UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 9, 2022
Gulf Island Fabrication, Inc.
(Exact name of registrant as specified in its charter)
Louisiana | 001-34279 | 72-1147390 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2170 Buckthorne Place, Suite 420
The Woodlands, Texas 77380
(Address of principal executive offices)(Zip Code)
(713) 714-6100
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, no par value per share | GIFI | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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. ☐
Item 7.01Regulation FD Disclosure.
Gulf Island Fabrication, Inc. (the “Company”) expects to use the attached updated form of Investor Presentation in connection with certain future investor presentations and engagements. The attached Investor Presentation updates the presentation previously filed as Exhibit 99.1 to the Form 8-K on August 17, 2022. The updates include, among other things, the Company’s third quarter 2022 results and the addition of non-GAAP adjusted EBITDA by segment for historical periods.
A copy of the presentation is attached as Exhibit 99.1, substantially in the form intended to be used. The Company intends to make available and maintain the presentation on its investor relations website located at ir.gulfisland.com, although the Company reserves the right to discontinue use of the presentation and availability on the website at any time.
Neither the information reported herein nor in the Investor Presentation shall be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
| Description |
99.1* |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Furnished with this Current Report
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 hereunto duly authorized.
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| GULF ISLAND FABRICATION, INC. | |
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| By: | /s/ Westley S. Stockton |
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| Westley S. Stockton |
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| Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
Dated: | November 9, 2022 |
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