously reported segment results for the three and six months ended June 30, 2020, is as follows (in thousands):

 

 

Three Months Ended June 30, 2020

 

 

 

F&S

 

 

Shipyard

 

 

Corporate

 

 

Consolidated

 

Gross loss, as previously reported

 

$

(472

)

 

$

(1,231

)

 

$

 

 

$

(1,703

)

Discontinued operations(1)

 

 

 

 

 

975

 

 

 

 

 

 

975

 

Changes in expense allocations

 

 

(20

)

 

 

73

 

 

 

(53

)

 

 

 

Gross loss from continuing operations

 

$

(492

)

 

$

(183

)

 

$

(53

)

 

$

(728

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss, as previously reported

 

$

(1,394

)

 

$

(1,724

)

 

$

(2,308

)

 

$

(5,426

)

Discontinued operations(1)

 

 

 

 

 

1,327

 

 

 

 

 

 

1,327

 

Changes in expense allocations

 

 

(90

)

 

 

214

 

 

 

(124

)

 

 

 

Reclassification of legal expenses

 

 

 

 

 

(239

)

 

 

239

 

 

 

 

Operating loss from continuing operations

 

$

(1,484

)

 

$

(422

)

 

$

(2,193

)

 

$

(4,099

)

 

 

Six Months Ended June 30, 2020

 

 

 

F&S

 

 

Shipyard

 

 

Corporate

 

 

Consolidated

 

Gross profit (loss), as previously reported

 

$

498

 

 

$

(2,455

)

 

$

 

 

$

(1,957

)

Discontinued operations(1)

 

 

 

 

 

761

 

 

 

 

 

 

761

 

Changes in expense allocations

 

 

(52

)

 

 

170

 

 

 

(118

)

 

 

 

Gross profit (loss) from continuing operations

 

$

446

 

 

$

(1,524

)

 

$

(118

)

 

$

(1,196

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss), as previously reported

 

$

8,771

 

 

$

(3,623

)

 

$

(4,638

)

 

$

510

 

Discontinued operations(1)

 

 

 

 

 

1,646

 

 

 

 

 

 

1,646

 

Changes in expense allocations

 

 

(192

)

 

 

452

 

 

 

(260

)

 

 

 

Reclassification of legal expenses

 

 

 

 

 

(564

)

 

 

564

 

 

 

 

Operating income (loss) from continuing operations

 

$

8,579

 

 

$

(2,089

)

 

$

(4,334

)

 

$

2,156

 

__________________

(1)

See Note 3 for as summary of the operating results constituting the loss from discontinued operations for the three and six months ended June 30, 2021 and 2020.

- 19 -


Segment Results –We generally evaluate the performance of, and allocate resources to, our divisions based upon gross profit (loss) and operating income (loss). Segment assets are comprised of all assets attributable to each division. Intersegment revenues are priced at the estimated fair value of work performed. Summarized financial information for our segments as of and for the three and six months ended June 30, 20202021 and 2019,2020, are as follows (in thousands):

 

 

Three Months Ended June 30, 2020

 

 

Three Months Ended June 30, 2021

 

 

Shipyard

 

 

F&S

 

 

Corporate

 

 

Consolidated

 

 

F&S

 

 

Shipyard

 

 

Corporate

 

 

Consolidated

 

Revenue

 

$

33,888

 

 

$

26,606

 

 

$

(520

)

 

$

59,974

 

 

$

21,227

 

 

$

3,129

 

 

$

(88

)

 

$

24,268

 

Gross loss

 

 

(1,231

)

 

 

(472

)

 

 

 

 

 

(1,703

)

Operating loss

 

 

(1,724

)

 

 

(1,394

)

 

 

(2,308

)

 

 

(5,426

)

Gross profit (loss)

 

 

2,241

 

 

 

(1,059

)

 

 

(78

)

 

 

1,104

 

Operating income (loss)

 

 

1,656

 

 

 

(1,119

)

 

 

(2,146

)

 

 

(1,609

)

Depreciation and amortization expense

 

 

802

 

 

 

1,188

 

 

 

77

 

 

 

2,067

 

 

 

1,001

 

 

 

 

 

 

81

 

 

 

1,082

 

Capital expenditures

 

 

4,299

 

 

 

1,143

 

 

 

179

 

 

 

5,621

 

 

 

226

 

 

 

193

 

 

 

 

 

 

419

 

Total assets(1)

 

 

116,541

 

 

 

73,342

 

 

 

72,671

 

 

 

262,554

 

 

 

47,199

 

 

 

17,524

 

 

 

78,954

 

 

 

143,677

 

 

 

Six Months Ended June 30, 2020

 

 

Six Months Ended June 30, 2021

 

 

Shipyard

 

 

F&S

 

 

Corporate

 

 

Consolidated

 

 

F&S

 

 

Shipyard

 

 

Corporate

 

 

Consolidated

 

Revenue

 

$

79,447

 

 

$

60,049

 

 

$

(967

)

 

$

138,529

 

 

$

40,287

 

 

$

8,259

 

 

$

(493

)

 

$

48,053

 

Gross profit (loss)

 

 

(2,455

)

 

 

498

 

 

 

 

 

 

(1,957

)

 

 

3,228

 

 

 

(2,037

)

 

 

(166

)

 

 

1,025

 

Operating income (loss)

 

 

(3,623

)

 

 

8,771

 

 

 

(4,638

)

 

 

510

 

 

 

2,517

 

 

 

(2,370

)

 

 

(4,093

)

 

 

(3,946

)

Depreciation and amortization expense

 

 

1,589

 

 

 

2,546

 

 

 

152

 

 

 

4,287

 

 

 

1,989

 

 

 

 

 

 

160

 

 

 

2,149

 

Capital expenditures

 

 

5,742

 

 

 

1,824

 

 

 

179

 

 

 

7,745

 

 

 

386

 

 

 

193

 

 

 

 

 

 

579

 

Total assets(1)

 

 

116,541

 

 

 

73,342

 

 

 

72,671

 

 

 

262,554

 

 

 

47,199

 

 

 

17,524

 

 

 

78,954

 

 

 

143,677

 

 

 

Three Months Ended June 30, 2019

 

 

Three Months Ended June 30, 2020

 

 

Shipyard(1)

 

 

F&S(1)

 

 

Corporate

 

 

Consolidated

 

 

F&S

 

 

Shipyard

 

 

Corporate

 

 

Consolidated

 

Revenue

 

$

40,053

 

 

$

40,653

 

 

$

(250

)

 

$

80,456

 

 

$

26,606

 

 

$

5,902

 

 

$

(520

)

 

$

31,988

 

Gross profit (loss)

 

 

(2,912

)

 

 

1,460

 

 

 

(146

)

 

 

(1,598

)

Operating profit (loss)

 

 

(3,564

)

 

 

517

 

 

 

(2,337

)

 

 

(5,384

)

Gross loss

 

 

(492

)

 

 

(183

)

 

 

(53

)

 

 

(728

)

Operating loss

 

 

(1,484

)

 

 

(422

)

 

 

(2,193

)

 

 

(4,099

)

Depreciation and amortization expense

 

 

1,047

 

 

 

1,254

 

 

 

121

 

 

 

2,422

 

 

 

1,155

 

 

 

 

 

 

77

 

 

 

1,232

 

Capital expenditures

 

 

712

 

 

 

397

 

 

 

 

 

 

1,109

 

 

 

1,143

 

 

 

 

 

 

179

 

 

 

1,322

 

Total assets(1)

 

 

106,851

 

 

 

90,011

 

 

 

80,729

 

 

 

277,591

 

 

 

71,509

 

 

 

16,632

 

 

 

72,670

 

 

 

160,811

 

 

 

Six Months Ended June 30, 2019

 

 

Six Months Ended June 30, 2020

 

 

Shipyard(1)

 

 

F&S(1)

 

 

Corporate

 

 

Consolidated

 

 

F&S

 

 

Shipyard

 

 

Corporate

 

 

Consolidated

 

Revenue

 

$

77,464

 

 

$

71,246

 

 

$

(649

)

 

$

148,061

 

 

$

60,049

 

 

$

10,585

 

 

$

(967

)

 

$

69,667

 

Gross profit (loss)

 

 

(3,192

)

 

 

2,429

 

 

 

(282

)

 

 

(1,045

)

 

 

446

 

 

 

(1,524

)

 

 

(118

)

 

 

(1,196

)

Operating profit (loss)

 

 

(4,468

)

 

 

266

 

 

 

(4,464

)

 

 

(8,666

)

Operating income (loss)

 

 

8,579

 

 

 

(2,089

)

 

 

(4,334

)

 

 

2,156

 

Depreciation and amortization expense

 

 

2,156

 

 

 

2,595

 

 

 

223

 

 

 

4,974

 

 

 

2,480

 

 

 

 

 

 

152

 

 

 

2,632

 

Capital expenditures

 

 

734

 

 

 

625

 

 

 

 

 

 

1,359

 

 

 

1,824

 

 

 

 

 

 

179

 

 

 

2,003

 

Total assets(1)

 

 

106,851

 

 

 

90,011

 

 

 

80,729

 

 

 

277,591

 

 

 

71,509

 

 

 

16,632

 

 

 

72,670

 

 

 

160,811

 

__________________

 

(1)

Revenue of $2.5 millionCash and $3.3 million for the three and six months ended June 30, 2019 associated withshort-term investments are reported within our 2, forty-vehicle ferry projects was reclassified from our former Fabrication Division to our Shipyard Division to conform to the presentation of these projects for 2020 (the projects had no significant gross profit for 2019).Corporate Division.

9.

SUBSEQUENT EVENTS

8. SUBSEQUENT EVENTS

On August 3, 2020,In July 2021, the SBA approved our application for forgiveness of $8.9 million of the PPP Loan, and we amended our Credit Agreement.repaid the remaining balance of the PPP Loan.  See Note 45 for further discussion of our amendment.

the PPP Loan.

- 1720 -


 

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

The following “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations” is provided to assist readers in understanding our financial performance during the periods presented and significant trends that may impact our future performance. This discussion should be read in conjunction with our Financial Statements and the related notes thereto. Certain terms are defined in the “Glossary of Terms” beginning on page ii.

Cautionary Statement on Forward-Looking Information

This Report contains forward-looking statements in which we discuss our potential future performance. Forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, are all statements other than statements of historical facts, such as projections or expectations relating to diversification and entry into new end markets, improvement of risk profile, industry outlook, oil and gas prices, operating cash flows, capital expenditures, liquidity and tax rates. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be,” “potential” and any similar expressions are intended to identify those assertions as forward-looking statements.

We caution readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ materially from those anticipated in the forward-looking statements includeinclude: the duration and scope of, and uncertainties associated with, the ongoing global pandemic caused by COVID-19 pandemic(including new and emerging strains and variants), and the corresponding weakened demand for, and volatility of prices of, oil and the impact thereof on our business and the global economy, which are evolving and beyond our control, the potential forgiveness of any portion of the PPP Loan,economy; our ability to secure new project awards, including fabrication projects for refining, petrochemical, LNG, industrial and industrial facilities and offshore wind developments,sustainable energy end markets; our ability to improve project execution,execution; our inability to realize the expected financial benefits of the Shipyard Transaction; the cyclical nature of the oil and gas industry, competition,industry; competition; consolidation of our customers,customers; timing and award of new contracts,contracts; reliance on significant customers,customers; financial ability and credit worthiness of our customers,customers; nature of our contract terms,terms; competitive pricing and cost overruns on our projects,projects; adjustments to previously reported profits or losses under the percentage-of-completion method,method; weather conditions,conditions; changes in backlog estimates,contract estimates; suspension or termination of projects,projects; our ability to raise additional capital,capital; our ability to amend or obtain new debt financing or credit facilities on favorable terms, our ability to remain in compliance with our covenants contained in our Credit Agreement,terms; our ability to generate sufficient cash flow,flow; our ability to sell certain assets,assets; any future asset impairments,impairments; utilization of facilities or closure or consolidation of facilities,facilities; customer or subcontractor disputes,disputes; our ability to resolve the dispute with a customer relating to the purported terminations of contracts to build two MPSVs and the dispute with a customer related to contracts to build two seventy-vehicle ferries; operating dangers and limits on insurance coverage,coverage; barriers to entry into new lines of business,business; our ability to employ skilled workers,workers; loss of key personnel,personnel; performance of subcontractors and dependence on suppliers,suppliers; changes in trade policies of the U.S. and other countries,countries; compliance with regulatory and environmental laws,laws; lack of navigability of canals and rivers, shutdowns of the U.S. government,rivers; systems and information technology interruption or failure and data security breaches,breaches; performance of partners in any future joint ventures and other strategic alliances,alliances; shareholder activism,activism; focus on environmental, social and governance factors by institutional investors and regulators; and other factors described under "Risk Factors"in Part I, Item 1A "Risk Factors" inof our 20192020 Annual Report as updated under “Risk Factors”in Part II, Item 1A “Risk Factors” in this Reportof our quarterly report on Form 10-Q for the quarter ended March 31, 2021, and as may be further updated by subsequent filings with the SEC.

InvestorsAdditional factors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made, which we cannot control. Further, we may make changes to our business plans that could affect our results. We caution investors that we do not intendundertake no obligation to publicly update or revise any forward-looking statements, more frequently than quarterlywhich speak only as of the date made, for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, and notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes, and we undertake no obligation to update any forward-looking statements.changes.

Overview

Certain terms are defined in the “Glossary of Terms” beginning on page ii.

We are a leading fabricator of complex steel structures and modules and marine vessels, and a provider of project management, hookup, commissioning, repair, maintenance and civil construction services. Our customers include United States ("U.S.") and, to a lesser extent, international energy producers; refining, petrochemical, LNG, industrial and power operators; and marine operators; EPC companies; and certain agencies of the U.S. Government.

During 2019, we operated and managed our business through 3 operating divisions ("Fabrication," "Shipyard" and "Services") and 1 non-operating division ("Corporate"), which represented our reportable segments. In the first quarter 2020, our Fabrication and Services Divisions were operationally combined to form an integrated new division called Fabrication & Services. As a result, wecompanies.  We currently operate and manage our business through 2two operating divisions ("Shipyard"(“Fabrication & Services” and "Fabrication & Services"“Shipyard”) and 1one non-operating division ("Corporate"(“"Corporate”), which represent our reportable segments. Accordingly, the segment results (including the effects of eliminations) forOur corporate headquarters is located in Houston, Texas and our Fabricationoperating facilities are located in Houma, Louisiana. On April 19, 2021, we sold our Shipyard Division operating assets and Services Divisions for 2019 were combinedcertain construction contracts (“Shipyard Transaction”) and intend to conform to the presentation ofwind down our reportable segments for 2020. In addition to the division combination, in the first quarter 2020, management and project execution responsibilityremaining Shipyard Division operations by mid-2022.


- 1821 -


 

We determined the Shipyard operations associated with the Shipyard Transaction, and associated with certain previously closed Shipyard Division facilities, to be discontinued operations in the second quarter 2021. Accordingly, such operations for the three and six months ended June 30, 2021, have been classified as discontinued operations. Our classification of these operations as discontinued requires retrospective application to financial information for all prior periods presented.  Therefore, such operating results for the three and six months ended June 30, 2020, have been recast and classified as discontinued operations within the financial information presented below.  In addition, certain allocations that were previously reflected within our 2, forty-vehicle ferry projects were transferred from our former FabricationShipyard Division have been reclassified to our Shipyard Division. Accordingly, resultsCorporate Division and Fabrication & Services Division for these projects for 2019the three and six months ended June 30, 2020.  Further, legal costs associated with our MPSV dispute that were reclassified frompreviously reflected within our former FabricationCorporate Division have been reclassified to our Shipyard Division to conformfor the three and six months ended June 30, 2020. The operating results attributable to the presentation of these projects for 2020 (the projects had no significant gross profit for 2019). Retained Shipyard Contracts and remaining Shipyard Division operations that were excluded from the Shipyard Transaction, and are not associated with the previously closed facilities, are classified as continuing operations within the financial information presented below. Unless otherwise noted, the amounts presented below, and the associated discussion and analysis, relate to our continuing operations.  See Note 78 of our Financial Statements in Item 1 for further discussion of our realigned operating divisions.

Our corporate headquarters is located in Houston, Texas, with operating facilities located in Houma, Jenningsdivisions and Lake Charles, Louisiana.Ina summary of the first quarter 2020, we announcedreclassifications to our intent to close the Jennings Yard upon completion of our harbor tug projects, which was previously forecast to occur in the third quarter 2020reported segment results and is now forecast to occur in the fourth quarter 2020.  See Note 7 of our Financial Statements in Item 13 for further discussion of the Shipyard Transaction and our anticipated closurediscontinued operations.

Significant projects in backlog for our Fabrication & Services Division include the fabrication of marine docking structures; and material supply for an offshore jacket and deck. Significant projects in backlog for our Shipyard Division include construction of three vehicle ferries. Notable projects completed in recent years for our Fabrication & Services Division include the expansion of a paddlewheel riverboat; and fabrication of modules for an offshore facility, an offshore jacket and deck, modules for a petrochemical facility, and a meteorological tower and platform for an offshore wind project. Other significant completed projects for our Fabrication & Services Division include the fabrication of wind turbine foundations for the first offshore wind project in the U.S.; and construction of two of the Jennings Yard.largest liftboats servicing the Gulf of Mexico (“GOM”), one of the deepest production jackets in the Gulf of Mexico, and the first single point anchor reservoir hull fabricated in the U.S.

Since 2014,COVID-19 and Oil Price Impacts to Operations

For the last several years, the price of oil has been at depressed levels and/or experienced significant volatility, resulting in a significant and sustained reduction in capital spending and drilling activities from our traditional offshore oil and gas customer base.  Consequently, our operating results and cash flows werehave been negatively impacted as we experienced reductions in revenue, lower margins due to competitive pricing, significant underutilizationunder-utilization of our operating facilities and resources, and losses on certain projects.  

DuringAdditionally, the first quarter 2020,ongoing global coronavirus pandemic (“COVID-19”) has added another layer of pressure and uncertainty on oil prices declined evenand our end markets, which has further to historical lows due to a decline in demand for oil resulting in part from an unprecedented global health crisis caused by the coronavirus (“COVID-19”). impacted our operations. COVID-19 (including its new and emerging strains and variants) is a widespread public health crisis that continues to adversely affect global economies and financial markets globally.  In Marchmarkets.

During 2020, our operations (as well as the World Health Organization declared COVID-19 a pandemicoperations of our customers, subcontractors and other counterparties) were negatively impacted by the U.S. President announced aphysical distancing, quarantine and isolation measures recommended by national, emergency relating to COVID-19.  National, state and local authorities recommended social distancing and many authorities imposed quarantine and isolation measures on large portions of the population, includingand mandatory business closures. Although authoritiesclosures that were enacted in an attempt to control COVID-19. We continue to monitor the impact of COVID-19 on our operations and recognize that it could continue to negatively impact our business and results of operations during the remainder of 2021 and beyond. Even with widespread distribution of vaccines, hesitancy or resistance to the vaccines among certain groups, as well as uncertainty about their long-term efficacy or effectiveness against new COVID-19 strains and variants, remain. The extent to which our operations and financial performance will be impacted by COVID-19 during the remainder of 2021 will depend largely on future developments, including global availability and acceptance of the vaccines. Authorities in some areas of the U.S. beganhave begun to relax these quarantine and isolation measures, a recent resurgence of COVID-19 infections in many regions ofrestrictions; however, if the country, including areas where we have our headquarters and operating facilities, hasor areas where our customers, subcontractors and other counterparties have operations, were to experience periods of resurgence in some instances causedthe numbers of cases of the virus, including through the spread of new, more contagious or deadly strains and variants of the virus, authorities to either defer the phasing out of thesemay reinstate restrictions, or re-impose quarantine and isolation measures. TheseThe measures taken, while intended to protect human life, have had and are expected to continue to have a significantserious adverse impact on domestic and foreign economies of uncertain severity and duration.On June 8, 2020,

The continued level of uncertainty means the National Bureau of Economic Research indicated that the U.S. economy entered a recession in February 2020, and the duration and severity of this recession is unclear at this time. The longer-term effectiveness of economic stabilization efforts, including government payments to affected citizens and industries, is uncertain. Moreover, governmental and commercial responses to COVID-19 have exacerbated the already weakened condition of the energy industry, further reducing the demand for oil, and further depressing and creating volatility in the prices of oil.

During the second quarter 2020, oil prices rebounded from historical lows, but they remain low relative to oil prices prior to the COVID-19 pandemic and continue to experience significant volatility. The further decline and resulting volatility in oil prices due to the COVID-19 pandemic has created significant uncertainty for our oil and gas related customer base. Theultimate business and financial impacts of these challenging conditionsCOVID-19 and volatility in oil prices cannot be reasonably estimated at this time, but have included, or may include, among other things, reduced bidding activity, suspension or termination of backlog, deterioration of customer financial condition, potential supply disruptions and unanticipated project costs due to project disruptions and schedule delays, lower labor productivity, increased employee and contractor absenteeism and turnover, craft labor hiring challenges, lack of performance by subcontractors and suppliers, and contract disputes, including claims. Certaindisputes. Management’s estimates in future periods will be revised for any events and changes in circumstances arising after the date of our customers have requested to renegotiate pricingthis Report for the impacts of COVID-19 and suspended contracts in our backlog, and bidding activities for several new project opportunities have been delayed or suspended.volatile oil prices.

Given that we operate in a critical infrastructure industry as defined by the U.S. Department of Homeland Security, we have continued to operate our facilities. However, we are being impacted by COVID-19 mitigation measures put in place to ensure the safety and well-being of our employees and contractors (as discussed further below) and by increased employee and contractor absenteeism, which impacts our productivity, project schedules and utilization. COVID-19 mitigation measures associated with social distancing and employee absenteeism has impacted our harbor tug projects during the second quarter 2020 as discussed further inSee Note 2 of our Financial Statements in Item 1.  While we are experiencing similar impacts on other projects in backlog (including our five towing, salvage and rescue ship projects and two, forty-vehicle ferry projects), we do not currently believe such impacts to project schedules and costs have been material due to the longer-term duration of the projects and available work scopes which are less impacted by social distancing. In addition to the aforementioned, we are being impacted by the effects of the COVID-19 pandemic on our suppliers, subcontractors and customers.  Certain deliverables from third-party engineering firms supporting our Shipyard Division projects (including our five towing, salvage and rescue ship projects and seventy-vehicle ferry project) have been delayed as a result of the COVID-19 pandemic, which is requiring us to re-sequence construction activities on our projects and may ultimately result in schedule extensions and/or require us to perform construction activities on a concurrent basis which is less efficient.  We are unable to estimate the potential impacts on our productivity, schedules and costs on our projects over the longer-term if such mitigation measures, employee and contractor absenteeism and engineering delays continue as a result of the COVID-19 pandemic. See Item 1A and Note 1 of our Financial Statements in Item 1 for further discussion of the impacts of the aforementioned on our projects and Note 1 for further discussion of the impacts of COVID-19 pandemic and developmentsvolatility in the global oil markets.prices. See also “Risk Factors” in Part I, Item 1A of our 2020 Annual Report.


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Initiatives to Improve Operating Results

We continue to addressare addressing these operational, market and economic challenges through a strategy focused on the following initiatives to:

 

Mitigate the impacts of the COVID-19 pandemic on our operations, employees and contractors;

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Reduce our risk profile through the completion of the Shipyard Transaction and anticipated wind down of the Shipyard Division operations;

Improve

Preserve and maintainimprove our liquidity through cost reduction efforts, the completion of the Shipyard Transaction, and the sale of underutilizedunder-utilized assets;

 

Improve our resource utilization and centralize our key project resources through the rationalization and integration of our facilities and operations;

 

Improve our competitiveness and project execution by enhancing our proposal, estimating and operations resources, processes and procedures;

Expand our skilled workforce by focusing on ways to improve retention and enhance and add to our craft personnel; and

 

Reduce our reliance on the fabrication of structures and marine vessels associated with the offshore oil and gas sector and pursue more stable, profitable growth by repositioning the Company to:

 

Fabricate modules, piping systems and other structures for onshore refining, petrochemical, LNG and industrial facilities;

 

Fabricate newbuild marine vessels forDiversify our offshore services customer base, increase our offshore services offerings and expand our services business to include onshore facilities along the government and other customers unrelated to the offshore oil and gas sector; andGulf Coast;

 

Fabricate structures in support of our customers as they make energy transitions away from fossil fuels; and

Fabricate foundations, secondary steel components and support structures for offshore wind development.developments.

See below for further discussionThe progress and status of these initiatives.

Progress on our Initiatives

initiatives is summarized further below.

Efforts to mitigate the impacts of COVID-19 on our operations, employees and contractors – We are continuing to take actions to mitigate the impacts of COVID-19 on our operations while ensuring the safety and well-being of our employees and contractors.  

 

COVID-19 measures – We have initiated measures that include, among other things, ongoing communications with our leadership teamsteam to anticipate and proactively address COVID-19 impacts, work-place distancing of employees (including allowing some employees to work from home where appropriate)remotely) and regular monitoring of office and yard personnel for compliance.  We are also monitoring employee and visitor temperatures prior to entering our facilities, implemented employee and visitor wellness questionnaires, increased monitoring of employee absenteeism and the reasons for such absences, and initiatedhave established protocols for employees returning from absences, including employees that have tested positive for COVID-19, or have come in contact with individuals that tested positive for COVID-19.  In addition, we have installed hand sanitizing stations and taken additional actions to more frequently sanitize our facilities.  We estimate that the incremental direct costs of work-place monitoring, enhanced sanitization efforts and other measures related to COVID-19 was approximately $0.2 million for the three and six months ended June 30, 2020.

 

Pursuit of force majeure – We are givinghave given appropriate notices to our customers and makinghave made the appropriate claims for extensions of schedule for our projects which have beenthat were impacted by the COVID-19 pandemic.COVID-19.

 

Loan agreementInOn April 17, 2020, we entered into aan unsecured loan agreement for proceedsin the aggregate amount of $10.0 million (“PPP Loan”) with Whitney Bank pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”).  The proceeds have beenwere used for payroll costs, benefits, rent and utilities, of which approximately 94% has been93% was used for payroll costs. In July 2021, the SBA approved our application for forgiveness of $8.9 million of the PPP Loan, and we repaid the remaining balance of the PPP Loan. See “Liquidity and Capital Resources” below and Note 8Notes 5 and 9 of our Financial Statements withinin Item 1 for further discussion of the PPP Loan.  

Efforts to reduce our risk profile – The completion of the Shipyard Transaction improves our risk profile by removing potential future risks associated with the Divested Shipyard Contracts that represented approximately 90% of our backlog and extended through 2024. Further, the wind down of the Shipyard Division operations after completion of the Retained Shipyard Contracts will further reduce our risk profile as it will position us for profitable growth in existing and new higher-margin markets associated with our Fabrication & Services Division. See “Operating Segments” below and Note 2 of our Financial Statements in Item 1 for further discussion of our project impacts.


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Efforts to preserve and improve our liquidity – We continue to take actions to preserve and improve our liquidity. Atliquidity, and at June 30, 20202021 our cash, current restricted cash and short-term investments totaled $69.2 million and availability under$74.5 million. To preserve our Credit Agreement totaled $30.2 million. Our liquidity reflects ourposition, we have undertaken cost reduction initiatives (including further reducing the compensation of our executive officers and directors and reducing the size of our board)board in 2020), monetized under-utilized assets and facilities (including the sale of underutilized assets held for sale for net proceeds of $4.4 million in the second quarter 2021) and facilities andare maintaining an ongoing focus on project cash flow management. In addition to our cash and short-term investments, at June 30, 2020, our assets held for sale totaled $8.1 million. Further, as discussed above, we received the PPP Loan in the second quarter 2020, which provided funding necessary to offset the immediate and anticipated impacts of the COVID-19 pandemic.COVID-19.  It also provided us important additional liquidity, as we experience significant monthly fluctuations in our working capital andwhich is important because a strong balance sheet is required to execute our backlog and compete for new project awards.    awards, and we experience significant monthly fluctuations in our working capital.  In addition, as a result of the Shipyard Transaction and anticipated wind down of the Shipyard Division operations, our bonding, letters of credit and working capital requirements related to the Divested Shipyard Contracts and ongoing Shipyard Division operations have been significantly reduced.

Efforts to improve our resource utilization and centralize our key project resources – We are improving our resource utilization and centralizing our key project resources through the rationalization and integration of our facilities and operations.

 

Closure of Jennings Yard We intend to close the Jennings Yard upon completion of our harbor tug projects, which was previously forecast to occur in the third quarter 2020 and is now forecast to occur in the fourth quarter 2020.  The closure will consolidate our new build marine vessel construction activities in our Houma Yards, enabling us to maximize the utilization of our resources (including reducing our overhead costs), combine our management and supervision talent in a single location, and improve our project execution.  See Note 7 of our Financial Statements in Item 1 for further discussion of our anticipated closure of the Jennings Yard.

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Combination of our Fabrication Division and Services Division and Realignment of Projects As discussed above, inDuring the first quarter 2020, we combined our Fabrication Division and Services DivisionsDivision to form an integrated new division called Fabrication & Services.  The integration will enableis enabling us to capitalize on the best practices and execution experience of the former divisions, conform processes and procedures, maximize the utilization of our resources (including reducing our overhead costs) and improve project execution. In addition, as discussed above, in

Closure of Jennings Facility and Lake Charles Facility During the firstfourth quarter 2020, managementwe closed our Jennings Facility and project execution responsibility for our two, forty-vehicle ferry projects was transferred from our former Fabrication Division toLake Charles Facility, reducing overhead costs, improving utilization and accelerating the wind down of our Shipyard Division operations discussed further below.

Completion of Shipyard Transaction and wind down of Shipyard Division operations During the second quarter 2021, we completed the Shipyard Transaction and intend to better alignwind down the supervisionShipyard Division operations upon completion of the Retained Shipyard Contracts, which is expected to reduce overhead costs, improve utilization and construction of these vesselsenable senior management to focus on existing and new higher-margin markets associated with the capabilities and expertise of our ShipyardFabrication & Services Division.

Efforts to improve our competitiveness and project execution – We have taken, and continue to take, actions to improve our competitiveness and project execution by enhancing our proposal, estimating and operations resources, processes and procedures.  SuchOur actions include strategic changes in management and key personnel, the addition of functional expertise, project management training, development of a formal “lessons learned” program, to incorporate experiences gained from previous projects into current and future projects, and other measures designed to strengthen our personnel, processes and procedures.  Further, we are taking a more disciplined approach to pursuing and bidding project opportunities, putting more rigor around our bid estimates to provide greater confidence that our estimates are achievable, increasing accountability and providing incentives for the execution of projects in line with our original estimates and subsequent forecasts, and incorporating previous experience on projects into the bidding and execution of future projects.  

Efforts to expand our skilled workforce – We are focused on ways to improve retention and enhance and add to our skilled, craft personnel, as we believe a strong workforce will be a key differentiator in pursing new project awards given the scarcity of available skilled labor.

Efforts to reduce our reliance on the offshore oil and gas sector and pursue more stable, profitable growth – We are pursuing several initiatives to reduce our reliance on the fabrication of structures and marine vessels associated with the offshore oil and gas sector.

 

Fabrication of onshore modules, piping systems and structures - We continue to focus our business development efforts on the fabrication of modules, piping systems and other structures for onshore refining, petrochemical, LNG and industrial fabrication facilities. We have experienced success with several smaller project opportunities, and our volume of bidding activity for onshore modules, piping systems and structures remains high;is increasing; however, our pursuit of large project opportunities has been impacted by the timing and delay of certain opportunities due in part to the COVID-19, pandemic, volatile oil prices and on-goingan ongoing competitive market environment. We also continue to believe that our strategic location in Houma, Louisiana and past track record of quality and on-time completion of onshore modules position us well to compete in the onshore fabrication market; however,market. However, we do not expect large project opportunities to be awarded by customers until late 20202021 or during 2021.2022. This timing may be impacted by ongoing uncertainty created by the decrease in, and volatility of oil prices and the COVID-19 pandemic.COVID-19. In the interim, we continue to strengthen our relationships with key customers and strategic partners and enhance our resources as discussed above.  

 

Fabrication of newbuild marine vessels forDiversify our offshore services customer base, increase our offshore services offerings and expand our services business to include onshore facilities along the government and other non-oil and gas related customers -Gulf Coast – We continuebelieve diversifying and expanding our services business will deliver a more stable revenue stream while providing underpinning work to pursue newbuild marine vessel opportunities for customers unrelatedrecruit, develop and retain our craft professionals. We will also partner with original equipment manufacturers to the offshore oil and gas sector.  During the first quarter 2020, the U.S. Navy exercised its options for the construction of two additional towing, salvage and rescue ships, and continues to have options for three additional vessels. At June 30, 2020, over 95% of the backlog within our Shipyard Division was attributable to government and other customers unrelated to the offshore oil and gas sector, including the construction of three research vessels, five towing, salvage and rescue ships and three vehicle ferries.  We are also making capital improvementsprovide critical services to our facilities, primarily erection sitescustomers along the Gulf Coast.


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Fabricate structures in support of our customers as they make energy transitions away from fossil fuels We believe that our expertise and warehouse storage,capabilities provide us with the necessary foundation to fabricate steel structures in support currentof our customers as they transition away from fossil fuels to green energy end markets.  Examples of these opportunities include refiners who are looking to process biofuels and potential future projects forcustomers looking to embrace the U.S. Navy.growing hydrogen economy.  

 

Fabrication of offshore wind foundations, secondary steel components and support structures -We continue to believe that current initiatives, and potential future requirements, to provide electricity from renewable and green sources will result in growth of offshore wind projects.  Furthermore, we believe that we possess the expertise to fabricatefabricate foundations, secondary steel components and support structures for this emerging market. This is demonstrated by our fabrication of wind turbine foundations for the first offshore wind project in the U.S. in 2015, and the fabrication of a meteorological tower and platform for an offshore wind project in 2018.project. While we believe we have the capability to participate in this emerging market, we do not expect meaningful opportunities until 2021 or 2022.in the near term.

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Operating Outlook

Our focus remains on securing profitable new project awards and backlog in the near-term and generating operating income and cash flows in the longer-term, while ensuring the safety and well-being of our employees and contractors, which has been further challenged due to the COVID-19 pandemic.COVID-19. Our success, including achieving the aforementioned initiatives, will be determined by, among other things:

 

Oil and gas prices and the level of volatility in such prices;prices, including the impact of environmental regulations that restrict the oil and gas industry under the new administration and Congress;

 

The COVID-19, pandemic, for which the ultimate business and financial impacts cannot be reasonably estimated at this time;

 

The level of fabrication opportunities in our traditional offshore markets and the new markets that we are pursuing, including refining, petrochemical, LNG and industrial facilities (especially in light of the new administration and Congress), green energy and offshore wind developments;

 

The level of new build marine vessel activity within, and outside of, the oil and gas sector;

Our ability to secure new project awards through competitive bidding and/or alliance and partnering arrangements;

 

Our ability to execute projects within our cost estimates and successfully manage them through completion;completion (including the Retained Shipyard Contracts);

 

Our ability to hire, develop, motivate and retain key personnel and craft labor to execute our projects;

 

The successful integration of our Fabrication Division and Services Division;

The successful closureDivision and the wind down of our Jennings Yard;Shipyard Division operations; and

 

Our ability to resolve our dispute with a customer related to the construction of two MPSVs (see Note 56 of our Financial Statements in Item 1 and “Legal Proceedings” in Part II, Item 31 for further discussion of the dispute).  

In addition, in the near-term: (i) thenear-term utilization of our Shipyard Division will be adversely affected by temporary delays in construction activities for our three research vessel projects until engineering achieves further completion and will be impacted by disruptions caused by the closure of our Jennings Yard, (ii) the utilization of our newly integrated Fabrication & Services Division will be impacted by the delay in timing of new project awards and suspension of work on certain projects in backlog and (iii) the utilization of both divisions will be impacted by continued inefficiencies and disruptions associated with COVID-19 related health and safety mitigation measures, employee absenteeism and employee absenteeism.turnover, craft labor hiring challenges, engineering delays, and supplier and subcontractor disruptions. Our near-term results may also be adversely affected by costs associated with (i) the retention of certain personnel that previously supported both our operating divisions but may be temporarily under-utilized due to the Shipyard Transaction as we evaluate our resource requirements to support our future operations, and (ii) investments in key personnel and process improvement efforts to support our aforementioned initiatives. In addition, our gross profit for both divisions will be impacted in the near-term as certain projects within our backlog are in a loss position and a majority of our remaining backlog is at, or near, break-even gross profit.  Specifically, due to previous project awards bid at competitive pricing (including the option exercises by our customer in the first quarter 2020 for two additional towing, salvage and rescue ships) and project charges in 2019, approximately 5% of our backlog is in a loss position (excluding our MPSV projects), 75% of our backlog is at, or near, break-even, and our remaining backlog is at a low gross profit margin.   Accordingly, this backlog will result in future revenue with low or no gross profit; however, we continue to focus on improvements to our personnel, processes and procedures to improve project gross profit.  See Item 1A and Note 1 of our Financial Statements in Item 1 for further discussion of the impacts of COVID-19 pandemic and developmentsvolatility in the global oil markets.prices and Note 2 and

“Results of Operations” below for discussion of our project impacts.

Critical Accounting Policies

 

For a discussion of critical accounting policies and estimates used in the preparation of our Financial Statements, refer to “Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations”Operations in Part II, Item 7 included in our 20192020 Annual Report. There have been no changes to our critical accounting policies since December 31, 2019.2020.


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New Awards and Backlog

New project awards represent expected revenue values of commitments received during a given period, including scope growth on existing commitments. A commitment represents authorization from our customer to begin work or purchase materials pursuant to a written agreement, letter of intent or other form of authorization. Backlog represents the unrecognized revenue for our new project awards and may differ fromat June 30, 2021, was comparable to the value of futureremaining performance obligations for our contracts required to be disclosed under Topic 606 and presented in Note 2 of our Financial Statements in Item 1. In general, a performance obligation is a contractual obligation to construct and/or transfer a distinct good or service to a customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Backlog includes our performance obligations at June 30, 2020, plus signed contracts that are temporarily suspended or under protest that may not meet the criteria to be reported as future performance obligations under Topic 606 but represent future work that we believe will be performed. We believe that backlog a non-GAAP financial measure, provides useful information to investors.investors as it represents work that we are contractually obligated to perform under our current contracts. New project awards and backlog may vary significantly each reporting period based on the timing of our major new contract commitments. Backlog may differ from our remaining performance obligations, which are determined in accordance with GAAP.

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Projects in our backlog are generally subject to delay, suspension, termination, or an increase or decrease in scope at the option of the customer; however, the customer is required to pay us for work performed and materials purchased through the date of termination, suspension, or decrease in scope. Depending on the size of the project, the delay, suspension, termination or increase or reduction in scope of any one contract could significantly impact our backlog and change the expected amount and timing of revenue recognized.

 

New project awards by Division for the three and six months ended June 30, 20202021 and 2019,2020, are as follows (in thousands):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Division

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Shipyard

 

$

1,666

 

 

$

199,306

 

 

$

130,585

 

 

$

202,101

 

Fabrication & Services

 

 

27,962

 

 

 

22,881

 

 

 

40,609

 

 

 

65,910

 

 Total  New Awards

 

$

29,628

 

 

$

222,187

 

 

$

171,194

 

 

$

268,011

 

A reconciliation of our remaining performance obligations under Topic 606 (the most comparable GAAP measure as presented in Note 2 of our Financial Statements in Item 1) to our reported backlog is provided below (in thousands).

 

 

June 30, 2020

 

 

 

Shipyard

 

 

F&S

 

 

Consolidated

 

Remaining performance obligations under Topic 606

 

$

417,557

 

 

$

30,547

 

 

$

448,104

 

Contracts under purported termination(1)

 

 

21,888

 

 

 

 

 

 

21,888

 

Total Backlog(2)

 

$

439,445

 

 

$

30,547

 

 

$

469,992

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

Division

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Fabrication & Services

 

$

18,192

 

 

$

27,442

 

 

$

29,739

 

 

$

39,642

 

Shipyard

 

 

 

 

 

20

 

 

 

 

 

 

152

 

 Total New Awards

 

$

18,192

 

 

$

27,462

 

 

$

29,739

 

 

$

39,794

 

 

Backlog by Division at June 30, 20202021 and December 31, 2019,2020, is as follows (in thousands):

 

June 30, 2020

 

 

December 31, 2019(3)

 

 

June 30, 2021

 

 

December 31, 2020

 

Division

 

Amount

 

 

Labor Hours

 

 

Amount

 

 

Labor Hours

 

 

Amount

 

 

Labor Hours

 

 

Amount

 

 

Labor Hours

 

Fabrication & Services

 

$

9,326

 

 

 

112

 

 

$

19,381

 

 

 

236

 

Shipyard

 

$

439,445

 

 

 

2,906

 

 

$

387,340

 

 

 

2,645

 

 

 

14,588

 

 

 

159

 

 

 

23,187

 

 

 

263

 

Fabrication & Services

 

 

30,547

 

 

 

347

 

 

 

49,986

 

 

 

492

 

Total Backlog(2)

 

$

469,992

 

 

 

3,253

 

 

$

437,326

 

 

 

3,137

 

Total Backlog(1),(2)

 

$

23,914

 

 

 

271

 

 

$

42,568

 

 

 

499

 

Backlog at June 30, 2020 is expected to be recognized as revenue in the following periods (in thousands):

Year(4)

 

Total

 

Remainder of 2020

 

$

105,155

 

2021

 

 

206,331

 

2022

 

 

115,870

 

Thereafter

 

 

20,748

 

Future performance obligations under Topic 606

 

 

448,104

 

Contracts under purported termination(1)

 

 

21,888

 

Backlog(2)

 

$

469,992

 

__________________

 

(1)

RepresentsIn connection with the Shipyard Transaction, backlog within ourassociated with the Divested Shipyard Division relatedContracts totaling $303.1 million was sold.  We expect to contractsrecognize revenue of approximately $17.6 million and $6.3 million for the constructionremainder of two MPSVs that are subject to purported notices of termination by2021 and thereafter, respectively, associated with our customer. We dispute the purported terminations and disagree with the customer’s reasons for the same. We can provide no assurances that we will reach a favorable resolution with the customer for completion of the two MPSVs. See Note 5 of our Financial Statements in Item 1 and “Legal Proceedings” in Item 3 for further discussion of the dispute.

(2)

Atbacklog at June 30, 2020, eleven customers represented approximately 98% of our backlog and at December 31, 2019, eleven customers represented approximately 96% of our backlog. At June 30, 2020, backlog from the eleven customers consisted of:

(i)

Construction of one harbor tug within our Shipyard Division. The fourth of five vessels was completed in the first quarter 2020. We estimate completion of the remaining vessel in the third quarter 2020;

(ii)

Construction of one harbor tug within our Shipyard Division (separate from above). The fourth of five vessels was completed in the second quarter 2020. We estimate completion of the remaining vessel in the fourth quarter 2020;

(iii)

Construction of three regional class research vessels within our Shipyard Division. We estimate completion of the vessels in 2022 and 2023;

(iv)

Construction of five towing, salvage and rescue ships within our Shipyard Division. We estimate completion of the vessels in 2021, 2022 and 2023. Our customer has options for the construction of three additional vessels;

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(v)

Construction of two, forty-vehicle ferries within our Shipyard Division. We estimate completion of the vessels in the fourth quarter 2020 and in 2021;

(vi)

Fabrication of an offshore jacket and deck (destined for Trinidad) within our Fabrication & Services Division. We estimate completion of the project in the third quarter 2020;

(vii)

Construction of a seventy-vehicle ferry within our Shipyard Division. We estimate completion of the vessel in 2021;

(viii)

Fabrication of modules for an offshore facility within our Fabrication & Services Division. We estimate completion of the project in 2021;

(ix)

Material supply for an offshore jacket and deck within our Fabrication & Services Division.  In April 2020, our customer suspended the project until further notice.  We received a partial release to recommence work in May 2020;

(x)

Fabrication of mooring and breasting dolphins within our Fabrication & Services Division. We estimate completion of the project in 2021; and

(xi)

Construction of two MPSV’s within our Shipyard Division. See footnote (1) above for further discussion.

(3)

In the first quarter 2020, our Fabrication and Services Divisions were operationally combined to form a new division called Fabrication & Services. Accordingly, backlog as of December 31, 2019 for our former Fabrication and Services Divisions has been combined to conform to the presentation of our reportable segments for 2020. In addition, in the first quarter 2020, management and project execution responsibility for our two, forty-vehicle ferry projects was transferred from our former Fabrication Division to our Shipyard Division.  Accordingly, $13.4 million of backlog and 0.1 million labor hours associated with these projects as of December 31, 2019 were reclassified from our former Fabrication Division to our Shipyard Division to conform to the presentation of these projects for 2020.  See Note 7 of our Financial Statements in Item 1 for further discussion of our realigned operating divisions.

(4)

2021. The timing of recognition of the revenue presented in our backlog is based on our current estimates to complete the projects. Certain factors and circumstances could cause changes in the amounts ultimately recognized and the timing of recognition of revenue from our backlog. See Note 3 of our Financial Statements in Item 1 for further discussion of the Shipyard Transaction.

(2)

At June 30, 2021, our significant projects in backlog included the following:

(i)

Construction of two forty-vehicle ferries within our Shipyard Division. We estimate completion of the second vessel in the third quarter 2021 and the first vessel in 2022;

(ii)

Construction of a seventy-vehicle ferry within our Shipyard Division. We estimate completion of the vessel in 2022;

(iii)

Fabrication of marine docking structures within our Fabrication & Services Division. We estimate completion of the project in the third quarter 2021; and

(iv)

Material supply for an offshore jacket and deck within our Fabrication & Services Division.  The project was completed in July 2021.

Our contracts for the construction of five towing, salvage and rescue ships contain options which grant our customer (the U.S. Navy) the right, if exercised, for the construction of three additional vessels at contracted prices. We do not include options in our backlog. If all options under our current contracts were exercised by such customer, our backlog would increase by approximately $203.0 million. We have not received any commitments from such customer related to the exercise of these options, and we can provide no assurances that any options will be exercised. We believe disclosing these options provides investors with useful information to evaluate additional potential work that we would be contractually obligated to perform under our current contracts as well as the potential significance of these options, if exercised.


- 2426 -


 

 

Results of Operations

We determined the Shipyard Division operations associated with the Shipyard Transaction, and associated with certain previously closed Shipyard Division facilities, to be discontinued operations in the second quarter 2021.   See “Overview” above and Note 3 of our Financial Statements within Item 1 for further discussion of the Shipyard Transaction and our discontinued operations.

Comparison of the Three Months Ended June 30, 20202021 and 20192020 (in thousands in each table, except for percentages):

In the comparative tables below, percentage changes that are not considered meaningful are shown below as "nm" (generally when the prior period amount is immaterial or when the percentage change is significantly greater than 100%) are shown below as "nm" (not meaningful).

 

Consolidated

 

Three Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

Three Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

2020

 

 

2019

 

 

Amount

 

 

Percent

 

 

2021

 

 

2020

 

 

Amount

 

 

Percent

 

New project awards

 

$

29,628

 

 

$

222,187

 

 

$

(192,559

)

 

 

(86.7

)%

 

$

18,192

 

 

$

27,462

 

 

$

(9,270

)

 

 

(33.8

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

59,974

 

 

$

80,456

 

 

$

(20,482

)

 

 

(25.5

)%

 

$

24,268

 

 

$

31,988

 

 

$

(7,720

)

 

 

(24.1

)%

Cost of revenue

 

 

61,677

 

 

 

82,054

 

 

 

20,377

 

 

 

24.8

%

 

 

23,164

 

 

 

32,716

 

 

 

9,552

 

 

 

29.2

%

Gross loss

 

 

(1,703

)

 

 

(1,598

)

 

 

(105

)

 

 

(6.6

)%

Gross loss percentage

 

 

-2.8

%

 

 

-2.0

%

 

 

 

 

 

 

 

 

Gross profit (loss)

 

 

1,104

 

 

 

(728

)

 

 

1,832

 

 

nm

 

Gross profit (loss) percentage

 

 

4.5

%

 

 

(2.3

)%

 

 

 

 

 

 

 

 

General and administrative expense

 

 

3,722

 

 

 

3,987

 

 

 

265

 

 

 

6.6

%

 

 

3,093

 

 

 

3,370

 

 

 

277

 

 

 

8.2

%

Other (income) expense, net

 

 

1

 

 

 

(201

)

 

 

(202

)

 

nm

 

 

 

(380

)

 

 

1

 

 

 

381

 

 

nm

 

Operating loss

 

 

(5,426

)

 

 

(5,384

)

 

 

(42

)

 

nm

 

 

 

(1,609

)

 

 

(4,099

)

 

 

2,490

 

 

 

60.7

%

Interest (expense) income, net

 

 

(89

)

 

 

126

 

 

 

(215

)

 

 

(170.6

)%

 

 

(95

)

 

 

(89

)

 

 

(6

)

 

 

(6.7

)%

Loss before income taxes

 

 

(5,515

)

 

 

(5,258

)

 

 

(257

)

 

nm

 

 

 

(1,704

)

 

 

(4,188

)

 

 

2,484

 

 

 

59.3

%

Income tax (expense) benefit

 

 

(22

)

 

 

10

 

 

 

(32

)

 

nm

 

 

 

4

 

 

 

(22

)

 

 

26

 

 

nm

 

Loss from continuing operations

 

 

(1,700

)

 

 

(4,210

)

 

 

2,510

 

 

 

59.6

%

Loss from discontinued operations, net of taxes

 

 

(1,251

)

 

 

(1,327

)

 

 

76

 

 

 

5.7

%

Net loss

 

$

(5,537

)

 

$

(5,248

)

 

$

(289

)

 

 

 

 

 

$

(2,951

)

 

$

(5,537

)

 

$

2,586

 

 

 

46.7

%

 

References below to 20202021 and 20192020 refer to the three months ended June 30, 20202021 and 2019,2020, respectively.

 

New Project Awards – New project awards for 2021 and 2020 and 2019 were $29.6$18.2 million and $222.2$27.5 million, respectively.  Significant new project awards for 20202021 include a mooringsmall-scale fabrication and breasting dolphins project and additional scopes ofoffshore services work for our offshore jacket and deck project within our Fabrication & Services Division.  Significant new project awards for 2019 included:2020 include:

 

The exercise of options by the U.S. Navy for the construction of a second and third towing, salvage and rescue shipA marine docking structures project within our ShipyardFabrication & Services Division, and

 

The exerciseAdditional scopes of an option by Oregon State Universitywork for a third research vesselour offshore jacket and deck project within our ShipyardFabrication & Services Division, and

.  

Small-scale fabrication and offshore services work within our Fabrication & Services Division.

 

Revenue - Revenue for 2021 and 2020 and 2019 was $60.0$24.3 million and $80.5$32.0 million, respectively, representing a decrease of 25.5%24.1%. The decrease was primarily due to:

Decreased revenue for our ShipyardFabrication & Services Division of $6.2$5.4 million, primarily attributable to:

 

LowerNo revenue for our harbor tug projects as we had fewer vessels under construction,offshore jacket and deck project that was completed in the third quarter 2020,

 

Lower revenue for our research vessel projects due to construction delays associated with the previously disclosed temporary suspension of construction activities on the projects until engineering achieves further completion, offset partially by,material supply project and offshore modules project, and

 

Reduced onshore services activity, offset partially by,

Higher revenue for our towing, salvagemarine docking structures project, and rescue ship projects associated with increased construction activities

Increased offshore services and procurement progress on engineered equipment.small-scale fabrication project activity.

Decreased revenue for our Fabrication & ServicesShipyard Division of $14.0$2.8 million, primarily attributable to:

 

Our paddlewheel river boat project that was completed during the first quarter 2020,Lower revenue for our two forty-vehicle ferry projects due to reduced procurement and construction activities, and

 

Lower offshore and onshore services activity,revenue for our seventy-vehicle ferry project due to reduced procurement activities, offset partially by increased construction activities.


- 27 -


Gross profit (loss) – Gross profit for 2021 was $1.1 million (4.5% of revenue) compared to a gross loss of $0.7 million (2.3% of revenue) for 2020. Gross profit for 2021 was primarily impacted by:

Project improvements of $1.9 million for our Fabrication & Services Division, offset partially by,

 

Higher revenueProject charges of $0.9 million for our offshore jacket and deck project.  Shipyard Division,

Gross loss - Gross loss for 2020 and 2019 was $1.7 million (2.8% of revenue) and $1.6 million (2.0% of revenue), respectively. Gross loss for 2020 was primarily due to:

 

A low margin backlog for our Shipyard Division and low revenue volume for our Fabrication & Services Division,

 

The partial under recoveryunder-recovery of overhead costs primarily associated with the underutilizationunder-utilization of our facilities and resources within our Fabrication & Services Division, and to a lesser extent within our Shipyard Division, including costs associated with

- 25 -


retaining salaried overhead and hourly craft employees to perform process improvements, special projects and facility maintenance and repairs,

Project charges of $0.6 million for our Shipyard Division, and

 

Incremental directHolding costs of $0.2 million associated with work-place monitoring, enhanced sanitization efforts and other measuresfor our Shipyard Division related to COVID-19, offset partially by,

Project improvements of $1.0 million forthe two MPSV vessels that remain in our Fabrication & Services Division.possession and are subject to dispute.

The increase ingross profit for 2021 relative to the gross loss for 2020 relative to 2019 was primarily due to:

 

Lower revenue volumeThe aforementioned project improvements of $1.9 million for 2021 for our Fabrication & Services Division,

A higher margin mix relative to 2020 for our Fabrication & Services Division, and reduced recoveries

A decrease in the under-recovery of overhead costs for our Fabrication & Services Division, offset partially by,

 

A lower margin mix relative to 2019, andProject charges of $0.9 million for 2021 for our Shipyard Division,

 

The aforementioned project charges of $0.6 million for 2020 for our Shipyard Division, offset partially by,

Project charges of $2.3 million for 2019 for our Shipyard Division, and

The aforementioned project improvements of $1.0 million for 2020 for our Fabrication & Services Division, and

Lower revenue volume for our Fabrication & Services Division.

See Operating Segments” below and Note 2 of our Financial Statements in Item 1 for further discussion of our project impacts.

 

General and administrative expense - General and administrative expense for 2021 and 2020 and 2019 was $3.7$3.1 million (6.2%(12.7% of revenue) and $4.0$3.4 million (5.0%(10.5% of revenue), respectively, representing a decrease of 6.6%8.2%. The decrease was primarily due to:

 

Lower external audit and legal and advisory fees, and

Cost reduction initiatives including combining our former Fabrication Division and Services Divisions, andDivision in the first quarter 2020, offset partially by,

 

Lower legalHigher incentive plan and advisory fees related primarily to customer disputes, offset partially by,insurance costs, and

 

Higher incentive plan costs (due primarilyassociated with initiatives to the second quarter 2019 reflecting a benefit from the partial reversal of incentive plan costs accrued in the first quarter 2019)diversify and enhance our business.

 

The customer disputes relate primarily to a contract dispute for a completed project that was settled during the first quarter 2020, General and our MPSV projects which are subject to purported termination and for which construction has been suspended.  Legaladministrative expense included legal and advisory fees related to such disputes totaledof $0.3 million and $0.2 million for 2021 and $0.4 million for 2020, and 2019, respectively, andassociated with our MPSV contract dispute, which are reflected within our Corporate Segment.Shipyard Division. See Note 16 of our Financial Statements in Item 1 for further discussion of our settlement of the contract dispute and Note 5 for further discussion of our MPSV dispute.

 

Other (income) expense, net – Other (income) expense, net for 20192021 was income of $0.2$0.4 million. Other (income) expense, net generally represents recoveries or provisions for bad debts, gains or losses associated with the sale or disposition of property and equipment other than assets held for sale, and income or expense associated with certain nonrecurring items. Theitems. Other income for 20192021 was primarily related to net gains on the sales of equipment.equipment and scrap materials and insurance recoveries associated with property damage to our Lake Charles Facility previously caused by Hurricane Laura.

 

Interest (expense) income, net - Interest (expense) income, net for 20202021 and 20192020 was expense of $0.1 million and income of $0.1 million, respectively.  Interest (expense) income, net consists of interest earned on our cash and short-term investment balances, interest incurred on ourthe PPP Loan and the unused portion of our Credit Agreement,LC Facility, and interest amortization associated with our long-term lease liability. The expense for 2020 relative to income for 2019 was primarily due to interestliability and deferred financing costs on our PPP Loan and lower interest rates and lower average cash and short-term investment balances for the 2020 period.LC Facility.

 

Income tax (expense) benefit - Income tax (expense) benefit for 2020 was expense of $22,0002021 and a benefit of $10,000, respectively. Income tax (expense) benefit for both periods2020 represents state income taxes. No federal income tax benefit was recorded for either period as a full valuation allowance was recorded against our net deferred tax assets generated during the period.periods.    

- 2628 -


 

Operating Segments

 

Shipyard Division(1)

 

Three Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

Fabrication & Services Division

 

Three Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

2020

 

 

2019

 

 

Amount

 

 

Percent

 

 

2021

 

 

2020

 

 

Amount

 

 

Percent

 

New project awards

 

$

1,666

 

 

$

199,306

 

 

$

(197,640

)

 

 

(99.2

)%

 

$

18,192

 

 

$

27,442

 

 

$

(9,250

)

 

 

(33.7

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

33,888

 

 

$

40,053

 

 

$

(6,165

)

 

 

(15.4

)%

 

$

21,227

 

 

$

26,606

 

 

$

(5,379

)

 

 

(20.2

)%

Gross loss

 

 

(1,231

)

 

 

(2,912

)

 

 

1,681

 

 

 

57.7

%

Gross loss percentage

 

 

-3.6

%

 

 

-7.3

%

 

 

 

 

 

 

 

 

Gross profit (loss)

 

 

2,241

 

 

 

(492

)

 

 

2,733

 

 

nm

 

Gross profit (loss) percentage

 

 

10.6

%

 

 

(1.8

)%

 

 

 

 

 

 

 

 

General and administrative expense

 

 

493

 

 

 

590

 

 

 

97

 

 

 

16.4

%

 

 

761

 

 

 

991

 

 

 

230

 

 

 

23.2

%

Other (income) expense, net

 

 

 

 

 

62

 

 

 

62

 

 

nm

 

 

 

(176

)

 

 

1

 

 

 

177

 

 

nm

 

Operating loss

 

 

(1,724

)

 

 

(3,564

)

 

 

1,840

 

 

 

51.6

%

Operating income (loss)

 

 

1,656

 

 

 

(1,484

)

 

 

3,140

 

 

nm

 

 

References below to 2021 and 2020 refer to the three months ended June 30, 2021 and 2020, respectively.

(1)

In the first quarter 2020, management and project execution responsibility for our two, forty-vehicle ferry projects was transferred from our former Fabrication Division to our Shipyard Division.  Accordingly, revenue of $2.5 million associated with these projects for 2019 was reclassified from our former Fabrication Division to our Shipyard Division to conform to the presentation of these projects for 2020 (the projects had no significant gross profit for 2019).  See Note 7 of our Financial Statements in Item 1 for further discussion of our realigned operating divisions.

 

New Project Awards – New project awards for 2021 and 2020 and 2019 were $1.7$18.2 million and $199.3$27.4 million, respectively.  Significant new project awards for 20192021 include small-scale fabrication and offshore services work.  Significant new project awards for 2020 include:

 

The exercise of options by the U.S. Navy for the construction of a second and third towing, salvage and rescue ship, andA marine docking structures project,

 

The exerciseAdditional scopes of an option by Oregon State Universitywork for a third research vesselour offshore jacket and deck project, and

.  

Small-scale fabrication and offshore services work.

 

Revenue Revenue for 2021 and 2020 and 2019 was $33.9$21.2 million and $40.1$26.6 million, respectively, representing a decrease of 15.4%20.2%. The decrease was primarily due to:

 

LowerNo revenue for our harbor tug projects as we had fewer vessels under construction,offshore jacket and deck project that was completed in the third quarter 2020,

 

Lower revenue for our research vessel projects due to construction delays associated with the previously disclosed temporary suspension of construction activities on the projects until engineering achieves further completion,material supply project and offshore modules project, and

 

Lower revenue for our ice-breaker tug project which was completed in the second quarter 2020,Reduced onshore services activity, offset partially by,

 

Higher revenue for our towing, salvagemarine docking structures project, and rescue ship projects associated with increased construction activities and procurement progress on engineered equipment, and

 

Higher revenue for our seventy-vehicle ferryIncreased offshore services and small-scale fabrication project associated with procurement progress on engineered equipment.activity.

 

Gross lossprofit (loss) Gross lossprofit for 2020 and 20192021 was $1.2$2.2 million (3.6%(10.6% of revenue) and $2.9compared to a gross loss of $0.5 million (7.3%(1.8% of revenue), respectively. for 2020. Gross profit for 2021 was primarily impacted by:

Project improvements of $1.9 million related to cost decreases and favorable resolution of change orders for our offshore modules project, material supply project and a subsea structures project, offset partially by,

Low revenue volume due to low backlog levels, and

The partial under-recovery of overhead costs associated with the under-utilization of our facilities and resources due to low work hours.

The gross profit for 2021 relative to the gross loss for 2020 was primarily due to:

 

A low margin backlog as 85%The aforementioned project improvements of our Shipyard Division’s backlog is at, or near, break-even or is in a loss position, and the remainder is at a low gross profit margin, and accordingly, results in revenue with low or no gross profit,$1.9 million for 2021,

 

The partial under recovery of overhead costs primarily dueA higher margin mix relative to the aforementioned construction delays for our three research vessel projects,2020, and

 

Project charges of $0.6 million related to forecast cost increases on our final two harbor tug projects.

The decrease in gross loss for 2020 relative to 2019 was primarily due to:

Project chargesA decrease in the under-recovery of $2.3 million for 2019 on our harbor tug and ice-breaker tug projects,overhead costs due to cost reductions, offset partially by,

 

The aforementioned project charges of $0.6 million for 2020,Lower revenue volume, and

 

A lower margin mix relative to 2019.Project improvements of $1.0 million for 2020 on our paddlewheel riverboat project and offshore jacket and deck project.

The Fabrication & Services Division utilization for 2021 and 2020 benefited by $0.3 million and $0.3 million, respectively, from providing resources and facilities to our Shipyard Division for our seventy-vehicle ferry project and two forty-vehicle ferry projects. See Note 2 of our Financial Statements in Item 1 for further discussion of our project impacts.

 

General and administrative expense  General and administrative expense for 2021 and 2020 and 2019 was $0.5$0.8 million (1.5%(3.6% of revenue) and $0.6$1.0 million (1.5%(3.7% of revenue), respectively, representing a decrease of 16.4%23.2%. The decrease was primarily due to our cost reduction initiatives.  initiatives including combining our former Fabrication Division and Services Division during the first quarter 2020.

 

- 2729 -


 

Other (income) expense, netOther (income) expense, net for 20192021 was expenseincome of $0.1$0.2 million.  Other income for 2021 was primarily related to gains on the sales of equipment and scrap materials.    

Fabrication & Services Division(1)

 

Three Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

Shipyard Division

 

Three Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

2020

 

 

2019

 

 

Amount

 

 

Percent

 

 

2021

 

 

2020

 

 

Amount

 

 

Percent

 

New project awards

 

$

27,962

 

 

$

22,881

 

 

$

5,081

 

 

 

22.2

%

 

$

 

 

$

20

 

 

$

(20

)

 

nm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

26,606

 

 

$

40,653

 

 

$

(14,047

)

 

 

(34.6

)%

 

$

3,129

 

 

$

5,902

 

 

$

(2,773

)

 

 

(47.0

)%

Gross profit (loss)

 

 

(472

)

 

 

1,460

 

 

 

(1,932

)

 

 

(132.3

)%

Gross profit (loss) percentage

 

 

-1.8

%

 

 

3.6

%

 

 

 

 

 

 

 

 

Gross loss

 

 

(1,059

)

 

 

(183

)

 

 

(876

)

 

nm

 

Gross loss percentage

 

 

(33.8

)%

 

 

(3.1

)%

 

 

 

 

 

 

 

 

General and administrative expense

 

 

921

 

 

 

1,206

 

 

 

285

 

 

 

23.6

%

 

 

264

 

 

 

239

 

 

 

(25

)

 

 

(10.5

)%

Other (income) expense, net

 

 

1

 

 

 

(263

)

 

 

(264

)

 

nm

 

 

 

(204

)

 

 

 

 

 

204

 

 

nm

 

Operating income (loss)

 

 

(1,394

)

 

 

517

 

 

 

(1,911

)

 

nm

 

Operating loss

 

 

(1,119

)

 

 

(422

)

 

 

(697

)

 

nm

 

(1)

In the first quarter 2020, our FabricationReferences below to 2021 and Services Divisions were operationally combined to form a new division called Fabrication & Services. Accordingly, segment results (including the effects of eliminations) for our Fabrication and Services Divisions for 2019 have been combined to conform to the presentation of our reportable segments for 2020.  In addition, in the first quarter 2020, management and project execution responsibility for our two, forty-vehicle ferry projects was transferred from our former Fabrication Division to our Shipyard Division.  Accordingly, revenue of $2.5 million associated with these projects for 2019 was reclassified from our former Fabrication Division to our Shipyard Division to conform to the presentation of these projects for 2020 (the projects had no significant gross profit for 2019).  See Note 7 of our Financial Statements in Item 1 for further discussion of our realigned operating divisions.

New Project Awards – New project awards for 2020 refer to the three months ended June 30, 2021 and 2019 were $28.0 million and $22.9 million,2020, respectively.  Significant new project awards for 2020 include a mooring and breasting dolphins project and additional scopes of work for our offshore jacket and deck project.  We had no individually significant awards in 2019.

Revenue – Revenue for 2021 and 2020 and 2019 was $26.6$3.1 million and $40.7$5.9 million, respectively, representing a decrease of 34.6%47.0%. The decrease was primarily due to:

 

Our paddlewheel river boatLower revenue for our two forty-vehicle ferry projects due to reduced procurement and subsea components projects that were completed during the first quarter 2020,construction activities, and

 

Lower offshore and onshore services activity, offset partially by,

HigherLower revenue for our offshore jacket and deck and material supply projects.seventy-vehicle ferry project due to reduced procurement activities, offset partially by increased construction activities.

 

Gross profit (loss)loss – Gross profit (loss)loss for 2021 and 2020 and 2019 was a gross loss of $0.5$1.1 million (1.8%(33.8% of revenue) and gross profit of $1.5$0.2 million (3.6%(3.1% of revenue), respectively. The gross loss for 20202021 was primarily due to:

 

Low revenue volume due to low backlog levels and the partial under recovery of overhead costs, including costs associated with retaining salaried overhead and hourly craft employees to perform process improvements, special projects and facility maintenance and repairs, offset partially by,

Project improvementscharges of $0.5$0.9 million related to project incentives earnedforecast cost increases and liquidated damages on our offshore jacket and deckseventy-vehicle ferry project, and

 

Project improvementsHolding costs of $0.5$0.2 million related to the favorable resolution of change orders fortwo MPSV vessels that remain in our paddlewheel riverboatpossession and subsea components projects.are subject to dispute.

The increase in gross loss for 20202021 relative to gross profit for 20192020 was primarily due to:

Lower revenue volume and reduced recoveries of overhead costs, and

A lower margin mix relative to 2019, offset partially by,

The aforementioned project improvements of $1.0 million for 2020.

to the aforementioned project charges of $0.9 million for 2021. See Note 2 of our Financial Statements in Item 1 for further discussion of our project impacts.

 

General and administrative expense - General and administrative expense for 2021 and 2020 and 2019 was $0.9$0.3 million (3.5%(8.4% of revenue) and $1.2$0.2 million (3.0%(4.0% of revenue), respectively, representing a decreasean increase of 23.6%10.5%.  The decrease was primarily dueGeneral and administrative expense relates to legal and advisory fees associated with our cost reduction initiatives including combiningMPSV contract dispute. See Note 6 of our former Fabrication and Services Divisions.Financial Statements in Item 1 for further discussion of our MPSV dispute.

 

Other (income) expense, net - Other (income) expense, net for 20192021 was income of $0.3$0.2 million.  Other income for 2021 was primarily related to net gains on the sales of equipment.insurance recoveries associated with property damage to our Lake Charles Facility previously caused by Hurricane Laura, offset partially by carry costs associated with our leased Jennings Facility and Lake Charles Facility.

 

- 28 -


Corporate Division

 

Three Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

 

2021

 

 

2020

 

 

Amount

 

 

Percent

 

Revenue (eliminations)

 

$

(88

)

 

$

(520

)

 

$

432

 

 

nm

 

Gross loss

 

 

(78

)

 

 

(53

)

 

 

(25

)

 

 

(47.2

)%

Gross loss percentage

 

n/a

 

 

n/a

 

 

 

 

 

 

 

 

 

General and administrative expense

 

 

2,068

 

 

 

2,140

 

 

 

72

 

 

 

3.4

%

Operating loss

 

 

(2,146

)

 

 

(2,193

)

 

 

47

 

 

 

2.1

%

 

Corporate Division

 

Three Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

 

2020

 

 

2019

 

 

Amount

 

 

Percent

 

Revenue (eliminations)

 

$

(520

)

 

$

(250

)

 

$

(270

)

 

 

(108.0

)%

Gross loss

 

 

 

 

 

(146

)

 

 

146

 

 

 

100.0

%

Gross loss percentage

 

n/a

 

 

n/a

 

 

 

 

 

 

 

 

 

General and administrative expense

 

 

2,308

 

 

 

2,191

 

 

 

(117

)

 

 

(5.3

)%

Operating loss

 

 

(2,308

)

 

 

(2,337

)

 

 

29

 

 

 

1.2

%

References below to 2021 and 2020 refer to the three months ended June 30, 2021 and 2020, respectively.

 

Gross loss Gross loss for 20192021 and 2020 was $0.1 million and represents costs incurred by the Corporate Division to support our operating divisions.  Such costs are reflected within the operating divisions in 2020.$0.1 million, respectively.


- 30 -


 

General and administrative expense  General and administrative expense for 2021 and 2020 and 2019 was $2.3$2.1 million (3.0%(8.5% of consolidated revenue) and $2.2$2.1 million (2.7%(6.7% of consolidated revenue), respectively, representing an increasea decrease of 5.3%3.4%. The increasedecrease was primarily due to:

 

Lower external audit and legal and advisory fees, offset partially by,

Higher incentive plan and insurance costs, (due primarilyand

Higher costs associated with initiatives to diversify and enhance our business.

Discontinued Operations

A summary of the operating results constituting the loss from discontinued operations for the three months ended June 30, 2021 and 2020, is as follows:

 

 

Three Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

 

2021

 

 

2020

 

 

Amount

 

 

Percent

 

Revenue

 

$

6,471

 

 

$

27,986

 

 

$

(21,515

)

 

 

(76.9

)%

Gross profit (loss)

 

 

65

 

 

 

(975

)

 

 

1,040

 

 

nm

 

Gross profit (loss) percentage

 

 

1.0

%

 

 

(3.5

)%

 

 

 

 

 

 

 

 

General and administrative expense

 

 

73

 

 

 

352

 

 

 

279

 

 

 

79.3

%

Impairments and (gain) loss on assets held for sale

 

 

1,903

 

 

 

 

 

 

(1,903

)

 

nm

 

Other (income) expense, net

 

 

(660

)

 

 

 

 

 

660

 

 

nm

 

Operating loss

 

 

(1,251

)

 

 

(1,327

)

 

 

76

 

 

 

5.7

%

Operating results from discontinued operations for the three months ended June 30, 2021 include results through April 19, 2021, the Closing Date of the Shipyard Transaction.  References below to 2021 and 2020 refer to the three months ended June 30, 2021 and 2020, respectively.

Revenue – Revenue for 2021 and 2020 was $6.5 million and $28.0 million, respectively, representing a decrease of 39.5%. The decrease was primarily due to:

No revenue for our harbor tug projects in 2021 as the second quarter 2019 reflecting a benefit from the partial reversal of incentive plan costs accruedlast vessel was completed in the first quarter 2019)2021, and higher insurance costs; offset partially by,

Lower revenue for our research vessel projects and towing, salvage and rescue ship projects that were sold in connection with the Shipyard Transaction in April 2021.

Gross profit (loss) – Gross profit for 2021 was $0.1 million(1.0% of revenue) compared to a gross loss of $1.0 million (3.5% of revenue) for 2020. Gross profit for 2021 was primarily impacted by:

A backlog for our discontinued operations that was generally at, or near, break-even or in a loss position, and accordingly, resulted in revenue with low or no gross profit, and

 

Lower legal and advisory fees related primarily to customer disputes, reduced professional feesThe partial under-recovery of overhead costs associated with the evaluationunder-utilization of strategic alternatives,our facilities and other cost savings including reductions in board size.resources.

The customer disputes relate primarilygross profit for 2021 relative to a contract dispute for a completed project that was settled during the first quarter 2020, and our MPSV projects which are subject to purported termination and for which construction has been suspended. Legal and advisory fees related to such disputes totaled $0.2 million and $0.4 milliongross loss for 2020 and 2019, respectively. was primarily due to:

Project charges of $0.6 million for 2020 on our harbor tug projects, and

A decrease in the under-recovery of overhead costs.

See Note 13 of our Financial Statements in Item 1 for further discussion of our settlementproject impacts attributable to discontinued operations.

General and administrative expense – General and administrative expense for 2021 and 2020 was $0.1 million (1.1% of revenue) and $0.4 million (1.3% of revenue), respectively, representing a decrease of 79.3%. The decrease was primarily due to the contract disputeShipyard Transaction in April 2021.

Impairments and (gain) loss on assets held for sale – Impairments and (gain) loss on assets held for sale for 2021 was a loss of $1.9 million.  The loss for 2021 related to transaction and other costs associated with the Shipyard Transaction.See Note 53 of our Financial Statements in Item 1 for further discussion of our MPSV dispute.the Shipyard Transaction.

Other (income) expense, net – Other (income) expense, net for 2021 was income of $0.7 million.  Other income for 2021 was primarily due to a gain of $0.6 million resulting from insurance recoveries associated with damage previously caused by Hurricane Laura to a drydock that was sold in connection with the Shipyard Transaction.

- 31 -


 

Comparison of the Six Months Ended June 30, 20202021 and 2019 2020(in (in thousands forin each table, except for percentages)

 

Consolidated

 

Six Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

Six Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

2020

 

 

2019

 

 

Amount

 

 

Percent

 

 

2021

 

 

2020

 

 

Amount

 

 

Percent

 

New project awards

 

$

171,194

 

 

$

268,011

 

 

$

(96,817

)

 

 

(36.1

)%

 

$

29,739

 

 

$

39,794

 

 

$

(10,055

)

 

 

(25.3

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

138,529

 

 

$

148,061

 

 

$

(9,532

)

 

 

(6.44

)%

 

$

48,053

 

 

$

69,667

 

 

$

(21,614

)

 

 

(31.0

)%

Cost of revenue

 

 

140,486

 

 

 

149,106

 

 

 

8,620

 

 

 

5.8

%

 

 

47,028

 

 

 

70,863

 

 

 

23,835

 

 

 

33.6

%

Gross loss

 

 

(1,957

)

 

 

(1,045

)

 

 

(912

)

 

 

(87.3

)%

Gross loss percentage

 

 

-1.4

%

 

 

-0.7

%

 

 

 

 

 

 

 

 

Gross profit (loss)

 

 

1,025

 

 

 

(1,196

)

 

 

2,221

 

 

nm

 

Gross profit (loss) percentage

 

 

2.1

%

 

 

(1.7

)%

 

 

 

 

 

 

 

 

General and administrative expense

 

 

7,466

 

 

 

7,821

 

 

 

355

 

 

 

4.5

%

 

 

5,880

 

 

 

6,681

 

 

 

801

 

 

 

12.0

%

Impairments and (gain) loss on assets held for sale

 

 

 

 

 

(70

)

 

 

(70

)

 

 

(100.0

)%

Other (income) expense, net

 

 

(9,933

)

 

 

(130

)

 

 

9,803

 

 

nm

 

 

 

(909

)

 

 

(10,033

)

 

 

(9,124

)

 

nm

 

Operating income (loss)

 

 

510

 

 

 

(8,666

)

 

 

9,176

 

 

nm

 

 

 

(3,946

)

 

 

2,156

 

 

 

(6,102

)

 

nm

 

Interest (expense) income, net

 

 

(36

)

 

 

388

 

 

 

(424

)

 

 

(109.3

)%

 

 

(289

)

 

 

(36

)

 

 

(253

)

 

nm

 

Income (loss) before income taxes

 

 

474

 

 

 

(8,278

)

 

 

8,752

 

 

nm

 

 

 

(4,235

)

 

 

2,120

 

 

 

(6,355

)

 

nm

 

Income tax (expense) benefit

 

 

(106

)

 

 

(12

)

 

 

(94

)

 

nm

 

 

 

15

 

 

 

(106

)

 

 

121

 

 

nm

 

Income (loss) from continuing operations

 

 

(4,220

)

 

 

2,014

 

 

 

(6,234

)

 

nm

 

Income (loss) from discontinued operations, net of taxes

 

 

(17,372

)

 

 

(1,646

)

 

 

15,726

 

 

nm

 

Net income (loss)

 

$

368

 

 

$

(8,290

)

 

$

8,658

 

 

 

 

 

 

$

(21,592

)

 

$

368

 

 

$

(21,960

)

 

nm

 

References below to 20202021 and 20192020 refer to the six months ended June 30, 20202021 and 2019,2020, respectively.

 

New Project Awards – New project awards for 2021 and 2020 and 2019 were $171.2$29.7 million and $268.0$39.8 million, respectively.  Significant new project awards for 2021 include small-scale fabrication and offshore services work within our Fabrication & Services Division.  Significant new project awards for 2020 include:

 

The exercise of options byA marine docking structures project in the U.S. Navy for the construction of a fourth and fifth towing, salvage and rescue shipsecond quarter 2020 within our ShipyardFabrication & Services Division, and

 

A mooring and breasting dolphins project and additionalAdditional scopes of work for our offshore jacket and deck project in the second quarter 2020 within our Fabrication & Services Division.  

Significant new project awards for 2019 include:

- 29 -


The exercise of options by the U.S. Navy for the construction of a secondDivision, and third towing, salvage and rescue ship within our Shipyard Division,

 

The exercise of an option by Oregon State University for a third research vessel within our Shipyard Division, and

AnSmall-scale fabrication and offshore jacket and deck project and subsea components projectservices work within our Fabrication & Services Division.

 

Revenue - Revenue for 2021 and 2020 and 2019 was $138.5$48.1 million and $148.1$69.7 million, respectively, representing a decrease of $9.5 million.31.0%. The decrease was primarily due to:

Decreased revenue for our Fabrication & Services Division of $11.2$19.8 million, primarily attributable to:

 

OurNo revenue for our paddlewheel river boat project and offshore jacket and deck project that waswere completed in the first quarter 2020 and lower offshorethird quarter 2020, respectively,

Lower revenue for our material supply project, and

Reduced onshore services activity, offset partially by,

 

Higher revenue for our marine docking structures project, offshore jacketmodules project and deck project.  a subsea structures project, and

Increased offshore services and small-scale fabrication project activity.

IncreasedDecreased revenue for our Shipyard Division of $2.0$2.3 million, primarily attributable to:

 

Lower revenue for our two forty-vehicle ferry projects due to reduced procurement and construction activities, offset partially by,

Higher revenue for our towing, salvage and rescue ship projects associated withseventy-vehicle ferry project due to increased construction activities and procurement progress on engineered equipment,activities.


- 32 -


Gross profit (loss) – Gross profit for 2021 was $1.0 million (2.1% of revenue) compared to a gross loss of $1.2 million (1.7% of revenue) for 2020. Gross profit for 2021 was primarily impacted by:

Project improvements of $2.0 million for our Fabrication & Services Division, offset partially by,

 

Lower revenueProject charges of $1.7 million for our harbor tug projects as we had fewer vessels under construction, andShipyard Division,

 

Lower revenue for our research vessel projects due to construction delays associated with the previously disclosed temporary suspension of construction activities on the projects until engineering achieves further completion.

Gross loss - Gross loss for 2020 and 2019 was $2.0 million (1.4% of revenue) and $1.0 million (0.7% of revenue), respectively. The gross loss for 2020 was primarily due to:

A low margin backlog for our Shipyard Division and lowLow revenue volume for our Fabrication & Services Division,

 

The partial under recoveryunder-recovery of overhead costs primarily associated with the underutilizationunder-utilization of our facilities and resources within our Fabrication & Services Division, and to a lesser extent within our Shipyard Division, including costs associated with retaining salaried overhead and hourly craft employees to perform process improvements, special projects and facility maintenance and repairs,

Project charges of $1.8 million for our Shipyard Division, and

 

Incremental direct costs of $0.2 million associated with work-place monitoring, enhanced sanitization efforts and other measures related to COVID-19, offset partially by,

Project improvementsHolding costs of $1.9$0.3 million for our Fabrication & Services Division.Shipyard Division related to the two MPSV vessels that remain in our possession and are subject to dispute.

The increase ingross profit for 2021 relative to the gross loss for 2020 relative to 2019 was primarily due to:

 

Lower revenue volume and reduced recoveriesThe aforementioned project improvements of overhead costs$2.0 million for 2021 for our Fabrication & Services Division,

 

Project charges of $1.2 million for 2020 for our Shipyard Division,

A lowerhigher margin mix relative to 2019,2020 for our Fabrication & Services Division, and

 

The aforementioned project chargesA decrease in the under-recovery of $1.8 million for 2020overhead costs for our ShipyardFabrication & Services Division, offset partially by,

 

ProjectThe aforementioned project charges of $2.0$1.7 million for 20192021 for our Shipyard Division, and

 

The aforementioned projectProject improvements of $1.9 million for 2020 for our Fabrication & Services Division, and

Lower revenue volume for our Fabrication & Services Division.

See Operating Segments” below and Note 2 of our Financial Statements in Item 1 for further discussion of our project impacts.

 

General and administrative expense - General and administrative expense for 2021 and 2020 and 2019 was $7.5$5.9 million (6.2%(12.2% of revenue) and $7.8$6.7 million (5.0%(9.6% of revenue), respectively, representing a decrease of 4.5%12.0%. The decrease was primarily due to:

 

Lower external audit and legal and advisory fees,

Cost reduction initiatives including combining our former Fabrication Division and Services Divisions,Division in the first quarter 2020, and

Other cost savings including reductions in board size and the salaries of our executive officers in the second quarter 2020, offset partially by,

 

Higher legal and advisory fees related primarily to customer disputes and higher insurance and incentive plan costs.and insurance costs, and

Higher costs associated with initiatives to diversify and enhance our business.

 

The customer disputes relate primarily to a contract dispute for a completed project that was settled during the first quarter 2020, General and our MPSV projects which are subject to purported termination and for which construction has been suspended.  Legaladministrative expense included legal and advisory fees related to such disputes totaled $0.8of $0.5 million and $0.5$0.6 million for 2021 and 2020, and 2019, respectively, andassociated with our MPSV contract dispute, which are reflected within our Corporate Segment.Shipyard Division. See Note 16 of our Financial Statements in Item 1 for further discussion of our settlement of the contract dispute and Note 5 for further discussion of our MPSV dispute.  

- 30 -


Impairments and (gain) loss on assets held for sale – Impairments and (gain) loss on assets held for sale for 2019 was a gain of $0.1 million. See Note 3 of our Financial Statements in Item 1 for further discussion of our assets held for sale.

 

Other (income) expense, netOther (income) expense, net for 20202021 and 20192020 was income of $9.9$0.9 million and $0.1$10.0 million, respectively. Other (income) expense, net generally represents recoveries or provisions for bad debts, gains or losses associated with the sale or disposition of property and equipment other than assets held for sale, and income or expense associated with certain nonrecurring items.  TheOther income for 2021 was primarily related to a gain of $0.4 million associated with the settlement of a property tax dispute and gains on the sales of equipment and scrap materials. Other income for 2020 was primarily duerelated to a gain of approximately $10.0 million associated with the settlement of a contract dispute in the first quarter 2020for a project completed in 2015. See Note 1 of our Financial Statements in Item 1 for further discussion of our settlement of the contractcompleted project dispute.

 

Interest (expense) income, net - Interest (expense) income, net for 20202021 and 2019,2020 was expense of $36,000$0.3 million and income $0.4$0.1 million, respectively. Interest (expense) income, net consists of interest earned on our cash and short-term investment balances, interest incurred on ourthe PPP Loan and the unused portion of our Credit Agreement,LC Facility, and interest amortization associated with our long-term lease liability.liability and deferred financing costs on our LC Facility. The increase in expense for 20202021 relative to income for 20192020 was primarily due to the write-off of deferred financing costs in connection with the amendment of our LC Facility, interest on ourthe PPP Loan, and lower interest rates and lower average cash and short-term investment balances for the 20202021 period.

Income tax (expense) benefitIncome tax (expense) benefit for 2020 and 2019, was expense of $0.1 million and $12,000, respectively. Our income tax expense for both periods represents state income taxes.  No federal income tax benefit was recorded for 2021 as a full valuation allowance was recorded against our net deferred tax assets generated during the period and no expense was recorded for our 2020 income as it was fully offset by the reversal of valuation allowance on our net deferred tax assets.  No federal income tax benefit was recorded for our 2019 loss as a full valuation allowance was recorded against our net deferred tax assets generated during the period.

- 33 -


Operating Segments

 

Shipyard Division(1)

 

Six Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

Fabrication & Services Division

 

Six Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

2020

 

 

2019

 

 

Amount

 

 

Percent

 

 

2021

 

 

2020

 

 

Amount

 

 

Percent

 

New project awards

 

$

130,585

 

 

$

202,101

 

 

$

(71,516

)

 

 

(35.4

)%

 

$

29,739

 

 

$

39,642

 

 

$

(9,903

)

 

 

(25.0

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

79,447

 

 

$

77,464

 

 

$

1,983

 

 

 

2.6

%

 

$

40,287

 

 

$

60,049

 

 

$

(19,762

)

 

 

(32.9

)%

Gross loss

 

 

(2,455

)

 

 

(3,192

)

 

 

737

 

 

 

23.1

%

Gross loss percentage

 

 

-3.1

%

 

 

-4.1

%

 

 

 

 

 

 

 

 

Gross profit

 

 

3,228

 

 

 

446

 

 

 

2,782

 

 

nm

 

Gross profit percentage

 

 

8.0

%

 

 

0.7

%

 

 

 

 

 

 

 

 

General and administrative expense

 

 

1,068

 

 

 

1,214

 

 

 

146

 

 

 

12.0

%

 

 

1,493

 

 

 

1,900

 

 

 

407

 

 

 

21.4

%

Other (income) expense, net

 

 

100

 

 

 

62

 

 

 

(38

)

 

nm

 

 

 

(782

)

 

 

(10,033

)

 

 

(9,251

)

 

nm

 

Operating loss

 

 

(3,623

)

 

 

(4,468

)

 

 

845

 

 

 

18.9

%

Operating income

 

 

2,517

 

 

 

8,579

 

 

 

(6,062

)

 

 

(70.7

)%

References below to 2021 and 2020 refer to the six months ended June 30, 2021 and 2020, respectively.

(1)

In the first quarter 2020, management and project execution responsibility for our two, forty-vehicle ferry projects was transferred from our former Fabrication Division to our Shipyard Division.  Accordingly, revenue of $3.3 million associated with these projects for 2019 was reclassified from our former Fabrication Division to our Shipyard Division to conform to the presentation of these projects for 2020 (these projects had no significant gross profit for 2019).  See Note 7 of our Financial Statements in Item 1 for further discussion of our realigned operating divisions.

 

New Project Awards – New project awards for 2021 and 2020 and 2019 were $130.6$29.7 million and $202.1$39.6 million, respectively.  Significant new project awards for 20202021 include the exercise of options by the U.S. Navy for the construction of a fourthsmall-scale fabrication and fifth towing, salvage and rescue ship.offshore services work.  Significant new project awards for 20192020 include:

 

The exercise of options byA marine docking structures project in the U.S. Navy for the construction of a second and third towing, salvage and rescue ship, andquarter 2020,

 

The exerciseAdditional scopes of an option by Oregon State Universitywork for a third research vesselour offshore jacket and deck project in the second quarter 2020, and

.  

Small-scale fabrication and offshore services work.  

 

Revenue Revenue for 2021 and 2020 and 2019 was $79.4$40.3 million and $77.5$60.0 million, respectively, representing an increasea decrease of 2.6%32.9%. The increasedecrease was primarily due to:

 

HigherNo revenue for our towing, salvagepaddlewheel river boat and rescue ship projects associated with increased construction activitiesoffshore jacket and procurement progress on engineered equipment,deck project that were completed in the first quarter 2020 and third quarter 2020, respectively,

 

HigherLower revenue for our seventy-vehicle ferrymaterial supply project, associated with procurement progress on engineered equipment, offset partially by,and

 

Lower revenue for our harbor tug projects as we had fewer vessels under construction,Reduced onshore services activity, offset partially by,

 

LowerHigher revenue for our research vessel projects due to construction delays associated with the previously disclosed temporary suspension of construction activities on the projects until engineering achieves further completion,marine docking structures project, offshore modules project and a subsea structures project, and

 

Lower revenue for our ice-breaker tugIncreased offshore services and small-scale fabrication project which was completed in the second quarter 2020 and towboat projects which were completed in 2019.activity.

Gross profit – Gross profit for 2021 and 2020 was $3.2 million (8.0% of revenue) and $0.4 million (0.7% of revenue), respectively. Gross profit for 2021 was primarily impacted by:

Project improvements of $2.0 million related to cost decreases and favorable resolution of change orders for our offshore modules project, material supply project and a subsea structures project, offset partially by,

Low revenue volume due to low backlog levels, and

The partial under-recovery of overhead costs associated with the under-utilization of our facilities and resources due to low work hours.

The increase in gross profit for 2021 relative to 2020 was primarily due to:

The aforementioned project improvements of $2.0 million for 2021, and

A higher margin mix relative to 2020, and

A decrease in the under-recovery of overhead costs due to cost reductions, offset partially by,

Lower revenue volume, and

Project improvements of $1.9 million for 2020 on our paddlewheel riverboat project, and offshore jacket and deck project and subsea components project.

The Fabrication & Services Division utilization for 2021 and 2020 benefited by $0.6 million and $0.5 million, respectively, from providing resources and facilities to our Shipyard Division for our seventy-vehicle ferry project and two forty-vehicle ferry projects. See Note 2 of our Financial Statements in Item 1 for further discussion of our project impacts.

- 3134 -


 

 

Gross loss General and administrative expenseGross loss General and administrative expense for 2021 and 2020 and 2019 was $2.5$1.5 million (3.1%(7.0% of revenue) and $3.2$1.9 million (4.1%(7.1% of revenue), respectively, representing a decrease of 21.4%. The decrease was primarily due to our cost reduction initiatives including combining our former Fabrication Division and Services Division during the first quarter 2020.

Other (income) expense, net – Other (income) expense, net for 2021 and 2020 was income of $0.8 million and $10.0 million, respectively. The gross lossOther income for 2021 was primarily related to a gain of $0.4 million associated with the settlement of a property tax dispute and gains on the sales of equipment and scrap materials. Other income for 2020 was primarily related to a gain of $10.0 million associated with the settlement of a contract dispute in the first quarter 2020for a project completed in 2015.  See Note 1 of our Financial Statements in Item 1 for further discussion of our settlement of the completed project dispute.

Shipyard Division

 

Six Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

 

2021

 

 

2020

 

 

Amount

 

 

Percent

 

New project awards

 

$

 

 

$

152

 

 

$

(152

)

 

nm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

8,259

 

 

$

10,585

 

 

$

(2,326

)

 

 

(22.0

)%

Gross loss

 

 

(2,037

)

 

 

(1,524

)

 

 

(513

)

 

 

(33.7

)%

Gross loss percentage

 

 

(24.7

)%

 

 

(14.4

)%

 

 

 

 

 

 

 

 

General and administrative expense

 

 

460

 

 

 

565

 

 

 

105

 

 

 

18.6

%

Other (income) expense, net

 

 

(127

)

 

 

 

 

 

127

 

 

nm

 

Operating loss

 

 

(2,370

)

 

 

(2,089

)

 

 

(281

)

 

 

(13.5

)%

References below to 2021 and 2020 refer to the six months ended June 30, 2021 and 2020, respectively.

New Project Awards – New project awards for 2020 were $0.2 million.

Revenue – Revenue for 2021 and 2020 was $8.3 million and $10.6 million, respectively, representing a decrease of 22.0%. The decrease was primarily due to:

 

A low margin backlog as 85% ofLower revenue for our Shipyard Division’s backlog is at, or near, break-even or is in a loss positiontwo forty-vehicle ferry projects due to reduced procurement and the remainder is at a low gross profit margin, and accordingly, results in revenue with low or no gross profit,construction activities, offset partially by,

 

The partial under recovery of overhead costs primarilyHigher revenue for our seventy-vehicle ferry project due to the aforementionedincreased construction delays for our three research vessel projects,activities.

Gross loss – Gross loss for 2021 and 2020 was $2.0 million (24.7% of revenue) and $1.5 million (14.4% of revenue), respectively. The gross loss for 2021 was primarily due to:

 

Project charges of $0.6 million related to forecast cost increases in the second quarter 2020 on our final two harbor tug projects, and

Project charges of $1.2$1.7 million in the first quarter 2020 related to forecast cost increases and liquidated damages on our two forty-vehicleseventy-vehicle ferry projects. The impacts were primarily associated with the first vesselproject, and

Holding costs of $0.3 million related to construction activities performed bythe two MPSV vessels that remain in our former Fabrication Division priorpossession and are subject to transferring management and project execution responsibility of the vessels to our Shipyard Division in the first quarter 2020.  dispute.

The decreaseincrease in gross loss for 20202021 relative to 20192020 was primarily due to:

 

ProjectThe aforementioned project charges of $2.0$1.7 million for 2019 on our harbor tug and ice-breaker tug projects, and2021, offset partially by,

 

Improved recoveries of overhead costs, offset partially by,

The aforementioned projectProject charges of $1.8$1.2 million for 2020.2020 on our two forty-vehicle ferry projects.

See Note 2 of our Financial Statements in Item 1 for further discussion of our project impacts.

General and administrative expense – General and administrative expense for 2021 and 2020 was $0.5 million (5.6% of revenue) and $0.6 million (5.3% of revenue), respectively, representing a decrease of 18.6%.  General and administrative expense relates to legal and advisory fees associated with our MPSV contract dispute. See Note 6 of our Financial Statements in Item 1 for further discussion of our MPSV dispute.

Other (income) expense, net – Other (income) expense, net for 2021 was income of $0.1 million.  Other income for 2021 primarily related to insurance recoveries associated with property damage to our Lake Charles Facility previously caused by Hurricane Laura, offset partially by carry costs associated with our leased Jennings Facility and Lake Charles Facility.


- 35 -


 

 

Corporate Division

 

Six Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

 

2021

 

 

2020

 

 

Amount

 

 

Percent

 

Revenue (eliminations)

 

$

(493

)

 

$

(967

)

 

$

474

 

 

nm

 

Gross loss

 

 

(166

)

 

 

(118

)

 

 

(48

)

 

 

(40.7

)%

Gross loss percentage

 

n/a

 

 

n/a

 

 

 

 

 

 

 

 

 

General and administrative expense

 

 

3,927

 

 

 

4,216

 

 

 

289

 

 

 

6.9

%

Operating loss

 

 

(4,093

)

 

 

(4,334

)

 

 

241

 

 

 

5.6

%

References below to 2021 and 2020 refer to the six months ended June 30, 2021 and 2020, respectively.

Gross loss – Gross loss for 2021 and 2020 was $0.2 million and $0.1 million, respectively.

General and administrative expense  General and administrative expense for 2021 and 2020 and 2019 was $1.1$3.9 million (1.3%(8.2% of consolidated revenue) and $1.2$4.2 million (3.0%(6.1% of consolidated revenue), respectively, representing a decrease of 12.0%6.9%. The decrease was primarily due to our cost reduction initiatives.

Other (income) expense, net – Other (income) expense, net for 2020 and 2019 was expense of $0.1 million and $0.1 million, respectively.

Fabrication & Services Division(1)

 

Six Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

 

2020

 

 

2019

 

 

Amount

 

 

Percent

 

New project awards

 

$

40,609

 

 

$

65,910

 

 

$

(25,301

)

 

 

(38.4

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

60,049

 

 

$

71,246

 

 

$

(11,197

)

 

 

(15.7

)%

Gross profit

 

 

498

 

 

 

2,429

 

 

 

(1,931

)

 

 

(79.5

)%

Gross profit percentage

 

 

0.8

%

 

 

3.4

%

 

 

 

 

 

 

 

 

General and administrative expense

 

 

1,760

 

 

 

2,425

 

 

 

665

 

 

 

27.4

%

Impairments and (gain) loss on assets held for sale

 

 

 

 

 

(70

)

 

 

(70

)

 

 

(100.0

)%

Other (income) expense, net

 

 

(10,033

)

 

 

(192

)

 

 

9,841

 

 

nm

 

Operating income

 

 

8,771

 

 

 

266

 

 

 

8,505

 

 

nm

 

________________

(1)

In the first quarter 2020, our Fabrication and Services Divisions were operationally combined to form a new division called Fabrication & Services. Accordingly, segment results (including the effects of eliminations) for our Fabrication and Services Divisions for 2019 have been combined to conform to the presentation of our reportable segments for 2020.  In addition, in the first quarter 2020, management and project execution responsibility for our two, forty-vehicle ferry projects was transferred from our former Fabrication Division to our Shipyard Division.  Accordingly, revenue of $3.3 million associated with these projects for 2019 was reclassified from our former Fabrication Division to our Shipyard Division to conform to the presentation of these projects for 2020 (the projects had no significant gross profit for 2019).  See Note 7 of our Financial Statements in Item 1 for further discussion of our realigned operating divisions.

New Project Awards – New project awards for 2020 and 2019 were $40.6 million and $65.9 million, respectively.  Significant new project awards for 2020 include a mooring and breasting dolphins project and additional scopes of work for our offshore jacket and deck project. Significant new project awards for 2019 include an offshore jacket and deck project and subsea components project.  

Revenue Revenue for 2020 and 2019 was $60.0 million and $71.2 million, respectively, representing a decrease of $11.2 million. The decrease was primarily due to:

 

Our paddlewheel river boatLower external audit and subsea components projects that were completed in the first quarter 2020,legal and advisory fees, and

 

Lower offshoreCost savings including reductions in board size and onshore services activity, the salaries of our executive officers in the second quarter 2020,offset partially by,

Higher incentive plan and insurance costs, and

Higher costs associated with initiatives to diversify and enhance our business.

- 32 -Discontinued Operations


A summary of the operating results constituting the loss from discontinued operations for the six months ended June 30, 2021 and 2020, is as follows:

 

 

 

Six Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

 

2021

 

 

2020

 

 

Amount

 

 

Percent

 

Revenue

 

$

41,637

 

 

$

68,862

 

 

$

(27,225

)

 

 

(39.5

)%

Gross profit (loss)

 

 

7,725

 

 

 

(761

)

 

 

8,486

 

 

nm

 

Gross profit (loss) percentage

 

 

18.6

%

 

 

(1.1

)%

 

 

 

 

 

 

 

 

General and administrative expense

 

 

413

 

 

 

785

 

 

 

372

 

 

 

47.4

%

Impairments and (gain) loss on assets held for sale

 

 

25,331

 

 

 

 

 

 

(25,331

)

 

nm

 

Other (income) expense, net

 

 

(647

)

 

 

100

 

 

 

747

 

 

nm

 

Operating loss

 

 

(17,372

)

 

 

(1,646

)

 

 

(15,726

)

 

nm

 

Operating results from discontinued operations for the six months ended June 30, 2021 include results through April 19, 2021, the Closing Date of the Shipyard Transaction.  References below to 2021 and 2020 refer to the six months ended June 30, 2021 and 2020, respectively.

Revenue – Revenue for 2021 and 2020 was $41.6 million and $68.9 million, respectively, representing a decrease of 39.5%. The decrease was primarily due to:

 

HigherLower revenue for our offshore jacketharbor tug projects as the last vessel was completed in the first quarter 2021, and deck

Lower revenue for our research vessel projects and material supply projects.towing, salvage and rescue ship projects that were sold in connection with the Shipyard Transaction in April 2021.

Gross profit (loss) – Gross profit for 2020 and 20192021 was $0.5$7.7 million (0.8%(18.6% of revenue) and $2.4compared to a gross loss of $0.8 million (3.4%(1.1% of revenue), respectively. Gross for 2020. The gross profit for 20202021 was primarily impacted by:

 

Project improvements of $0.5$8.4 million related to project incentives earned during the second quarter 2020cumulative effect of a change order (offset partially by forecast cost increases) on our offshore jackettowing, salvage and deck projectrescue ship projects, offset partially by,

,

A backlog for our discontinued operations that was generally at, or near, break-even or in a loss position, and accordingly, resulted in revenue with low or no gross profit, and

 

ProjectThe partial under-recovery of overhead costs associated with the under-utilization of our facilities and resources.


- 36 -


The gross profit for 2021 relative to the gross loss for 2020 was primarily due to:

The aforementioned project improvements of $1.4$8.4 million related to cost decreases and the favorable resolution of change orders in both the first and second quarters of 2020 for our paddlewheel riverboat and subsea components projects, offset partially by,2021,

 

Low revenue volume due to low backlog levels and the partial under recovery of overhead costs, including costs associated with retaining salaried overhead and hourly craft employees to perform process improvements, special projects and facility maintenance and repairs.

The lower gross profit for 2020 relative to 2019 was primarily due to:

Lower revenue volumeProject charges of $0.6 million for 2020 on our harbor tug projects, and reduced recoveries of overhead costs, and

 

A lower margin mix relative to 2019, offset partially by,

The aforementioned project improvementsA decrease in the under-recovery of $1.9 million for 2020.overhead costs.

See Note 2 of our Financial Statements in Item 1 for further discussion of our project impacts

General and administrative expense - General and administrative expense for 2020 and 2019 was $1.8 million (6.6% of revenue) and $2.4 million (6.0% of revenue), respectively, representing a decrease of 27.4%. The decrease was primarily due to our cost reduction initiatives including combining our former Fabrication and Services Divisions.

Impairments and (gain) loss on assets held for sale Impairments and (gain) loss on assets held for sale for 2019 was a gain of $0.1 million. See Note 3 of our Financial Statements in Item 1 for further discussion of our assets heldproject impacts attributable to discontinued operations.

General and administrative expense – General and administrative expense for sale.

Other (income) expense, net - Other (income) expense, net for2021 and 2020 was $0.4 million (18.6% of revenue) and 2019 was income$0.8 million (1.1% of 10.0 million and $0.2 million, respectively.revenue), respectively, representing a decrease of 47.4%. The income for 2020decrease was primarily due to the Shipyard Transaction in April 2021.

Impairments and (gain) loss on assets held for sale – Impairments and (gain) loss on assets held for sale for 2021 was a gainloss of approximately $10.0$25.3 million, of which $22.8 million related to the impairment of our Shipyard Division’s long-lived assets and $2.5 million related to transaction and other costs associated with the settlement of a contract dispute in the first quarter 2020 for a project completed in 2015. Shipyard Transaction. See Note 13 of our Financial Statements in Item 1 for further discussion of our settlementthe Shipyard Transaction.

Other (income) expense, net – Other (income) expense, net for 2021 and 2020 was income of the contract dispute. The$0.6 million and expense of $0.1 million, respectively.  Other income for 2019 was primarily related to net gains on the sales of equipment.

Corporate Division

 

Six Months Ended

June 30,

 

 

Favorable (Unfavorable)

Change

 

 

 

2020

 

 

2019

 

 

Amount

 

 

Percent

 

Revenue (eliminations)

 

$

(967

)

 

$

(649

)

 

$

(318

)

 

 

(49.0

)%

Gross loss

 

 

 

 

 

(282

)

 

 

282

 

 

 

100.0

%

Gross loss percentage

 

n/a

 

 

n/a

 

 

 

 

 

 

 

 

 

General and administrative expense

 

 

4,638

 

 

 

4,182

 

 

 

(456

)

 

 

(10.9

)%

Operating loss

 

 

(4,638

)

 

 

(4,464

)

 

 

(174

)

 

 

(3.9

)%

Gross loss Gross loss for 2019 was $0.3 million and represents costs incurred by the Corporate Division to support our operating divisions.  Such costs are reflected within the operating divisions in 2020.

General and administrative expense General and administrative expense for 2020 and 2019 was $4.6 million (3.3% of consolidated revenue) and $4.2 million (2.8% of consolidated revenue), respectively, representing an increase of 10.9%. The increase2021 was primarily due to:

Higher legal and advisory fees related primarily to customer disputes and higher insurance and incentive plan costs; offset partially by,

Lower professional fees associated with the evaluation of strategic alternatives and other cost savings including reductions in board size.

The customer disputes relate primarily to a contract dispute forgain of $0.6 million resulting from insurance recoveries associated with damage previously caused by Hurricane Laura to a completed projectdrydock that was settled duringsold in connection with the first quarter 2020, Shipyard Transaction.and our MPSV projects which are subject to purported termination and for which construction has been suspended.  Legal and advisory fees related to such disputes totaled $0.8 million and $0.5 million for 2020 and 2019, respectively. See Note 1 of our Financial Statements in Item 1 for further discussion of our settlement of the contract dispute and Note 5 for further discussion of our MPSV dispute.

- 33 -


Liquidity and Capital Resources

 

Available Liquidity

 

Our primary sources of liquidity are our cash, and cash equivalents, restricted cash and scheduled maturities of our short-term investments, and availability under our Credit Agreement.investments. At June 30, 2020,2021, our cash, cash equivalents and short-term investmentsrestricted cash totaled $69.2 million, and availability under our Credit Agreement was $30.2$74.9 million as follows (in thousands):

 

 

 

June 30, 2020

 

Cash and cash equivalents

 

$

49,184

 

Short-term investments (1)

 

 

19,992

 

Total cash, cash equivalents and short-term investments

 

$

69,176

 

 

 

 

 

 

Credit Agreement total capacity

 

$

40,000

 

Outstanding letters of credit

 

 

(9,820

)

Credit Agreement available capacity

 

$

30,180

 

 

 

June 30, 2021

 

Cash and cash equivalents

 

$

64,834

 

Restricted cash, current(1)

 

 

9,637

 

Total cash, cash equivalents and current restricted cash

 

 

74,471

 

Restricted cash, noncurrent

 

 

406

 

Total cash, cash equivalents and restricted cash

 

$

74,877

 

_________________________________

 

(1)

Includes U.S. Treasuries with original maturitiesIn July 2021, $7.0 million of more than three months, but less than six months.outstanding letters of credit expired and the associated cash restriction was released.

Working Capital

Our available liquidity is impacted by changes in our working capital and our capital expenditure requirements. At June 30, 2020, our working capital was $75.1 million and included $69.2 million of cash, cash equivalents and short-term investments, $8.1 million of assets held for sale and $2.1 million of current maturities of long-term debt. Excluding cash, cash equivalents, short-term investments, assets held for sale and current maturities of long-term debt, our working capital at June 30, 2020 was negative $0.1 million, and consisted of net contract assets and contract liabilities (collectively, "Contracts in Progress") of $50.9 million; contracts receivable and retainage of $13.4 million; inventory, prepaid expenses and other current assets of $5.9 million; and accounts payable, accrued expenses and other current liabilities of $70.2 million.  The components of our working capital (excluding cash, cash equivalents, short-term investments, assets held for sale and current maturities of long-term debt) at June 30, 2020 and December 31, 2019, and changes in such amounts during 2020, was as follows (in thousands):

 

 

June 30,

2020

 

 

December 31,

2019

 

 

Change(3)

 

Contract assets

 

$

77,860

 

 

$

52,128

 

 

$

25,732

 

Contract liabilities(1)

 

 

(26,973

)

 

 

(26,271

)

 

 

(702

)

Contracts in progress, net(2)

 

 

50,887

 

 

 

25,857

 

 

 

25,030

 

Contracts receivable and retainage, net

 

 

13,391

 

 

 

26,095

 

 

 

(12,704

)

Prepaid expenses, inventory and other current assets

 

 

5,881

 

 

 

6,624

 

 

 

(743

)

Accounts payable, accrued expenses and other current liabilities(4)

 

 

(70,229

)

 

 

(71,573

)

 

 

1,344

 

Total

 

$

(70

)

 

$

(12,997

)

 

$

12,927

 

(1)

Contract liabilities at June 30, 2020 and December 31, 2019, include accrued contract losses of $3.2 million and $6.4 million, respectively.

(2)

Represents our cash position relative to revenue recognized on projects, with contract assets representing unbilled amounts that reflect future cash inflows on projects, and contract liabilities representing (i) advance payments that reflect future cash expenditures and non-cash earnings on projects and (ii) accrued contract losses that represent future cash expenditures on projects.

(3)

Changes referenced in the cash flow activity section below may differ from the changes in this table due to non-cash reclassifications and due to certain changes in balance sheet accounts being reflected within other line items on the Statement of Cash Flows, including bad debt expense, gains and losses on sales of fixed assets and other assets, and accruals for capital expenditures.

(4)

Accounts payable includes progress accruals associated with engineered equipment manufactured by vendors, and services provided by subcontractors, that are not contractually billable or has not been billed by the vendors and subcontractors. Such accruals totaled $47.0 million and $34.7 million at June 30, 2020 and December 31, 2019, respectively, and result in an increase in percentage of completion on our projects and an increase in our contract assets.  

Fluctuations in our working capital, and its components, are not unusual in our business and are impacted by the size of our projects and the mix of our backlog. Our working capital is particularly impacted by the timing of new project awards and related payments in advance of performing work, and the subsequent achievement of billing milestones or project progress on backlog.  Working capital is also impacted at period-end by the timing of contracts receivable collections and accounts payable payments on our projects.

At June 30, 2021, our working capital was $72.5 million and included $74.5 million of cash, cash equivalents and current restricted cash, $1.8 million of assets held for sale and $1.1 million of current maturities of long-term debt. Excluding cash, cash equivalents, current restricted cash, assets held for sale and current maturities of long-term debt, our working capital at June 30, 2021 was negative $2.0 million, and consisted of: net contract assets and contract liabilities of negative $5.8 million; contracts receivable and retainage of $13.7 million; inventory, prepaid expenses and other current assets of $7.7 million; and accounts payable, accrued expenses and other current liabilities of $17.6 million.  


- 3437 -


 

The components of our working capital (excluding cash, cash equivalents, current restricted cash, assets held for sale and current maturities of long-term debt) at June 30, 2021 and December 31, 2020, and changes in such amounts during the six months ended June 30, 2021, was as follows (in thousands):

 

 

June 30,

2021

 

 

December 31,

2020

 

 

Change

 

 

Change from Discontinued Operations(3)

 

 

Consolidated Change(4)

 

Contract assets

 

$

2,371

 

 

$

5,098

 

 

$

2,727

 

 

$

(7,288

)

 

$

(4,561

)

Contract liabilities(1)

 

 

(8,206

)

 

 

(10,262

)

 

 

(2,056

)

 

 

(3,268

)

 

 

(5,324

)

Contracts in progress, net(2)

 

 

(5,835

)

 

 

(5,164

)

 

 

671

 

 

 

(10,556

)

 

 

(9,885

)

Contract receivables and retainage, net

 

 

13,737

 

 

 

14,089

 

 

 

352

 

 

 

1,302

 

 

 

1,654

 

Prepaid expenses, inventory and other current assets

 

 

7,734

 

 

 

4,702

 

 

 

(3,032

)

 

 

158

 

 

 

(2,874

)

Accounts payable, accrued expenses and other current liabilities

 

 

(17,624

)

 

 

(19,044

)

 

 

(1,420

)

 

 

(8,395

)

 

 

(9,815

)

Total

 

$

(1,988

)

 

$

(5,417

)

 

$

(3,429

)

 

$

(17,491

)

 

$

(20,920

)

(1)

Contract liabilities at June 30, 2021 and December 31, 2020, include accrued contract losses of $4.8 million and $5.4 million, respectively.

(2)

Represents our cash position relative to revenue recognized on projects, with contract assets representing unbilled amounts that reflect future cash inflows on projects, and contract liabilities representing (i) advance payments that reflect future cash expenditures and non-cash earnings on projects and (ii) accrued contract losses that represent future cash expenditures on projects.

(3)

Our Statement of Cash Flows reflects changes in the above balance sheet accounts for both our continuing and discontinued operations; however, our Balance Sheet reflects the above balance sheet accounts separately for only our continuing operations. Accordingly, the “Change from Discontinued Operations” column in the table above reflects the impacts of discontinued operations to reconcile between the changes in such amounts between our Balance Sheet and our Statement of Cash Flows.

(4)

Changes referenced in the cash flow activity section below may differ from the changes in this table due to non-cash reclassifications and due to certain changes in balance sheet accounts being reflected within other line items on the Statement of Cash Flows, including bad debt expense, gains and losses on sales of fixed assets and other assets, and accruals for capital expenditures.

Cash Flow Activity

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

Net cash used in operating activities

 

$

(11,369

)

 

$

(3,758

)

Net cash provided by (used in) investing activities

 

$

43,195

 

 

$

(6,656

)

Net cash provided by (used in) financing activities

 

$

(108

)

 

$

9,895

 

Operating Activities - Cash used in operating activities for the six months ended June 30, 2021 and 2020 and 2019 was $3.8$11.4 million and $2.9$3.8 million, respectively, and was primarily due to the net impacts of the following:

2021 Activity

Operating loss, excluding depreciation and amortization of $3.2 million, asset impairments of $22.8 million, loss on the Shipyard Transaction of $2.6 million, and stock-based compensation expense of $0.7 million;

Increase in contract assets of $4.6 million related to the timing of billings on projects, primarily due to increased unbilled positions on our Divested Shipyard Contracts, offset partially by decreased unbilled positions on our seventy-vehicle ferry project within our Shipyard Division and various projects within our Fabrication & Services Division;

Decrease in contract liabilities of $5.3 million, primarily due to a decrease in advance payments on our Divested Shipyard Contracts and our two forty-vehicle ferry projects and seventy-vehicle ferry project within our Shipyard Division;

Decrease in contract receivables and retainage of $1.7 million related to the timing of billings and collections on projects, primarily due to collections on our Divested Shipyard Contracts;

Increase in prepaid expenses, inventory and other assets of $0.7 million, primarily due to prepaid expenses and the associated timing of certain prepayments. Prepaid expenses and other assets at June 30, 2021, included $2.2 million associated with the Deferred Transaction Price;  

Decrease in accounts payable, accrued expenses and other current liabilities of $9.7 million, primarily due to the timing of payments and decreased accounts payable positions on our Divested Shipyard Contracts and various projects within our Fabrication & Services Division; and

Change in noncurrent assets and liabilities, net of $0.5 million.

- 38 -


Cash used in operating activities for the six months ended June 30, 2021, included approximately $7.8 million associated with changes in contracts in progress, net for the Divested Shipyard Contracts, which was separately recovered through the Closing Adjustment and Closing Adjustment True-Up in connection with the Shipyard Transaction. See Note 3 of our Financial Statements in Item 1 for further discussion of the Shipyard Transaction.

2020 Activity

 

Operating lossincome, excluding depreciation and amortization of $4.3 million and stock-based compensation expense of $0.4 million;

 

Increase in contract assets of $25.7 million related to the timing of billings on projects, primarily due to increased unbilled positions on our research vessel projects and first three towing, salvage and rescue ship projects within ourDivested Shipyard DivisionContracts and our jacket and deck project within our Fabrication & Services Division;

 

Increase in contract liabilities of $0.7 million, primarily due to net advance payments on our fourth and fifth towing, salvage and rescue ship projects within ourDivested Shipyard Division,Contracts, offset partially by the unwind of advance payments on our third towing, salvage and rescue ship project, and our  offshore jacket and deck project and material supply project within our Fabrication & Services Division;

 

Decrease in contracts receivable and retainage of $12.7 million related to the timing of billings and collections on projects, primarily due to collections on our two forty-vehicle ferry projects within our Shipyard Division, and our material supply project and various other projects within our Fabrication & Services Division;

 

Decrease in prepaid expenses, inventory and other assets of $0.7 million, primarily due to prepaid expenses and the associated timing of certain prepayments;

 

Increase in accounts payable, accrued expenses and other current liabilities of $0.2 million, primarily due to the wind down of various projects within our Fabrication & Services Division, offset partially by increased procurement activity and progress accruals for engineered equipment manufactured by vendors for our research vessel projects and first three towing, salvage and rescue ship projects within ourDivested Shipyard Division;Contracts; and

 

Change in noncurrent assets and liabilities, net of $2.5 million, primarily due to the collection of long-term retention that was billed and collected during the second quarter 2020.

2019 Activity

Operating loss excluding net gains from asset sales of $0.9 million, bad debt expense of $0.1 million, depreciation and amortization of $5.0 million, asset impairments of $0.3 million, and stock-based compensation expense $1.3 million;

Increase in contract assets of $21.4 million related to the timing of billings on projects, primarily due to increased unbilled positions on our first two research vessel projects within our Shipyard Division and certain projects within our Fabrication & Services Division;

Decrease in contract liabilities of $3.0 million, primarily due to the unwind of advance payments on a project within our Fabrication & Services Division, offset partially by an increase in advance payments on two projects within our Shipyard Division;

Increase in contracts receivable and retainage of $0.9 million, primarily due to the timing of billings and collections on our projects;

Decrease in prepaid expenses, inventory and other assets of $0.2 million, primarily due to a decrease in inventory, offset partially by an increase in prepaid expenses due to the timing of certain prepayments;

Increase in accounts payable, accrued expenses and other current liabilities of $25.2 million, primarily due to increased project activity and the timing of payments for our first two research vessel projects and our first towing, salvage and rescue ship project within our Shipyard Division; and

Change in noncurrent assets and liabilities, net of $0.5 million.

Investing Activities – Cash provided by investing activities for the six months ended June 30, 2021 was $43.2 million, and cash used in investing activities for the six months ended June 30, 2020 and 2019 was $6.7 million. Cash provided by investing activities during 2021 was primarily due to net proceeds from the Shipyard Transaction of $31.7 million, proceeds from the sale of assets held for sale of $4.4 million, and $36.6net maturities of short-term investments of $8.0 million, respectively.offset partially by capital expenditures of $0.9 million. Cash used in investing activities during 2020 was primarily due to capital expenditures of $7.7 million (primarily related to enhancements to ourassociated with the Shipyard Division facilities to execute our backlog)operations sold in connection with the Shipyard Transaction), offset partially by proceeds from the sale of assets held for sale of $1.1 million. Cash used in investing activities during 2019 was primarily due to the net purchase of short-term investments of $36.9 million and capital expenditures of $1.4 million, offset partially by proceeds from the sale of equipment of $1.6 million including assets held for sale.

Financing Activities – Cash used in financing activities for the six months ended June 30, 2021 was $0.1 million, and cash provided by financing activities for the six months ended June 30, 2020 was $9.9 million, and cash used in financing activities for the six months ended June 30, 2019 was $0.8 million. Cash provided by financing activities for 2020

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was due to our PPP Loan discussed further below. Cash used in financing activities for 2019during 2021 was primarily due to tax payments made on behalf of employees from vested stock withholdings. Cash provided by financing activities during 2020 was primarily due to proceeds from the PPP Loan.  See Notes 5 and 9 of our Financial Statements in Item 1 for further discussion of the PPP Loan.

Credit Facilities and Debt

Credit Agreement LC Facility – We have a $40.0 million revolvingletter of credit facility (“Credit Agreement”) with Hancock Whitney Bank ("(“Whitney Bank"Bank”) that can be usedprovides for borrowings orup to 20.0 million of letters of credit. On February 28, 2020, we amendedcredit (“LC Facility”), subject to our Credit Agreement to amend certain financial covenants, and on August 3, 2020, we further amended our Credit Agreement to, among other things, extend itscash securitization of the letters of credit, with a maturity date from June 9, 2021 toof June 30, 2022. Our quarterly financial covenants at June 30, 2020, are as follows:

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

Minimum tangible net worth of at least the sum of $130.0 million, plus 100% of the proceeds from any issuance of stock or other equity after deducting of any fees, commissions, expenses and other costs incurred in such offering;

Minimum cash, cash equivalents and short-term investments of $40.0 million; and

Ratio of funded debt to tangible net worth of not more than 0.50:1.00.

Our Credit Agreement also includes restrictions regarding our ability to: (i) grant liens; (ii) make certain loans or investments; (iii) incur additional indebtedness or guarantee other indebtedness in excess of specified levels; (iv) make any material change to the nature of our business or undergo a fundamental change; (v) make any material dispositions; (vi) acquire another company or all or substantially all of its assets; (vii) enter into a merger, consolidation, or sale leaseback transaction; or (viii) declare and pay dividends if any potential default or event of default occurs.

Interest on borrowings under the Credit Agreement may be designated, at our option, as either the Wall Street Journal published Prime Rate (3.25% at June 30, 2020) or LIBOR (0.18% at June 30, 2020) plus 2.0% per annum; provided, that in connection with the most recent amendment to the Credit Agreement, LIBOR shall not be less than 1.0%.2023. Commitment fees on the unused portion of the Credit AgreementLC Facility are 0.4% per annum and interest on outstanding letters of credit is 2.0% per annum. The Credit Agreement is secured by substantially all of our assets (with a negative pledge on our real property).

At June 30, 2020,2021, we had no outstanding borrowings under our Credit Agreement and $9.8$10.0 million of outstanding letters of credit to support our projects, providing $30.2outstanding under the LC Facility, of which $7.0 million of available capacity. At June 30, 2020, we wereexpired in compliance with all of our financial covenants, with a tangible net worth of $154.1 million (as defined byJuly 2021 and the Credit Agreement); totalassociated cash cash equivalents and short-term investments of $69.2 million; a ratio of current assets to current liabilities of 1.76:1.00; and a ratio of funded debt to tangible net worth of 0.13:1.00.  restriction was released.

Loan Agreement On April 17, 2020, we entered into an unsecured loan in the aggregate amount of $10.0 million (“PPP Loan”) with Whitney Bank pursuant to the Paycheck Protection Program (“PPP”), which is sponsored by the Small Business Administration (“SBA”), and is part of under the Coronavirus Aid, Relief, and Economic Security Act, as amended (“CARES Act”), as amended by the Paycheck Protection Program Flexibility Act of 2020 (“Flexibility Act”). The PPP provides for loans to qualifying businesses, the proceeds of which may only be used for payroll costs, rent, utilities, mortgage interest, and interest on other pre-existing indebtedness (the “Permissible Expenses”).  The PPP Loan matures on April 17, 2022, bears interest at a fixed rate of 1.0 percent per annum and is payable in monthly installments commencing on the earlier of the date on which the amount of loan forgiveness is determined or March 17, 2021.  The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties.  The PPP Loan, and accrued interest, maywere eligible to be forgiven partially or in full, if certain conditions arewere met.  The most significantOn September 29, 2020, we submitted our application to Whitney Bank, requesting PPP Loan forgiveness of $8.9 million plus any accrued interest.  Whitney Bank approved our application for forgiveness on December 14, 2020, and our application was forwarded to the conditions are:

Only amounts expendedSmall Business Administration (“SBA”) for review.  Following the SBA’s approval of our application for Permissible Expenses during the eight-week or 24-week period, as elected by us, following April 17, 2020 (the “Covered Period”) are eligible for loan forgiveness. We have elected an eight-week Covered Period;

Of the total amount of Permissible Expenses for which forgiveness can be granted, at least 60% must be for payroll costs, or a proportionate reduction of the maximum loan forgiveness amount will occur; and

If employee headcount is reduced, or employee compensation is reduced by more than 25%, during the Covered Period, a further reduction of the maximum loan forgiveness amount will occur, subject to certain safe harbors added by the Flexibility Act.

In order to obtain forgiveness, on July 28, 2021, Whitney Bank received $9.1 million from the SBA, which was the amount of loan forgiveness requested, including accrued interest. On July 29, 2021, we repaid Whitney Bank the remaining balance of the PPP Loan, in whole or in part, we must requesttogether with accrued interest.  The forgiveness and provide satisfactory documentation in accordance with applicable SBA guidelines. During the Covered Period the PPP Loan proceeds were used only for Permissible Expenses, of which approximately 94% was related to payroll costs. As of the date of this Report, neither Whitney Bank nor the SBA, are accepting loan forgiveness applications. Any portionrepayment of the PPP Loan that iswere effective as of July 7, 2021.  

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Given the PPP Loan was not forgiven togetheras of June 30, 2021, we have recorded the full amount as debt on our Balance Sheet at June 30, 2021, with accrued interest, will bethe current and noncurrent debt classification based upon the actual amounts repaid and forgiven in July 2021.  At December 31, 2020, the current and noncurrent debt classification was based on the terms and conditions of the PPP Loan and in accordance with the PPP, as amended, byand timing of required repayment absent any loan forgiveness. The gain from the Flexibility Act, unless the SBA were to determine that we were not eligible to participate in the PPP, in which case the SBA could seek immediate repaymentforgiveness of the PPP Loan.Loan and accrued interest will be reflected in the third quarter 2021.

Because the amount borrowed exceeded $2.0 million, we are required by the SBA to retain all records relating to the PPP Loan for six years from the date the loan was forgiven and permit authorized representatives of the SBA to access such records upon request.  While we believe we are a qualifying business and have met the eligibility requirements for

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the PPP Loan, and believe we have used the loan proceeds only for expenses which may be paid using proceeds from the PPP Loan (“Permissible Expenses,Expenses”), we can provide no assurances that weany potential SBA review or audit will be eligible for forgiveness ofverify the PPP Loan,amount forgiven, in whole or in part. Further, the PPP Loanpart, and our loan forgiveness application willwe could be subjectrequired to review and potential audit by the SBA.  Accordingly, we have recorded the full amountrepay all or part of the PPP Loan as debt, which is included in long-term debt, current and long-term debt, noncurrent on our Balance Sheet at June 30, 2020.  The current and noncurrent debt classification is based on the terms and conditions of the PPP Loan and in accordance with the PPP as amended by the Flexibility Act, and timing of required repayment absent any loan forgiveness.  We intend to reflect the benefit of any loan forgiveness if, and when, our loan forgiveness application is submitted to, and approved by, the SBA and we have reasonable assurance from the SBA that we have met the eligibility and loan forgiveness requirements of the PPP.

We received a consent from Whitney Bank that allows the PPP Loan to be included as permitted debt under our debt covenants in our Credit Agreement (discussed above) subject to, among other things, compliance with the CARES Act, as amended by the Flexibility Act, and use of the PPP Loan proceeds only for Permissible Expenses and in a manner intended to maximize our entitlement to forgiveness of the PPP Loan.  See Note 4 of our Financial Statements in Item 1 for further discussion of the PPP Loan.forgiven amount.

Surety Bonds – We issue surety bonds in the ordinary course of business to support our projects.  At June 30, 2020,2021, we had $371.8$110.8 million of outstanding surety bonds.  Although we believe there is sufficientbonds, of which $50.0 million relates to our MPSV projects that are subject to dispute.  It has been increasingly difficult to obtain additional bonding capacity availableand identify potential financing sources, due to, usamong other things, losses from one or more financial institutions, such capacity is uncommitted, and accordingly, weour operations in recent years, including recent project charges attributable primarily to our Shipyard Division operations.  We can provide no assurances that necessary bonding capacity will be available to support our future bonding requirements. See Note 6 of our Financial Statements in Item 1 for further discussion of our surety bonds and MPSV dispute and Note 5 and “Mortgage Agreement and Restrictive Covenant Agreement” below for discussion of our entry into agreements with one of our Sureties relating to the Retained Shipyard Contracts.

Mortgage Agreement and Restrictive Covenant Agreement On April 19, 2021, and in connection with the receipt of a consent for the Shipyard Transaction from one of our Sureties, we entered into a multiple indebtedness mortgage (the “Mortgage Agreement”) and a restrictive covenant arrangement (the “Restrictive Covenant Agreement”) with such Surety to secure our obligations and liabilities under our general indemnity agreement with the Surety associated with its outstanding surety bond obligations for our MPSV projects and two seventy-vehicle ferry projects.  The Mortgage Agreement encumbers all remaining real estate that was not sold in connection with the Shipyard Transaction and includes certain covenants and events of default.  Further, the Restrictive Covenant Agreement precludes us from making dividends or repurchasing shares of our common stock. The Mortgage Agreement and Restrictive Covenant Agreement will terminate when the obligations and liabilities of the Surety associated with the outstanding surety bonds are discharged, or any judgment against us or the Surety arising out of litigation related to such contracts is satisfied by us.  See Note 5 of our Financial Statements in Item 1 for further discussion of our Mortgage Agreement and Restrictive Covenant Agreement.

Liquidity Outlook

As discussed in our Overview, we continue to focus on securing profitable new project awards and backlog in the near-term and generating operating income and cash flows in the longer-term. We have made significant progress in our efforts to preserve and improve our liquidity, including cost reductions (including reducing the size of our board and reducing the compensation of our directors and executive officers in 2020), the sale of underutilizedunder-utilized assets and facilities (including the sale of assets held for sale for net proceeds of $4.4 million in the second quarter 2021), and an improved overall cashflowcash flow position on our projects in backlog.backlog and the completion of the Shipyard Transaction. In addition, at June 30, 2020,2021, we continue to have $8.1$1.8 million of assets held for sale; however, we can provide no assurances that we will successfully sell thesethe assets or that we will recover their carrying value. Further, as discussed above, we received the PPP Loan in the second quarter 2020, which provided funding necessary to offset the immediate and anticipated impacts of the COVID-19 pandemic.  COVID-19.  It also provided us important additional liquidity, which is important because as we experience significant monthly fluctuations in our working capital and a strong balance sheet is required to execute our backlog and compete for new project awards,. During the second quarter 2020, and we incurred capital expenditures of $0.5 million associated with retaining hourly craft employees to perform capital improvements toexperience significant monthly fluctuations in our facilities and drydocks.working capital. The primary uses of our liquidity for 2020the remainder of 2021 and the foreseeable future are to fund:    

 

Overhead costs associated with the underutilizationunder-utilization of our facilities and resources within our Shipyard Division and Fabrication & Services Division, until we secure and/or begin to execute sufficient backlog to fully recover our overhead costs;

 

Capital expendituresexpenditures;

Accrued contract losses (including enhancements to ouraccrued contract losses for the Retained Shipyard Division facilities to execute our backlog)Contracts);

 

Accrued contract losses recorded at June 30, 2020;Working capital requirements for our projects, including the unwind of advance payments on projects (including advance payments for the Retained Shipyard Contracts);

 

Working capital requirements forRemaining liabilities of the Shipyard Division operations that were excluded from the Shipyard Transaction;

Legal and other costs associated with our projectsMPSV dispute;

Corporate administrative expenses (including the unwindtemporary under-utilization of advance payments and potential additional projects for the U.S. Navy if anypersonnel as we evaluate our resource requirements to support our future operations in light of the remaining three options are exercised)Shipyard Transaction); and

 

Corporate administrative expenses and initiativesInitiatives to diversify and enhance our business.

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We anticipate capital expenditures of $5.0$1.0 million to $6.0$2.0 million for the remainder of 2020, of which approximately $1.5 million represents capital investments required by our contracts for the construction of our five towing, salvage and rescue ships.  The expenditures relate to the construction of vessel erection sites and a warehouse for storage.  While the capital investment is required by the contracts, the assets will benefit our construction operations going forward, including supporting our execution of any further towing, salvage and rescue ships if our customer exercises its options for additional vessels as discussed in “New Awards and Backlog” above.2021.  Further investments in facilities may be required to win and execute potential new project awards, which are not included in these estimates.

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We believe that our cash, cash equivalents and short-term investments at June 30, 2020, and availability under our Credit Agreement,2021, will be sufficient to enable us to fund our operating expenses, meet our working capital and capital expenditure requirements, and satisfy any debt service obligations or other funding requirements, for at least twelve months from the date of this Report. Our evaluation of the sufficiency of our cash and liquidity is primarily based on our financial forecast for 20202021 and 2021,2022, which is impacted by our existing backlog and estimates of future new project awards and may be further impacted by the ongoing effects of COVID-19 and low and volatile oil prices. We can provide no assurances that our financial forecast will be achieved or that we will have sufficient cash or availability under our Credit Agreementand short-term investments to meet planned operating expenses and other unforeseen cash requirements. Accordingly, we may be required to obtain new or additional credit facilities, sell additional assets or conduct equity or debt offerings at a time when it is not beneficial to do so.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit 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 management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and 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)Act) as of the end of the period covered by this Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have 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.

During the second quarter 2020,2021, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

We are subject to various routine legal proceedings in the normal conduct of our business, primarily involving commercial disputes and claims, workers’ compensation claims, and claims for personal injury under general maritime laws of the U.S. and the Jones Act. While the outcome of these lawsuits, legal proceedings and claims cannot be predicted with certainty, we believe that the outcome of any such proceedings, even if determined adversely, would not have a material adverse effect on our financial position, results of operations or cash flows.

MPSV Termination Letter - On October 2, 2018, we filed a lawsuit against our customer to enforce our rights and remedies under the applicable construction contracts for two MPSVs. The lawsuit was filed in the Twenty-Second Judicial District Court for the Parish of St. Tammany, State of Louisiana and is styled Gulf Island Shipyards, LLC v. Hornbeck Offshore Services, LLC. The customer responded to our lawsuit by denying many of the allegations in the lawsuit and asserting a counterclaim against us.  We filed a response to the counterclaim denying all the customer's claims. The customer subsequently filed an amendment to its counterclaim to add claims by the customer against the Surety. The customer also filed a motion for partial summary judgment with the trial court seeking, among other things, to obtain possession of the vessels. A hearing on the motion was held on May 28, 2019, and the customer's request to obtain possession of the vessels was denied by the trial court. The customer subsequently filed a second motion for partial summary judgment re-urging its previously denied request to obtain possession of the vessels.  A hearing on the second motion was held on November 9, 2019, and the customer’s request to obtain possession of the vessels was again denied by the trial court.  Thereafter, the customer requested that the appellate court exercise its discretion and review the trial court’s denial of the customer’s second motion.  We have opposed the discretionary appellate review request of the customer and the appellate matter is pending, but has been stayed as a result of the customer’s Chapter 11 bankruptcy case discussed below. Discovery in connection with the lawsuit has also been stayed as a result of the customer’s Chapter 11 bankruptcy case.

On May 19, 2020, the customer filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code and on June 19, 2020 the bankruptcy court confirmed the prepackaged Chapter 11 plan of reorganization; however, the plan of reorganization is not effective as of the date of this Report.  On June 3, 2020, the customer filed an adversary proceeding in connection with its bankruptcy case, again seeking possession of the vessels.  In response, we filed a motion to dismiss the adversary proceeding and to allow the dispute regarding the vessels and the construction contracts to continue in State Court where our lawsuit against the customer is currently pending.  The motion to dismiss is currently pending before the bankruptcy court.  

See Note 56 of our Financial Statements in Item 1for1 for further discussion of this litigation.our material legal proceedings, including the MPSV dispute, which is incorporated herein by reference.  

 

Item 1A. Risk Factors.

 

There have been no material changes to our risk factors previously disclosedfrom the information included under “Risk Factors” in Part I, Item 1A. “Risk Factors”1A of our annual report on Form 10-K for the year ended December 31, 2019,2020 Annual Report, except as disclosed in Part II, Item 1A. “Risk Factors” of our quarterly report on Form 10-Q for the quarter ended March 31, 2020, which has been updated below.2021 To the extent COVID-19 adversely affects our business, financial condition, results of operation and liquidity, it may also have the effect of heightening many of the other risks described in Item 1A. “Risk Factors” included in our 2019 Annual Report.

The global pandemic caused by COVID-19 and certain developments in the global oil markets have had and may continue to have a negative impact on our operations.

COVID-19 is a widespread public health crisis that continues to adversely affect global economies and financial markets. In March 2020, the World Health Organization declared COVID-19 a pandemic and the U.S. President announced a national emergency relating to COVID-19.  National, state and local authorities recommended social distancing and many authorities imposed quarantine and isolation measures on large portions of the population, including mandatory business closures. Although authorities in some areas of the U.S. began to relax these quarantine and isolation measures, a recent resurgence of COVID-19 infections in many regions of the country, including areas where we have our headquarters and operating facilities, has in some instances caused authorities to either defer the phasing out of these restrictions or re-impose quarantine and isolation measures.  These measures, while intended to protect human life, have had and are expected to continue to have a serious adverse impact on domestic and foreign economies of uncertain severity and duration. Moreover, governmental and commercial responses to COVID-19 has exacerbated the already weakened condition of the energy industry, further reducing the demand for oil, and further depressing and creating volatility in oil prices..  This impact was further exacerbated by a production dispute between Russia and the members of OPEC, particularly Saudi Arabia, and the subsequent actions taken by such countries as a result thereof. On June 8, 2020, the National Bureau of Economic Research indicated that the U.S. economy entered a recession in February 2020, and the duration and severity of this recession is unclear at this time. Any such prolonged period of economic slowdown or recession could have a significant adverse effect on our financial condition and

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financial condition of our customers, subcontractors and other counterparties. The longer-term effectiveness of economic stabilization efforts, including government payments to affected citizens and industries, is uncertain.

We operate in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. Consistent with federal guidelines and with state and local orders to date, we currently continue to operate across our footprint. Notwithstanding our continued operations, the progression of and global response to COVID-19, and related contraction in oil demand, combined with depressed and volatile crude oil prices have had and may continue to have negative impacts on our operations, which include but are not limited to:

Delays, Suspension or Termination of Backlog; Reduced Bidding Activity; Deterioration of Customer Financial Condition.  Certain of our customers have requested to renegotiate pricing and suspended contracts in our backlog and bidding activities for several new project opportunities have been suspended.  We may have additional delays, suspensions or terminations of contracts in our backlog and further reduced bidding activity for new project awards.  In addition, financial strain on our customers could impact their ability pay or otherwise perform on their obligations to us.  

Reduced availability of workforce.We have seen an increase in employee absenteeism, and we have implemented COVID-19 related mitigation measures to ensure the safety and well-being of our employees and contractors, both of which have impacted our project execution.  The ability of our employees to work may be further impacted by COVID-19 (including, but not limited to, the temporary inability of the workforce to work due to illness, quarantine following illness, or absenteeism for fear of contracting COVID-19), which may further impact our progress on projects.

Performance by Subcontractors. COVID-19 has also had an impact on our suppliers and subcontractors. Failure of suppliers and subcontractors, on which we rely, to deliver materials and provide services, or perform under their contracts on a timely basis or at all due to their own financial or operational difficulties or inability to fulfill their contractual obligations due to the reduced availability of their workforce, has had and may continue to have an adverse impact on our operations. The inability of our suppliers or subcontractors to perform could result in the need to transition to alternative suppliers or subcontractors, which could result in significant incremental cost and delay, or the need for us to provide other supplemental means to support our existing suppliers and subcontractors.

The extent to which COVID-19 and the related contraction in oil demand and the resulting reduction and volatility in crude oil prices may adversely impact our business, prospects, financial condition, operating results and cash flows depends on future developments that are highly uncertain and unpredictable.  This current level of uncertainty over the economic and operational impacts of COVID-19 and the related contraction in oil demand and the depressed crude oil prices means the related business and financial impacts cannot be reasonably estimated at this time.  

Item 5. Other Information.

On August 3, 2020, we entered into our Sixth Amendment to our Credit Agreement.  The Sixth Amendment, among other things, extends the maturity date of our Credit Agreement from June 9, 2021 to June 30, 2022 and provides that LIBOR shall not be less than 1.0%. The Sixth Amendment provides for no other material changes.  See Note 4 of our Financial Statements in Item 1 for further discussion of our amendment.  A copy of the Sixth Amendment is filed with this Report as Exhibit 10.5.

 

Item 6. Exhibits.

 

Exhibit

Number

 

Description of Exhibit

 

 

2.1

Asset Purchase Agreement by and among Bollinger Houma Shipyards, L.L.C. and Bollinger Shipyards Lockport, L.L.C., as purchasers, and Gulf Island Fabrication, Inc., Gulf Island Shipyards, LLC and Gulf Island, L.L.C., as sellers, dated April 19, 2021, incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed with the SEC on April 19, 2021.

3.1

Amended and Restated Articles of Incorporation of the Company, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the SEC on May 22, 2020 (SEC File No. 001-34279).

3.2

Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.23.1 of the Company’s Form 8-K filed with the SEC on May 22,November 10, 2020 (SEC File No. 001-34279).

10.1

 

Fifth Amendment to CreditEmployment Agreement by and between Gulf Island Fabrication, Inc. and Christian G. Vaccari, dated February 28, 2020,April 16, 2021, incorporated by reference to Exhibit 10.2110.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 20198-K filed with the SEC on March 5, 2020.April 19, 2021. †

10.2

 

Promissory Note, dated April 17, 2020,Restrictive Covenant Regarding Restrictive Payments by and between Hancock Whitney Bank andamong Gulf Island Fabrication, Inc., Gulf Island, L.L.C., Gulf Island Shipyards, L.L.C., Fidelity and Deposit Company of Maryland and Zurich American Insurance Company, dated April 19, 2021, incorporated by reference to Exhibit 10.2 of the Company's quarterly report onCompany’s Form 10-Q8-K filed with the SEC on May 7, 2020.April 19, 2021.

10.3

 

FormMultiple Indebtedness Mortgage by and among Fidelity and Deposit Company of Retention Bonus AgreementMaryland and Zurich American Insurance Company, as mortgagees, and Gulf Island, L.L.C and Gulf Island Services, L.L.C. f/k/a Dolphin Services, L.L.C., as mortgagors, dated March 3, 2020,April 19, 2021, incorporated by reference to Exhibit 10.3 of the Company's quarterly report onCompany’s Form 10-Q8-K filed with the SEC on May 7, 2020. †April 19, 2021.

10.4

 

Amended and Restated Gulf Island Fabrication, Inc. 2015 Stock Incentive Plan,Change of Control Agreement with Richard W. Heo, dated May 13, 2021, incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on May 22, 2020.17, 2021.

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10.5

 

Sixth AmendmentChange of Control Agreement with Westley S. Stockton, dated May 13, 2021, incorporated by reference to Credit Agreement dated August 3, 2020.Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on May 17, 2021. *

10.6

Amended and Restated 2015 Stock Incentive Plan. *†

10.7

Form of Restricted Stock Unit Agreement (2021). *†

10.8

Form of Performance-Based Restricted Stock Unit Agreement (2021). *†

31.1

 

CEO Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.1934. *

31.2

 

CFO Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.1934. *

32

 

Section 906 Certification furnished pursuant to 18 U.S.C. Section 1350.1350. *

 

 

 

101.INS

 

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

101.SCH

 

Inline XBRL Taxonomy Extension Schema Linkbase DocumentDocument. *

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase DocumentDocument. *

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase DocumentDocument. *

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase DocumentDocument. *

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase DocumentDocument. *

104

 

The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020,2021, has been formatted in Inline XBRL.XBRL and is contained in Exhibit 101. *

 

*

Filed or furnished herewith.

Management Contract or Compensatory Plan.

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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/ Westley S. Stockton

 

Westley S. Stockton

 

Executive Vice President, Chief Financial

Officer, Secretary and Treasurer

(Principal Financial Officer)

 

Date: August 4, 202010, 2021

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