UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20172018
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

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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 280
HOUSTON, TEXAS
 77084
 
(Address of principal executive offices) (Zip Code)
(713) 714-6100
(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨  Accelerated filer x
    
Non-accelerated filer ¨  Smaller reporting 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  x

The number of shares of the registrant’s common stock, no par value per share, outstanding as of May 2, 2017,4, 2018, was14,850,83315,043,068.
 

GULF ISLAND FABRICATION, INC.
I N D E X
 
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GLOSSARY OF TERMS

As used in this Report for the quarter ended March 31, 2018, the following abbreviations and terms have the meanings as listed below. Additionally, 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. 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.

2017 Annual Report:Our annual report for the year ended December 31, 2017, on Form 10-K as filed with the SEC on March 9, 2018.
ASC:FASB Accounting Standards Codification.
ASU:Accounting Standards Update.
Company:Gulf Island Fabrication, Inc. and its consolidated subsidiaries.
Credit Agreement:The Company's $40.0 million revolving credit facility with a third party financial institution maturing June 9, 2019, as amended.
deck:The component of a platform on which development drilling, production, separating, gathering, piping, compression, well support, crew quartering and other functions related to offshore oil and gas development are conducted.
direct labor hours:Hours worked by employees directly involved in the production of the Company’s products. These hours do not include support personnel hours such as maintenance, warehousing and drafting.
EPC:Engineering, procurement and construction phases of a complex project; EPC typically refers to a contract that requires the project management and coordination of these significant activities.
Exchange Act:U.S. Securities Exchange Act of 1934, as amended.
FASB:Financial Accounting Standards Board.
FPSO:Floating Production Storage and Offloading vessel. A floating vessel used by the offshore oil and gas industry for the production and processing of hydrocarbons, and for the storage of oil.
GAAP:Generally accepted accounting principles in the U.S.
GOM:Gulf of Mexico.
inshore:Inside coastlines, typically in 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.
LIBOR:London Inter-bank Offered Rate.

MinDOC:Minimum Deepwater Operating Concept. A floating production platform designed for stability and dynamic response to waves consisting of three vertical columns arranged in a triangular shape connected to upper and lower pontoon sections.
modules:Packaged equipment usually consisting of major production, utility or compression equipment with associated piping and control systems.
MPSV:Multi-Purpose Service Vessel.
NOL(s):Net operating loss(es).
offshore:In unprotected waters outside coastlines.
OSV:Offshore Support Vessel.
piles:Rigid tubular pipes that are driven into the seabed to support platforms.
platform:A structure from which offshore oil and gas development drilling and production are conducted.
pressure vessel:A metal container generally cylindrical or spheroid, capable of withstanding various internal pressure loads.
SeaOne:SeaOne Caribbean, LLC.
SeaOne Project:The engineering, procurement, construction, installation, commissioning and start-up for SeaOne's Compressed Gas Liquids Caribbean Fuels Supply Project. This project will include execution of engineering, construction and installation of modules for an export facility in Gulfport, Mississippi, and import facilities in the Caribbean and South America.
SEC:U.S. Securities and Exchange Commission.
skid unit:Packaged equipment usually consisting of major production, utility or compression equipment with associated piping and control system.
South Texas Properties:Collectively, our Texas North Yard and Texas South Yard properties and equipment located in Aransas Pass and Ingleside, Texas, respectively. These properties, improvements and related machinery and equipment are held for sale.
SPAR:Single Point Anchor Reservoir. A floating vessel with a circular cross-section that sits vertically in the water and is used for infield flow lines and associated subsea infrastructure. The SPAR connects subsea production and injection wells for oil and gas production in deepwater environments.
subsea templates:Tubular frames which are placed on the seabed and anchored with piles. Usually a series of oil and gas wells are drilled through these underwater structures.
SuretyA financial institution that issues bonds to customers on behalf of the Company for the purpose of providing third-party financial support related to construction contracts.

T&M:Work performed and billed to the customer generally at contracted time and materials rates which can include a mark-up.
Texas North Yard:Our Texas North Yard represents our fabrication yard located in Aransas Pass, Texas, is located along the U.S. Intracoastal Waterway and is approximately three miles north of the Corpus Christi Ship Channel. This facility is situated on approximately 196 acres. This facility, its improvements and its related machinery and equipment are held for sale.
Texas South Yard:Our Texas South Yard represents our fabrication yard located in Ingleside, Texas and located on the northwest corner of the Corpus Christi Ship Channel at the intersection of the Corpus Christi Ship Channel and the U.S. Intracoastal Waterway. It consists of approximately 212 acres. This facility, its improvements and its related machinery and equipment was sold on April 20, 2018.
this ReportThis quarterly report filed on Form 10-Q for the quarterly period ended March 31, 2018.
TLP:Tension Leg Platform. A floating hull and deck anchored by vertical tensioned cables or pipes connected to pilings driven into the seabed. A tension leg platform is typically used in water depths exceeding 1,200 feet.


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
GULF ISLAND FABRICATION, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31,
2017
 December 31,
2016
March 31,
2018
 December 31,
2017
(Unaudited) (Note 1)(Unaudited) (Audited)
ASSETS      
Current assets:      
Cash and cash equivalents$34,663
 $51,167
$6,492
 $8,983
Contracts receivable and retainage, net21,061
 20,169
27,359
 28,466
Contracts in progress30,380
 26,829
37,509
 28,373
Prepaid expenses and other assets2,369
 3,222
3,311
 3,833
Inventory11,798
 11,973
5,053
 4,933
Assets held for sale110,545
 
98,386
 104,576
Total current assets210,816
 113,360
178,110
 179,164
Property, plant and equipment, net91,014
 206,222
86,006
 88,899
Other assets2,830
 2,826
5,006
 2,777
Total assets$304,660
 $322,408
$269,122
 $270,840
LIABILITIES AND SHAREHOLDERS’ EQUITY      
Current liabilities:      
Accounts payable$8,501
 $9,021
$18,869
 $18,375
Advance billings on contracts4,762
 3,977
4,301
 5,136
Deferred revenue, current6,577
 11,881
2,312
 4,676
Accrued contract losses152
 387
6,320
 7,618
Accrued expenses and other liabilities7,541
 10,032
9,006
 12,741
Income tax payable347
 50
232
 119
Total current liabilities27,880
 35,348
41,040
 48,665
Net deferred tax liabilities20,199
 23,234
Deferred revenue, noncurrent80
 489
1,674
 769
Outstanding borrowings under our Credit Agreement10,000
 
Other liabilities501
 305
2,322
 1,913
Total liabilities48,660
 59,376
55,036
 51,347
Shareholders’ equity:      
Preferred stock, no par value, 5,000,000 shares authorized, no shares issued and outstanding
 

 
Common stock, no par value, 20,000,000 shares authorized, 14,850,154 issued and outstanding at March 31, 2017, and 14,695,020 at December 31, 2016, respectively10,598
 10,641
Common stock, no par value, 20,000,000 shares authorized, 15,043,068 issued and outstanding at March 31, 2018, and 14,910,498 at December 31, 2017, respectively10,813
 10,823
Additional paid-in capital98,427
 98,813
100,355
 100,456
Retained earnings146,975
 153,578
102,918
 108,214
Total shareholders’ equity256,000
 263,032
214,086
 219,493
Total liabilities and shareholders’ equity$304,660
 $322,408
$269,122
 $270,840
The accompanying notes are an integral part of these financial statements.




GULF ISLAND FABRICATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share data)
 
Three Months Ended 
 March 31,
 Three Months Ended 
 March 31,
2017 2016 2018 2017
Revenue$37,993
 $83,979
 $57,290
 $37,993
Cost of revenue42,890
 78,278
 56,611
 42,890
Gross profit (loss)(4,897) 5,701
 679
 (4,897)
General and administrative expenses3,930
 4,485
 4,709
 3,930
Asset impairment389
 
 750
 389
Operating income (loss)(9,216) 1,216
 (4,780) (9,216)
Other income (expense):       
Interest expense(59) (50) (469) (59)
Interest income
 6
 
Other income, net9
 398
 
Other income (expense), net12
 9
Total other income (expense)(50) 354
 (457) (50)
Net income (loss) before income taxes(9,266) 1,570
 
Income taxes(2,812) 581
 
Net income (loss)$(6,454) $989
 
Net loss before income taxes(5,237) (9,266)
Income tax expense (benefit)59
 (2,812)
Net loss$(5,296) $(6,454)
Per share data:       
Basic and diluted earnings (loss) per share - common shareholders$(0.44) $0.07
 
Basic and diluted loss per share - common shareholders$(0.35) $(0.44)
Cash dividend declared per common share$0.01
 $0.01
 $
 $0.01
The accompanying notes are an integral part of these financial statements.




GULF ISLAND FABRICATION, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in thousands, except share data) 
  Common Stock 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Total
Shareholders’
Equity
 
  Shares Amount 
 Balance at January 1, 201714,695,020
 $10,641
 $98,813
 $153,578
 $263,032
 Net income
 
 
 (6,454) (6,454)
 Vesting of restricted stock155,134
 (88) (800) 
 (888)
 Compensation expense - restricted stock
 45
 414
 
 459
 Dividends on common stock
 
 
 (149) (149)
 Balance at March 31, 201714,850,154
 $10,598
 $98,427
 $146,975
 $256,000
  Common Stock 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Total
Shareholders’
Equity
 
  Shares Amount 
 Balance at January 1, 201814,910,498
 $10,823
 $100,456
 $108,214
 $219,493
 Net loss
 
 
 (5,296) (5,296)
 Vesting of restricted stock132,570
 (79) (708) 
 (787)
 Compensation expense - restricted stock
 69
 607
 
 676
 Balance at March 31, 201815,043,068
 $10,813
 $100,355
 $102,918
 $214,086
The accompanying notes are an integral part of these financial statements.




GULF ISLAND FABRICATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Three Months Ended 
 March 31,
Three Months Ended 
 March 31,
2017 20162018 2017
Cash flows from operating activities:      
Net income (loss)$(6,454) $989
Adjustments to reconcile net income (loss) to net cash used in operating activities:   
Net loss$(5,296) $(6,454)
Adjustments to reconcile net loss to net cash used in operating activities:   
Bad debt expense
 30
8
 
Depreciation and amortization4,700
 6,567
2,749
 4,700
Amortization of deferred revenue(1,552) (1,160)(390) (1,552)
Asset impairment389
 
Asset impairment, net of insurance recovery750
 389
Gain on sale of assets
 (360)(12) 
Deferred income taxes(3,035) 544

 (3,035)
Compensation expense - restricted stock459
 728
676
 459
Changes in operating assets and liabilities:      
Contracts receivable and retainage(892) 5,268
Contracts receivable and retainage, net(1,494) (892)
Contracts in progress(3,551) (1,069)(9,136) (3,551)
Prepaid expenses and other assets871
 650
Inventory175
 51
Prepaid expenses, inventory, and other current assets542
 1,046
Accounts payable(520) (10,679)494
 (520)
Advance billings on contracts785
 604
(835) 785
Deferred revenue(4,162) (1,623)(1,068) (4,162)
Deferred compensation196
 
409
 196
Accrued expenses(2,498) 1,471
Accrued expenses and other liabilities(490) (2,498)
Accrued contract losses(235) (3,636)(1,298) (235)
Current income taxes and other240
 49
295
 240
Net cash used in operating activities(15,084) (1,576)(14,096) (15,084)
Cash flows from investing activities:      
Capital expenditures(391) (724)(71) (391)
Net cash received in acquisition
 1,588
Proceeds from the sale of equipment
 5,377
309
 
Net cash (used in) provided by investing activities(391) 6,241
Proceeds from insurance recoveries2,165
 
Net cash provided by (used in) investing activities2,403
 (391)
Cash flows from financing activities:      
Tax payments made on behalf of employees from withheld, vested shares of common stock(880) (145)(787) (880)
Payment of financing cost(11) 
Payments of dividends on common stock(149) (146)
 (149)
Net cash used in financing activities(1,029) (291)
Proceeds received from borrowings under our Credit Agreement15,000
 
Repayment of borrowings under our Credit Agreement(5,000) 
Net cash provided by (used in) financing activities9,202
 (1,029)
Net change in cash and cash equivalents(16,504) 4,374
(2,491) (16,504)
Cash and cash equivalents at beginning of period51,167
 34,828
8,983
 51,167
Cash and cash equivalents at end of period$34,663
 $39,202
$6,492
 $34,663

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


GULF ISLAND FABRICATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 20172018
(Unaudited)


NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gulf Island Fabrication, Inc. ("Gulf Island," and together with its subsidiaries "the Company," "we" or "our"), isWe are a leading fabricator of complex steel structures and marine vessels used in energy extraction and production, petrochemical and industrial facilities, power generation, alternative energy projects and shipping and marine transportation operations. We also provide related installation, hookup, commissioning, repair and maintenance services with specialized crews and integrated project management capabilities.capabilities for EPC projects. We are currently fabricatingrecently completed the fabrication of complex modules for the construction of a new petrochemical plant, and we are completing newbuild construction of a technologically advanced offshore support and two multi-purpose service vessels and recentlytechnologically-advanced OSV with scheduled delivery in the second quarter of 2018. We fabricated wind turbine pedestals for the first offshore wind power project in the United States. We also constructed one of the largest liftboats servicing the Gulf of Mexico ("GOM"),GOM, one of the deepest production jackets in the GOM and the first SPAR hull fabricated in the United States. Our customers include U.S. and, to a lesser extent, international energy producers, petrochemical, industrial, power and marine operators. We operate and manage our business through threefour operating divisions: Fabrication, ShipyardsShipyard, Services and Services.our recently formed EPC Division. Our corporate headquarters is located in Houston, Texas, with fabrication facilities located in Houma, Jennings and Lake Charles, Louisiana. Our fabrication facilitiesAs of the date of this Report, our Texas South Yard in Ingleside, Texas, has been sold and our Texas North Yard in Aransas Pass, and Ingleside, Texas, are currently beingis marketed for sale.


The consolidated financial statements include the accounts of Gulf Island Fabrication, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

For definitions of certain technical terms contained in this Form 10-Q, see the Glossary of Certain Technical Terms contained in our Annual Report on Form 10-K for the year ended December 31, 2016.


The accompanying unaudited, consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”)GAAP for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2017,2018, are not necessarily indicative of the results that may be expected for the year endedending December 31, 2017.2018.


The balance sheet at December 31, 2016,2017, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s 2017 Annual Report.

Business Outlook

Given the ongoing challenging business environment in several of our core segments, our primary focus continues to be generating liquidity and securing meaningful backlog in the near-term and generating cash flows from operations in the longer-term. Beginning in 2015 and through the date of this Report, we have implemented a number of initiatives to strategically reposition the Company to attract new customers, participate in the buildup of petrochemical facilities, pursue offshore wind markets, enter the EPC industry and diversify our customers within our Shipyard Division. Additionally, we initiated efforts to rebuild liquidity, preserve cash and lower costs including reducing our workforce, reducing the compensation paid to our directors and the salaries of our executive officers as well as developing a plan to sell certain underutilized assets.

On April 20, 2018, we closed the sale of our Texas South Yard for a sales price of $55 million, less selling costs of $1.5 million. We received approximately $52.7 million at closing, which was in addition to the $750,000 of earnest money previously received on Form 10-KJanuary 3, 2018, related to the option to purchase the Texas South Yard. We plan to use the net proceeds to rebuild our liquidity, to support upcoming projects, continue investing in our newly created EPC Division and for other general corporate purposes. See further discussion of our the year endedsale of our Texas South Yard in Note 2. We currently believe that cash on hand coupled with proceeds received from the sale of our Texas South Yard and funds available under our Credit Agreement will enable the Company to meet its working capital needs, capital expenditure requirements, any debt service obligations and other funding requirements for at least twelve months from the date of this Report.

If industry conditions for offshore oil and gas do not improve, we are unable to sell our Texas North Yard or the sale is delayed, or we are unable to increase our backlog, we would expect to take additional measures to preserve our cash flows until such time when we are able to generate cash flows from operations.



Income Taxes

As of December 31, 2016.2017 we had gross, federal net operating losses that are eligible for carryforward to offset future net income of $62.8 million, of which $4 million will expire on December 31, 2035. Our remaining federal net operating loss carryforwards will expire December 31, 2037. We have provided a valuation allowance to reserve for deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2018 and December 31, 2017, we had a valuation allowance of $1.4 million and $392,000, respectively offsetting our deferred tax assets.

Reclassifications


We madecontinue to evaluate the following reclassifications to our financial statements forimpact of the Tax Cuts and Jobs Act of 2017. No revisions were recorded during the three months ended March 31, 2016, to conform to current period presentation:

We reclassified $145,000 from operating activities to financing activities in the Company’s consolidated statement of cash flows for the three months ended March 31, 2016, related to tax payments2018, and we have not made by the Company to satisfy the employees' income tax withholding obligations arising from vesting shares as a result of the adoption of Accounting Standards Update 2016-09 as discussed in "New Accounting Standards" below. This reclassification had no impact to our financial position or results of operations.

We reclassified corporate administrative costs and overhead expenses previously allocatedmaterial adjustment to the results of operations of our three operating divisions to our Corporate division for the three months ended Marchprovisional tax amounts we recorded under Staff Accounting Bulletin 118 at December 31, 2016, to conform to current period presentation as discussed in Note 8. These reclassifications had no impact to our consolidated financial statements.2017.


New Accounting Standards


On May 28, 2014, the Financial Accounting Standards Board ("FASB")FASB issued Accounting Standards Update ("ASU")ASU No. 2014-09, Topic 606 “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in FASB Accounting Standard Codification (ASC)ASC Topic 605, “Revenue Recognition.” ASU No. 2014-09Topic 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. ASU 2014-09 will be effective for financial statements issued for fiscal years beginning after December 15, 2017,Revenue from our fixed-price and interim periods within those fiscal years. Early applicationunit-rate contracts is permitted. We userecognized under the percentage-of-completion accounting method, to account for our fixed-price or unit rate contracts, computed by the efforts-expendedsignificant inputs method which measures the percentage of labor hours incurred to date as compared to estimated total labor hours for each contract. We understand that this method will still be allowed underRevenue from T&M contracts is recognized at the update; however, therecontracted rates as the work is performed, the costs are additional criteria to consider for the requirements to recognize revenue under the percentage-of-completion method. We are in process of reviewing our contracts to ensure that we will continue to be able to apply our revenue recognition policies, but we are evaluating whether implementation of this update will have a material effect to our results of operations. We intend to use the modified retrospective model in adopting this standard, which will require a cumulative catch up adjustment, if any, on January 1, 2018.incurred and when collection is reasonably assured.


In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments,” which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. ASU 2015-16 is effective for annual periods beginning after December 15, 2016. We adopted this guidanceTopic 606, as required, effective January 1, 2017, which2018. Our implementation included a detailed review of our significant contracts that were not substantially complete. We concluded that Topic 606 did not impact the timing of recognition of revenue from T&M contracts which is recognized as the work is performed and the costs are incurred at the contracted rates. Our evaluation concluded revenue from our fixed-price and unit-rate contracts using the percentage-of-completion method, computed by measuring the percentage of labor hours incurred to date as compared to estimated total labor hours for each contract is still appropriate. Adoption of Topic 606, however, did require us to include contract labor amounts and certain costs from outside services within our measure of progress of percent complete in order to comply with Topic 606. Previously, we treated certain of these costs as "pass-through costs." Our assessment of these costs for the significant contracts in place at the time of adoption concluded that adoption of Topic 606 effective January 1, 2018, was immaterial to the consolidated financial statements and no cumulative adjustment was required. To the extent our contracts in future periods have an impact on our financial position, resultssignificant contract labor and outside services, the timing of operationsrecognition of revenues and related disclosures.costs of revenues could be materially impacted. See Note 3 for further discussion regarding the adoption of Topic 606.


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

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification within the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016. We adopted the requirements of ASU 2016-09 effective January 1, 2017. The provisions of ASU No. 2016-09 that are applicable to the Company and affect the Company’s consolidated financial statements include the following:

This ASU requires the recognition of the excess tax benefit or tax deficiency resulting from the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes created when common stock vests as an income tax benefit or expense in the Company’s statement of operations. Under previous GAAP, this difference was required to be recognized in additional paid-in capital. The expense or benefit required to be recognized is calculated separately as a discrete item each reporting period and not as part of the Company’s projected annual effective tax rate. During the three months ended March 31, 2017, we recorded tax expense of $210,000 (approximate $0.01 loss per share) related to the adoption of this ASU. We have adopted these provisions on a prospective basis and our prior period presentation has not changed. Future effects to the Company’s income tax expense (benefit) as a result of the adoption of this ASU will depend on the timing, number of shares and the closing price per share of the Company’s common stock on the dates of vesting.

This ASU No. 2016-09 also clarifies that cash paid by the Company to taxing authorities in order to satisfy the employees' income tax withholding obligations from vesting shares should be classified as a financing activity in the Company’s statement of cash flows. We have reported payments of $880,000 within financing activities within our consolidated statement of cash flows for the three months ended March 31, 2017, as a result of adoption of this ASU. We have adopted these provisions retrospectively and reclassified $145,000 from cash used in operating activities to cash used in financing activities for the three months ended March 31, 2016, to conform to the current period presentation.


In June 2016, the 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, held-to-maturity debt securities, 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 annual periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018. We have not elected to early adopt this guidance. The guidance must be applied using a cumulative-effect transition method. We are currently evaluating the effect that ASU 2016-13 will have on our financial position, results of operations and related disclosures.





NOTE 2 – ASSETS HELD FOR SALE
Our South Texas Assets:Properties:


On February 23, 2017, our BoardWe measure and record assets held for sale at the lower of Directors approved management's recommendationtheir carrying amount or fair value less costs to place our South Texas facilities located in Aransas Pass and Ingleside, Texas, up for sale. Our Texas South Yard in Ingleside, Texas, is located on the northwest intersection of the U.S. Intracoastal Waterway and the Corpus Christi Ship Channel. The 45-foot deep Corpus Christi Ship Channel provides direct and unrestricted access to the Gulf of Mexico.sell. Our Texas North Yard in Aransas Pass, Texas, is located along the U.S. Intracoastal Waterway and is approximately three miles north of the Corpus Christi Ship Channel. These properties are currently underutilized and representThis property represents excess capacity within our Fabrication division. Our net book valueDivision.

On April 20, 2018, we closed the sale of property, plant and equipmentour Texas South Yard for these assets was $105.0a sale price of $55 million, less selling costs of $1.5 million. We received approximately $52.7 million at closing which was in addition to the $750,000 of earnest money previously received on January 3, 2018, related to the option to purchase the Texas South Yard. We plan to use the net proceeds to rebuild liquidity, to support upcoming projects, continue investing in our newly created EPC Division and for other general corporate purposes. We expect to recognize a gain of approximately $3.8 million from the sale during the second quarter of 2018; however, we do not anticipate any material cash tax liability given our NOLs. Subsequent to March 31, 2017. We measure2018, and recordin connection with the sale, our cash increased approximately $52.7 million and our assets held for sale atdecreased approximately $49.9 million.

As of the lowerdate of their carrying amount or fair value less cost to sell.this Report, our Texas North Yard and machinery and equipment remains held for sale. We have compared the net book value of this asset group to the fair value less cost to sell based upon appraisals obtained which did not result in impairment.

We are working to wind down all fabrication activities at these locations and re-allocate remaining backlog and workforce to our Houma Fabrication Yard. As a result of the decision to place our South Texas facilities up for sale and the underutilization currently being experienced, we expectwill continue to incur costs associated with maintaining these facilities throughassets until their sale that will not be recoverable.sale. These costs include insurance, general maintenance of the propertiesassets in itstheir current state, property taxes and retained employees which will be expensed as incurred. We do not expect the sale of these assets to impact our ability to service our deepwater customers or operate our Fabrication division.Division. Our South Texas assets held for saleProperties do not qualify for discontinued operations presentation.presentation as we continue to operate our Fabrication Division at other facilities.


Prospect On August 25, 2017, our South Texas Properties were impacted by Hurricane Harvey, which made landfall as a Category 4 hurricane. As a result, we suffered damages to buildings and equipment at our South Texas Properties. We maintain coverage on these assets up to a maximum of $25 million, subject to a 3% deductible with a minimum deductible of $500,000. Our estimate of the claim that we believe is recoverable through our property and casualty insurance is approximately $17.8 million; however, final settlement with our insurance carrier could be less and such difference could be material. We have not accrued for any insurance recovery at March 31, 2018, in excess of insurance claim payments received to date.

To date, our insurance underwriters have made advance insurance claim payments of $8.2 million in the aggregate, including $2.2 million that was received during the three months ended March 31, 2018. We have applied the $8.2 million received to date as follows:

Clean-up and repair related costs of $1.6 million that we have incurred since August 25, 2017, through March 31, 2018;

A building at our Texas South Yard and a building at our Texas North Yard were determined to be total losses. As a result, we impaired the remaining net book value of $1.5 million related to these buildings and recorded a corresponding insurance recovery offsetting the impairment during the fourth quarter of 2017; and

During the first quarter of 2018, we determined that we do not expect to repair the damaged buildings and equipment at the Texas North Yard. Accordingly, we impaired our Texas North Yard by $5.1 million, which represents our best estimate of the decline in the fair value of the property and equipment as a result of our decision to not repair the facility and recorded a corresponding insurance recovery offsetting the impairment.

As we work with our insurance agents and adjusters to finalize our estimate of the damage, it is our belief that final settlement of our claim will most likely be based upon a global settlement. Our final assessment of the damages incurred to our South Texas Properties as well as the amount of insurance proceeds we actually receive could be less than our estimate of the above claim when it is ultimately settled and such difference could be material.

We recorded an impairment of $750,000 during the three months ended March 31, 2018, related to a piece of equipment at our Texas North Yard that we intend to sell at auction. This piece of equipment was not damaged by Hurricane Harvey. The impairment was calculated as management's estimated net proceeds from the sale less its net book value.

Based upon our assessment of the damages and the estimated fair value of the assets held for sale management believes that there is no basis to record additional impairment at this time.

Shipyard Division Assets:


We lease a 35-acre complex 26 miles from the Gulf of Mexico near Houma, Louisiana. We have notified the owner of our intention to terminate the lease on mutually beneficial terms to facilitate an orderly disposal of assets at the facility. We have classified the machinery and equipment remaining at this shipyard as
Our Shipyard Division assets held for sale at February 6, 2017.March 31, 2018, primarily consist of a 2,500-ton drydock located at our Houma Shipyard. During the first quarter of 2017, management placed the assets at our former Prospect Shipyard for sale, and we recorded an impairment of $389,000 related to those assets based upon their estimated sale price. During the second quarter of 2017, we sold two drydocks for proceeds of $2 million and recorded a loss on sale of $259,000. During the fourth quarter of 2017, we recorded an additional impairment of $600,000 as we terminated the former Prospect Shipyard lease. Our net book value of property, plant and equipment for these assets was $5.5$1.9 million at March 31, 2017. We measure and record assets held for sale at the lower of their carrying amount or fair value less cost to sell. We have compared the net book value of this asset group to estimates of fair value less cost to sell and recorded an impairment of $389,000 for the three months ended March 31, 2017. We do not expect the sale of these assets to impact our ability to service our Shipyards customers. The future anticipated costs expected to be incurred prior to the termination of this lease are not significant to our consolidated financial statements.2018. Our Prospect Shipyardshipyard assets held for sale do not qualify for discontinued operations presentation.


A summary of the significant assets included in assets held for sale as of March 31, 2018, at our South Texas facilitiesProperties and our Prospectthe Shipyard Division assets is as follows (in thousands):
AssetsSouth Texas Fabrication Yards Prospect Shipyard Consolidated 
Land$5,492
 $
 $5,492
 
Buildings and improvements117,582
 
 117,582
 
Machinery and equipment100,605
 6,131
 106,736
 
Furniture and fixtures867
 82
 949
 
Vehicles800
 
 800
 
Other252
 
 252
 
Less: accumulated depreciation(120,560) (706) (121,266) 
Total assets held for sale$105,038
 $5,507
 $110,545
 



 South Texas Properties    
Assets
Texas South Yard(1)
 Texas North Yard Shipyard Division Assets Consolidated
Land$3,335
 $2,157
 $
 $5,492
Buildings and improvements90,370
 30,692
 
 121,062
Machinery and equipment
 66,305
 2,187
 68,492
Less: accumulated depreciation(43,808) (52,554) (298) (96,660)
Total assets held for sale$49,897
 $46,600
 $1,889
 $98,386
______________
(1)    We closed on the sale of these assets on April 20, 2018, for net proceeds of $53.5 million.

NOTE 3 – REVENUE AND CONTRACT COSTSRECOGNITION
The Company uses the percentage-of-completion accounting method for fabrication contracts. Revenueto recognize revenue from fixed-price or unit rateand unit-rate contracts is recognized on the percentage-of-completion method, computed by the efforts-expended method using the percentage of labor hours incurred as compared to estimated total labor hours to complete each contract. This progress percentage is applied to our estimate of total anticipated gross profit for each contract to determine gross profit earned to date. Revenue recognized in a period for a contract is the amountpro rata portion of gross profit recognized for that periodthe contract value (excluding pass-through costs) based upon the labor hours incurred to the total labor hours estimated to complete the contract plus labor costs and pass-through costs incurred on the contract during the period. We define

Materials and subcontractor services that represent an insignificant portion of the work to complete the project do not reflect an accurate measure of project completion are considered pass-through costs. Prior to the adoption of Topic 606, we defined pass-through costs as material, freight, equipment rental, and sub-contractor services thatwhen they are not significant to the progress of the project. Pass-through costs are included in therevenue and direct costs of revenue associated with projects. Consequently, pass-through costs are

included in revenue but have no impact on the gross profit realized for that particular period. Our pass-through

Revenue from T&M contracts is recognized as the work is performed, costs as a percentage of revenue for each period presented were as follows:
 Three Months Ended March 31, 
 2017 2016 
Pass-through costs as a percentage of revenues29.4% 40.0% 
     


Contracts in progressare incurred at March 31, 2017, was $30.4 million with $22.9 relating to one major customer. Advance billings on contracts at March 31, 2017, was $4.8 millionthe contracted rates and included advances of $3.8 million from two major customers.when collection is reasonably assured.
Revenue and gross profit on contracts can be significantly affected by variable consideration, which can be in the form of unpriced change orders, claims, incentives, penalties, and claimsliquidating damages that may not be resolved until the later stages of the contract or after the contract has been completed and delivery occurs. AtWe estimate variable consideration based on the most likely amount to which we expect to be entitled and include estimated amounts in the 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. For the three months ended March 31, 2018 and 2017, we included no amounts in revenue related to unpriced change orders, claims, or incentives. As disclosed in our 2017 Annual Report, we recorded a reduction to our estimated contract price of $11.7 million of variable consideration related to liquidating damages on projects which have been approved as to scope but not price. Duringin our Shipyard Division.

Adoption of Topic 606

As discussed in Note 1, we adopted Topic 606 on January 1, 2018. The reported results for the three months ended March 31, 2016, we recorded2018, reflect the application of Topic 606 guidance while the reported results for 2017 were prepared under the guidance of Topic 605. Topic 606 represents a loss of $488,000 for a single customerchange in accounting principle and also requires enhanced disclosures related to the disaggregation of revenue onand the anticipated timing and completion of remaining performance obligations.


Our adoption of Topic 606 required us to review our fixed-price and unit-rate contracts to assess if revenue should be recognized "over time" (as the work is performed) or "at a point in time" (upon completion of the work). We determined that ownership and control of the work related to our fixed-price and unit-rate contracts transfer to our customers as the work progresses. Additionally, our customers retain the right and ability to change, orders recognized in prior periodsmodify or discontinue further fabrication or construction at any stage of the project. In the event our customers discontinue work, they are required to compensate us for the work performed to date. We determined that were not recovered inthe significant inputs based upon labor hours most accurately reflects our final settlement withprimary profit generating activity as it best represents our efforts to construct the asset for our customer.


The Company's 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 the Company’s performance completed at the time of invoicing. Accordingly, the Company has elected to adopt the “right to invoice” practical expedient for T&M contracts. The adoption of this practical expedient allows the Company to recognize revenue in the amount it has the right to invoice (as the work is performed and costs are incurred at the contracted rates). Our adoption of this practical expedient determined that the impact of the adoption of Topic 606 to our revenue for the three months ended March 31, 2018, was immaterial and that it will not have an impact on future financial results.

Disaggregation of Revenue

The following tables detail our revenue within each division disaggregated by contract type and timing of revenue recognition for the three months ended March 31, 2018 and 2017 (in thousands).
  Three Months Ended March 31, 2018
  Fabrication Division Shipyard Division Services Division EPC Division Eliminations Total
Contract Type           
Lump sum and fixed-price construction (1)
$17,270
 $17,222
 $11,285
 $
 $(488) $45,289
Service contract revenue (2)

 1,343
 10,585
 
 
 11,928
Other (3)

 
 
 73
 
 73
Total $17,270
 $18,565
 $21,870
 $73
 $(488) $57,290
             
  Three Months Ended March 31, 2017
  Fabrication Division Shipyard Division Services Division EPC Division Eliminations Total
Contract Type           
Lump sum and fixed-price construction (1)
$10,209
 $16,707
 $5,721
 $
 $(1,350) $31,287
Service contract revenue (2)

 1,715
 4,991
 
 
 6,706
Other (3)

 
 
 
 
 
Total $10,209
 $18,422
 $10,712
 $
 $(1,350) $37,993
             
_____________
(1) Revenue is recognized as the contract is progressed over time.
(2) Amounts are T&M. Revenue is recognized as the work is performed and costs are incurred at the contracted rates.
(3) Other revenue is primarily from our EPC Division and represents early work authorized by SeaOne. Revenue is recognized as the contract is progressed over time.

Future Performance Required Under Fixed-Price Contracts

Topic 606 requires companies to disclose the remaining revenue to be earned under performance obligations for the portion of our contracts yet to be completed as of March 31, 2018 (in thousands).

By SegmentPerformance Obligations as of March 31, 2018
Fabrication Division$6,706
Shipyard Division (1)
149,590
Services Division11,858
EPC Division
Intersegment eliminations(990)
Total$167,164
  
_____________
(1) Amounts exclude approximately $94 million in remaining performance obligations that are disputed under a termination notice or are under a bid protest by a competing shipyard.

We expect to recognize our remaining performance obligations in revenue in the following periods as follows:
Year $'s
Remainder of 2018 $88,573
2019 59,231
2020 19,360
Total $167,164
   

Contracts in Progress and Advance Billings on Contracts

Revenue recognition and customer invoicing may occur at different times. Revenue recognition is based upon our calculation of percent complete; however, customer invoicing will generally depend upon a predetermined billing schedule as stated in the contract which could allow for customer advance payments or invoicing based upon achievement of certain milestones. Revenue earned but not yet invoiced is reflected as contracts in progress and included in current assets on our consolidated balance sheet. Billings made to our customers in advance of revenue being earned are reflected as advance billings on contracts and included in current liabilities on our balance sheet. Contracts in progress at March 31, 2018, totaled $37.5 million with $27 million relating to two major customers. Advance billings on contracts at March 31, 2018, was $4.3 million and included advances of $2.8 million from three major customers. Accrued contract losses were $6.3 million and $7.6 million as of March 31, 2018, and December 31, 2017, respectively.
NOTE 4 – CONTRACTS RECEIVABLE AND RETAINAGE
Our customers include major and large independent oil and gas companies, petrochemical and industrial facilities, marine companies and their contractors.contractors and agencies of the U.S. Government. Of our contracts receivable balance at March 31, 2017, $9.42018, $18.5 million, or 44.6%67.7%, was with twothree customers. The significant projects for these twothree customers consist of:
one large petroleum supply vesselThe fabrication of four modules for a customer inwithin our Shipyards segment that was tendered for delivery on February 6, 2017 (see also Note 9 regarding this receivable as this customer has refused delivery of the vessel); and
the fabrication of four modulesFabrication Division associated with a U.S. ethane cracker project.project (completed in April 2018);
AtOffshore services related to repair, installation and hook-up work for a customer within our Services Division; and
Inshore service repair and installation work for a customer within our Services Division.
As of March 31, 2017,2018, we included an allowance for bad debt of $1.2$2 million in our contract receivable balance which primarily relates to a customer within our Fabrication divisionDivision for the storage of an offshore drilling platform that was fully reserved in 2016.
NOTE 5 – FAIR VALUE MEASUREMENTS
The Company bases itsmakes fair value determinations by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:


Level 1-inputs1 - inputs are based upon quoted prices for identical instruments traded in active markets.markets;

Level 2-inputs2 - 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.market; and
Level 3-inputs3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. These include discounted cash flow models and similar valuation techniques.
Recurring fair value measurements and financial instruments - The carrying amounts that we have reported for financial instruments, including cash and cash equivalents, accounts receivables and accounts payables, approximate their fair values.


Assets held for sale - We measure and record assets held for sale at the lower of their carrying amount or fair value less costcosts to sell. The determination of fair value can requiregenerally requires the use of significant judgment and can vary on the facts and circumstances.judgment. We have classified our assets at our South Texas facilitiesProperties and our Shipyard Division assets that were at our former Prospect Shipyard as assets held for sale at March 31, 2017. We have compared the net book value of the asset groups2018. See Note 2 for further disclosure relating to estimates of fair value less cost to sell and recorded an impairment of $389,000our assets held for sale. During the three months ended March 31, 2017, we recorded an impairment of $389,000 related to the Shipyard Division assets held for salesale.

Our South Texas facilities were impacted by Hurricane Harvey, which made landfall as a Category 4 hurricane. During the first quarter of 2018, we determined that we do not expect to repair the buildings and equipment at the Texas North Yard in conjunction with its planned sale. Accordingly, we impaired our Texas North Yard by $5.1 million for damage and loss and recorded a corresponding insurance recovery offsetting the impairment.

We recorded an impairment of $750,000 during the three months ended March 31, 2018, related to a piece of equipment at our Prospect shipyard. See Note 2. We had no assets held forTexas North Yard that we intend to sell at auction. This piece of equipment was not damaged from Hurricane Harvey. The impairment was calculated as management's estimated net proceeds from the sale at December 31, 2016. We have determined that the fair values of these assets fall within Level 3 of the fair value hierarchy.less its net book value.




NOTE 6 – EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY
Earnings per Share:
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):
 Three Months Ended March 31, 
 2017 2016 
Basic and diluted:    
Numerator:    
Net income (loss)$(6,454) $989
 
Less: Distributed and undistributed income (unvested restricted stock)(34) 9
 
Net income attributable to common shareholders$(6,420) $980
 
Denominator:    
Weighted-average shares (1)
14,758
 14,601
 
Basic and diluted earnings (loss) per share - common shareholders$(0.44) $0.07
 

 Three Months Ended March 31,
 2018 2017
Basic and diluted:   
Numerator:   
Net loss$(5,296) $(6,454)
Less: Distributed and undistributed loss (unvested restricted stock)
 (34)
Net loss attributable to common shareholders$(5,296) $(6,420)
Denominator:   
Weighted-average shares (1)
14,964
 14,758
Basic and diluted loss per share - common shareholders$(0.35) $(0.44)
______________
(1) We have no dilutive securities.


NOTE 7 – LINE OF CREDIT
We have a credit agreement with Whitney Bank and JPMorgan Chase Bank N.A. that provides for an $40.0$40 million revolving credit facilityCredit Agreement maturing November 29, 2018.June 9, 2019. The credit agreementCredit Agreement allows the Company to use up to the full amount of the available borrowing base for letters of credit and for general corporate purposes. Our obligationsWe believe that our Credit Agreement, will provide us with additional working capital flexibility to expand operations as backlog improves, respond to market opportunities and support our ongoing operations. Interest on drawings under the Credit Agreement may be designated, at our option, as either Base Rate (as defined in the Credit Agreement) or LIBOR plus 2% per annum. Our outstanding balance of $10 million at March 31, 2018, is designated as a LIBOR rate loan. Unused commitment fees on the undrawn portion of the Credit Agreement are 0.4% per annum, and interest on undrawn stated amounts under letters of credit agreement areissued by the lender is 2% per annum. At March 31, 2018, the interest rate on our outstanding borrowings was 3.75% per annum. The Credit Agreement is secured by substantially all of our assets (other than real estate)the South Texas Properties). Amounts borrowed


At March 31, 2018, $10 million was outstanding under the Credit Agreement and, we had letters of credit agreement bear interest, at our option, at either the prime lending rate established by JPMorgan Chase Bank, N.A. or LIBOR plus 2.0 percent. of $2.5 million outstanding leaving availability of $27.5 million. Subsequent to March 31, 2018, we re-issued a letter of credit for $3 million related to outstanding contractual obligations which we expect to remain outstanding until July of 2018.

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


(i)i.minimumRatio of current assets to current liabilities of not less than 1.25:1.00;

ii.Minimum tangible net worth requirement of not less than $255.0 million plus:at least the sum of:
a)50% of net income earned in each quarter beginning December 31, 2016, and$185 million, plus
b)100%An amount equal to 50% of proceeds fromconsolidated net income for each fiscal quarter ending after June 30, 2017, including 50% of any issuancegain attributable to the sale of common stock;our South Texas Properties (with no deduction for a net loss in any such fiscal quarter), plus
c)less100% of the amountproceeds of any impairment on certain assets owned by Gulf Marine Fabricators, L.P. (our South Texas assets held for sale) up to $30.0 million;issuance of any stock or other equity after deducting of any fees, commissions, expenses and other costs incurred in such offering; and

(ii)iii.Ratio of funded debt to EBITDA ratiotangible net worth of not greatermore than 2.5 to 1.0; and
(iii)interest coverage ratio not less than 2.0 to 1.0.0.50:1.00.


At March 31, 2017, no amounts were outstanding under the credit facility, and we had outstanding letters of credit totaling $4.6 million, reducing the unused portion of our credit facility for additional letters of credit and borrowings to $35.4 million. As of March 31, 2017,2018, we were in compliance with all of our financial covenants.

We are currently in discussions with one of our financial institutions to enter into a new revolving line of credit with comparable availability, but with less restrictive financial covenants and reduced fees as compared to our current revolving credit facility. We expect to close on this new revolving credit facility and terminate our existing revolving credit facility in the second quarter of 2017.


NOTE 8 - SEGMENT DISCLOSURES


We have structured our operations with threefour operating divisions, including our newly formed EPC Division, and one corporate non-operating division. We believe that our operating divisions and a corporate non-operating division. During the three months ended March 31, 2017, management reduced its allocation of corporate administrative costs and overhead expenses from itsour corporate non-operating division to its operating divisions in order to individually evaluate corporate administrative costs and overhead within our Corporate division as well as to not overly burden our operating divisions with costs that do not directly relate to their operations. Accordingly,each represent a significant portion of our corporate administrative costs and overhead expenses are retained within the results of our corporate division. In addition, we have also allocated certain personnel previously included in the operating divisions to our Corporate division. In doing so, management believes that it has created a fourth reportable segment with each

of its three operating divisionsunder GAAP. Our newly formed EPC Division was created in December 2017 to manage expected work we will perform for the SeaOne Project and its Corporate division each meeting the criteria of reportable segments under GAAP.other projects that may require EPC project management services. Our operating divisions and Corporate divisionDivision are discussed below.


Fabrication Division -Our Fabrication divisionDivision primarily fabricates structures such as offshore drilling and production platforms and other steel structures for customers in the oil and gas industriesindustry including jackets and deck sections of fixed production platforms, hull, tendon, and/or deck sections of floating production platforms (such as TLPs, SPARs, FPSOs and MinDOCs), piles, wellhead protectors, subsea templates, and various production, compressor, and utility modules along with pressure vessels. Our Fabrication segmentDivision also fabricates structures for alternative energy customers (such as the five jackets and piles we constructed for a shallow waterthe first offshore wind turbinepower project offin the coast of Rhode IslandUnited States during 2015) as well as modules for an LNG facility.petrochemical facilities. We have historically performedperform these activities out of our fabrication yards in Houma, LouisianaLouisiana. As of the date of this Report, our Texas South Yard has been sold and formerly out of our fabrication yards in Aransas Pass and Ingleside, Texas.Texas North Yard is marketed for sale. See Note 2 for further disclosure relating to our South Texas Properties.


ShipyardsShipyard Division - Our Shipyards divisionShipyard Division primarily fabricatesmanufactures newbuild vessels and repairs various steel marine vessels in the United States including offshore supply vessels, anchor handling vessels liftand liftboats to support the construction and ongoing operation of offshore oil and gas production platforms, tug boats, tugboatstowboats, barges, drydocks and towboats. Our Shipyards division also constructs and owns dry docks to liftother marine vessels out of the water in order to make repairs or modifications.vessels. Our marine repair activities include steel repair, blasting and painting services, electrical systems repair, machinery and piping system repairs, and propeller, shaft, and rudder reconditioning. Our Shipyards division also performsIn addition, we perform conversion projects that consist of lengthening orvessels, modifying the use of existing vessels to permit their use for a different type of activity, and other modifications to enhance theirthe capacity or functionality.functionality of a vessel. We perform these activities out ofat our facilitiesshipyards in Houma, Jennings and Lake Charles, Louisiana.


Services Division- Our Services divisionDivision primarily provides interconnect piping services on offshore platforms and inshore structures. Interconnect piping services involve sending employee crews to offshore platforms in the Gulf of MexicoGOM to perform welding and other activities required to connect production equipment, service modules and other equipment on a platform. We also contract with oil and gas companies that have platforms and other structures located in the inland lakes and bays throughout the Southeastsoutheastern United States for various on-site construction and maintenance activities. In addition, our Services division can fabricateDivision fabricates packaged skid units and constructperforms various municipal and drainage projects, such as pump stations, levee reinforcement, bulkheads and other public works projects for state and local governments. We perform these services at customer facilities or at our Houma Services Yard.


CorporateEPC Division - Late in the fourth quarter of 2017, SeaOne selected us as the prime contractor for the engineering, procurement, construction, installation, commissioning and start-up for their SeaOne Project. This project will include execution of engineering, construction and installation of modules for an export facility in Gulfport, Mississippi, and import facilities in the Caribbean and South America. SeaOne’s selection of the Company is non-binding and commencement of the project remains subject to a number

of conditions, including agreement on the terms of the engagement with SeaOne. We have created our EPC Division to manage this project and future similar projects. We understand that SeaOne is in the process of securing financing to move forward with its project. We are hopeful that the SeaOne Project will initiate planning and start-up efforts mid-2018 with construction to start in early 2019. We are strengthening our internal project management capabilities through the hiring of additional personnel to service this potential project. 

Corporate Division - Our Corporate divisionDivision primarily includes expenses that do not directly relate to the operations or shared services provided to our threefour operating divisions. Expenses for shared services which includesuch as human resources, insurance, business development and accounting salaries etc., are allocated to the operating divisions. Expenses that are not allocated include, but are not limited to, costs related to executive management and directors' fees, clerical and administrative salaries, costs of maintaining the corporate office and costs associated with overall governance and being a publicly traded company.


We generally evaluate the performance of, and allocate resources to, our segmentsdivisions based upon gross profit (loss) and operating income (loss). SegmentDivision assets are comprised of all assets attributable to each segment.division. Corporate administrative costs and overhead are allocated to our threefour operating divisions for expenses that directly relate to the operations or relate to shared services as discussed above. During 2016, we allocated substantially all of our corporate administrative costs and overhead to our three operating divisions. We have recast our 2016 segment data below in order to conform to the current period presentation. Intersegment revenues arerevenue is priced at the estimated fair value of work performed. Summarized financial information concerning our segmentsdivisions as of and for the three months ended March 31, 20172018, and 2016,2017, is as follows (in thousands):
Three Months Ended March 31, 2017Three Months Ended March 31, 2018
Fabrication
Shipyards (1)
ServicesCorporateEliminationsConsolidatedFabricationShipyardServicesEPCCorporateEliminationsConsolidated
Revenue$10,209
$18,422
$10,712
$
$(1,350)$37,993
$17,270
$18,565
$21,870
$73
$
$(488)$57,290
Gross profit (loss)(2,966)(1,704)33
(260)
(4,897)(219)(1,023)2,614
(308)(385)
679
Operating income (loss)(3,787)(3,057)(633)(1,739)
(9,216)(1,593)(1,819)1,880
(725)(2,523)
(4,780)
Total assets197,834
88,489
95,562
349,917
(427,142)304,660
184,263
76,150
105,632
12
318,137
(415,072)269,122
Depreciation and amortization expense3,135
1,009
432
124

4,700
1,149
1,069
393

138

2,749
Capital expenditures102
272

17

391

6
65



71
  
 Three Months Ended March 31, 2017
 FabricationShipyardServicesEPCCorporateEliminationsConsolidated
Revenue$10,209
$18,422
$10,712

$
$(1,350)$37,993
Gross profit (loss)(2,966)(1,704)33

(260)
(4,897)
Operating income (loss)(3,787)(3,057)(633)
(1,739)
(9,216)
Total assets197,834
88,489
95,562

349,917
(427,142)304,660
Depreciation and amortization expense3,135
1,009
432

124

4,700
Capital expenditures102
272


17

391
        

 Three Months Ended March 31, 2016
 Fabrication
Shipyards (1)
ServicesCorporateEliminationsConsolidated
Revenue$23,829
$34,120
$26,559
$
$(529)$83,979
Gross profit (loss)86
2,375
3,376
(136)
5,701
Operating income (loss)(709)1,079
2,650
(1,804)
1,216
Total assets293,049
85,638
93,283
347,434
(480,236)339,168
Depreciation and amortization expense4,855
1,166
442
104

6,567
Capital expenditures109
35
543
37

724
       

____________
(1)Revenue for the three months ended March 31, 2017 and 2016, includes $1.6 million and $1.2 million of non-cash amortization of deferred revenue, respectively, related to the values assigned to contracts acquired in the LEEVAC transaction.

NOTE 9 – COMMITMENTS AND CONTINGENCIES


DuringThe Company is subject to various routine legal proceedings in the thirdnormal conduct of its business, primarily involving commercial claims, workers’ compensation claims, and fourth quartersclaims for personal injury under general maritime laws of 2015, we recorded contract lossesthe United States and the Jones Act. While the outcome of $24.5 millionthese lawsuits, legal proceedings and claims cannot be predicted with certainty, management believes that the outcome of any such proceedings, even if determined adversely, would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

MPSV Termination Letter

We received a notice of purported termination from a customer within our Shipyard Division related to a decrease in the contract price due to final weight re-measurementsconstruction of two MPSVs. We dispute the purported termination and our inability to recover certain costs on disputed change orders related to a large deepwater project we delivered to our customer in November 2015. No amountsdisagree with respect to these disputed change ordersthe customer’s reasons for same. Pending resolution of the dispute, all work has been stopped and the vessels and associated equipment and material are included on our consolidated balance sheet or recognized in revenue in our consolidated statementcare and custody at our shipyard in Houma, Louisiana. The customer has notified our Surety of operationsits intent to require completion of the vessel under the Surety's

bond. We have notified and met with our Surety regarding our disagreement with our customer's claims. The Company will continue to enforce its rights under the agreements and defend any claims asserted against the Company by its customer. Management is unable to estimate the probability of a favorable or unfavorable outcome a well as an estimate of and for the three months ended March 31, 2017 and 2016. In the second quarter of 2016, we initiated legal action to recover our costs from these disputed change orders.potential loss, if any, at this time. We can give no assurance that our actions will be successful orcannot guarantee that we will recover all or any portion of these contract losses from ournot incur additional costs as we negotiate with this customer.

On October 21, 2016, a customer of our Shipyards division announced it was in noncompliance with certain financial covenants included in the customer’s debt agreements. This customer also stated it had received limited waivers from its lenders and noteholders, but its debt agreements will require further negotiation and amendment. On April 19, 2017, the customer stated it had allowed the waivers to expire and remains in default of its covenants.

This same customer has rejected delivery of the vessel that we tendered for delivery on February 6, 2017, alleging certain technical deficiencies exist with respect to the vessel and is seeking recovery of all purchase price amounts previously paid by the customer under the contract. We are also building a second vessel for this customer that is scheduled for delivery during the second quarter of 2017. We disagree with our customer concerning these alleged technical deficiencies and have put the customer in default under the terms of the contracts for both vessels. As ofAt March 31, 2017, approximately $4.6 million remained due and outstanding from2018, our customer for the first vessel. Thenet balance due to us upon delivery for a second vessel which is expected in May of this year is approximately $4.9sheet exposure was $12 million. On March 10, 2017, we gave notice for arbitration with our customer in an effort to resolve this matter. We intend to take all legal action as may be necessary to protect our rights under the contracts and recover the remaining balances owed to us.

We continue to monitor our work performed in relation to our customer’s status and its ability to pay under the terms of these contracts. Because these vessels have been completed or are substantially complete, we believe that they have significant fair value and that we would be able to fully recover any amounts due to us.


NOTE 10 – SUBSEQUENT EVENTS


On See Note 2 regarding the sale of our Texas South Yard on April 26, 2017, our Board of Directors declared a dividend of $0.01 per share on our shares of common stock outstanding, payable May 25, 2017, to shareholders of record on May 11, 2017.20, 2018.





Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Statement on Forward-Looking StatementsInformation
Statements under “Backlog,” “Results of Operations” and “Liquidity and Capital Resources” and otherThis Report contains forward-looking statements in this reportwhich we discuss our potential future performance, primarily in the sections entitled “Management’s Discussion and the exhibits hereto thatAnalysis of Financial Condition and Results of Operations.” Forward-looking statements are notall statements other than statements of historical factfacts, such as projections or expectations relating to 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. These
We caution readers that forward-looking statements are subject to certain risksnot guarantees of future performance and uncertainties that could cause actual results and outcomes tomay differ materially from the results and outcomes predictedthose anticipated, projected or assumed in such forward-looking statements. Investors are cautioned not to place undue reliance upon suchthe forward-looking statements. Important factors that maycan cause our actual results to differ materially from expectationsthose anticipated in the forward-looking statements include the cyclical nature of the oil and gas industry, changes in backlog estimates, suspension or projections include thosetermination of projects, timing and award of new contracts, financial ability and credit worthiness of our customers, consolidation of our customers, competitive pricing and cost overruns, entry into new lines of business, ability to raise additional capital, ability to sell certain assets, receipt of additional insurance proceeds, advancement on the SeaOne Project, ability to resolve disputes with a customer relating to the contracts to build MPSVs, ability to remain in compliance with our covenants contained in our Credit Agreement, ability to employ skilled workers, operating dangers and limits on insurance coverage, weather conditions, competition, customer disputes, adjustments to previously reported profits under the percentage-of-completion method, loss of key personnel, compliance with regulatory and environmental laws, ability to utilize navigation canals, performance of subcontractors, systems and information technology interruption or failure and data security breaches and other factors described in Item 1A. Risk Factors“Risk Factors” included in our 2017 Annual Report on Form 10-K foras may be updated by subsequent filings with the year ended December 31, 2016.SEC.
Investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after 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 intend to update forward-looking statements more frequently than quarterly 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.

Executive Summary


We are a leading fabricator of complex steel structures and marine vessels used in energy extraction and production, petrochemical and industrial facilities, power generation and alternative energy projects and shipping and marine transportation operations. We also provide related installation, hookup, commissioning, repair and maintenance services with specialized crews and integrated project management capabilities. We are currently fabricatingrecently completed of the fabrication of complex modules for the construction of a new petrochemical plant, and we are completing newbuild construction of a technologically advanced offshore support and two multi-purpose service vessels and recentlytechnologically-advanced OSV with scheduled delivery in the second quarter of 2018. We fabricated wind turbine pedestals for the first offshore wind power project in the United States. We have also constructed one of the largest liftboats servicing the Gulf of Mexico ("GOM"),GOM, one of the deepest production jackets in the GOM and the first SPAR hull fabricated in the United States. Our customers include U.S. and, to a lesser extent, international energy producers, petrochemical, industrial, power and marine operators.

Our industry environment continues to remain challenged as significant oiloperators and gas price uncertainty remains. Recent improvements in current oil prices have remained fairly stable since December of 2016; however, our customers in the global oil and gas industry continue to limit capital spending relative to the already reduced spending levels from 2015 and 2016. This has also negatively impacted the marine and offshore services industries that support offshore exploration and production which has had an adverse effect on our overall backlog levels and created challenges with respect to our ability to operate our facilities at desired utilization levels. As a result, we have experienced significant decreases in revenue.

Oil and gas producers are expected to cautiously increase drilling activity during 2017; however, we do not anticipate any real movement in the near term as it relates to offshore investment and related project activity as producers may choose to focus on land-based oil and gas production through newly discovered shale finds. We expect new demand for our services in the near to medium term to come from petrochemical projects and other non-upstream projects including government, transportation and renewable energy.

Accordingly, we have increased our focus on fabrication projects outsideagencies of the upstream oilUnited States Government. We operate and gas sector, including certain large petrochemical plant module work, alternative energy fabrication projects, and other projects that are less susceptible to fluctuations in oil and gas prices and may actually benefit in the longer term from reliable, lower cost environment of commodity prices. We are currently fabricating complex modules for the construction of a new petrochemical plant. Opportunities for Shipyard-related projects remain largely outside of the oil and gas sector including passenger cruise vessels and government contracts. Opportunities for our Services division are expected to remain challenging over the next several months, but not as severe as the challenges facing our Fabrication and Shipyard divisions.

We have seen improved bidding opportunities beginning in the fourth quarter of 2016 and extending through the first quarter of 2017 primarily for our Fabrication and Shipyard divisions. We are actively competing for these bidding opportunities and believe that we will be successful in obtaining new backlog awards in 2017; however, management believes that even if we are successful in obtaining these awards that there is an expected lag of several months before these awards will materialize into work at our facilities. We were successful in obtaining new backlog of $56.5 million within our Fabrication division during the fourth quarter of 2016, for the fabrication of four modules associated with a U.S. ethane cracker project; however, this backlog was received during a period of very competitive pricing with low margins and the revenue from these awards will not begin to be realized until later in 2017.

We continue to respond to decreases in capital spending by our customers by reducing our own discretionary spending. Since the beginning of 2016, wage adjustments along with employee benefit reductions and overall cost reductions in all of our facilities have been implemented along with continued examination of all potential cost reductions associated withmanage our business divisions. We have reduced the level ofthrough four operating divisions: Fabrication, Shipyard, Services and our workforce based on booked workrecently formed EPC Division. Our corporate headquarters is located in all of our facilities and will continue to do so, as necessary. We reduced our capital expenditures and continue to evaluate opportunities to dispose of assets that are either under utilized, under

performing or not expected to provide sufficient long-term value which include our SouthHouston, Texas, assets and expected termination of the Prospect Shipyard lease as further discussed below.

Our South Texas Assets - On February 23, 2017, our Board of Directors approved management's recommendation to market our South Texaswith fabrication facilities located in Aransas PassHouma, Jennings and Ingleside, Texas, for sale. OurLake Charles, Louisiana. As of the date of this Report, our Texas South Yard in Ingleside, Texas is located on the northwest intersection of the U.S. Intracoastal Waterwayhas been sold and the Corpus Christi Ship Channel. The 45-foot deep Corpus Christi Ship Channel provides direct and unrestricted access to the Gulf of Mexico. Ourour Texas North Yard in Aransas Pass, Texas is located alongmarketed for sale.

Given the U.S. Intracoastal Waterwayongoing challenging business environment in several of our core segments, our primary focus continues to be generating liquidity and is approximately three miles northsecuring meaningful backlog in the near-term and generating cash flows from operations in the longer-term. Beginning in 2015 and through the date of this Report, we have implemented a number of initiatives to strategically reposition the Corpus Christi Ship Channel. TheseCompany to attract new customers, participate in the buildup of petrochemical facilities, are currently underutilizedpursue offshore wind markets, enter the EPC industry and represent excess capacitydiversify our customers within our Fabrication division. Our net book value of for these assets was $105.0 million at March 31, 2017. We are workingShipyard Division. Additionally, we initiated efforts to wind down all fabrication activities at these locationsrebuild liquidity, preserve cash and re-allocate remaining backlog andlower costs including reducing our workforce, reducing the compensation paid to our Houma Fabrication Yarddirectors and the salaries of our executive officers as necessary. Aswell as developing a resultplan to sell certain underutilized assets.

Sales of Assets

In early 2017, we announced our plan to rationalize underutilized assets including the decision to markettwo fabrication yards and related equipment located at our South Texas facilitiesProperties.

On April 20, 2018, we closed on the sale of our Texas South Yard for $55 million, less selling costs of $1.5 million. We received approximately $52.7 million at closing, which was in addition to the $750,000 of earnest money previously received on January 3, 2018, related to the option to purchase the Texas South Yard. We plan to use the net proceeds to rebuild our liquidity, to support upcoming projects, continue investing in our newly created EPC Division and for other general corporate purposes. See Note 2 of the Notes to Consolidated Financial Statements for further discussion of the sale of our Texas South Yard. We expect to record a gain on sale during the second quarter of 2018 related to this transaction of approximately $3.8 million. Completing the sale of the Texas South Yard is an important liquidity generating event and will facilitate the underutilization currently being experienced, we expectCompany’s continued strategic repositioning from offshore oil and gas markets.

We will continue to incur costs associated with theholding and maintaining of the facility through its sale that will not be recoverable.our Texas North Yard. These costs include insurance, general maintenance of the property in its current state, property taxes and retained employees which will be expensed as incurred. We do not expect the sale of these assets to impact our ability to service our deepwater customers or operate our Fabrication division.


In anticipation of the proceeds to be received from the sale ofHurricane Harvey and Insurance Recoveries

On August 25, 2017, our South Texas Properties were impacted by Hurricane Harvey, which made landfall as a Category 4 hurricane. As a result, we suffered damages to buildings and equipment at our South Texas Properties. We maintain coverage on these assets up to a maximum of $25 million, subject to a 3% deductible with a minimum deductible of $500,000. Our estimate of the claim that we believe is recoverable through our property and casualty insurance is approximately $17.8 million; however, final settlement with our insurance carrier could be less and such difference could be material. We have not accrued for any insurance recovery at March 31, 2018, in excess of insurance claim payments received to date.

To date, our insurance underwriters have made advance insurance claim payments of $8.2 million in the aggregate, including $2.2 million that was received during three months ended March 31, 2018. We have applied the $8.2 million received to date as follows:

Clean-up and repair related costs of $1.6 million that we have engaged inincurred since August 25, 2017, through March 31, 2018;


A building at our Texas South Yard and a strategic financial analysis project with advisorsbuilding at our Texas North Yard were determined to determinebe total losses. As a result, we impaired the appropriate use of proceeds from this transaction. We will be evaluating a mix of options including tactical capital improvement projects, strategic growth investment opportunities that support our business plan, stock buy-backs and/or dividends and working capital reinvestment.

Prospect Shipyard Assets - We lease a 35-acre complex 26 miles from the Gulf of Mexico near Houma, Louisiana. We have notified the owner of our intention to terminate the lease on mutually beneficial terms to facilitate an orderly disposal of assets at the facility. We have classified the machinery and equipment remaining at this shipyard as assets held for sale at February 6, 2017. Our net book value of property, plant$1.5 million related to these buildings and recorded a corresponding insurance recovery offsetting the impairment during the fourth quarter of 2017; and

During the first quarter of 2018, we determined that we do not expect to repair the damaged buildings and equipment for these assets was $5.5at the Texas North Yard. Accordingly, we impaired our Texas North Yard by $5.1 million, at March 31, 2017. which represents our best estimate of the decline in the fair value of the property and equipment as a result of our decision to not repair the facility and recorded a corresponding insurance recovery offsetting the impairment.

As we work with our insurance agents and adjusters to finalize our estimate of the damage, it is our belief that final settlement of our claim will most likely be based upon a global settlement. Our final assessment of the damages incurred to our South Texas Properties as well as the amount of insurance proceeds we actually receive could be less than our estimate of the claim above when it is ultimately settled and such differences could be material.

We recorded an impairment of $389 for$750,000 during the three months ended March 31, 20172018, related to these assets. See Note 2a piece of equipment at our Texas North Yard that we intend to sell at auction. This piece of equipment was not damaged by Hurricane Harvey. The impairment was calculated as management's estimated net proceeds from the sale less its net book value.

Based upon our initial assessment of the Notesdamages and insurance coverage and the fair value of the assets held for sale. Management believes that there is no basis to Consolidated Financial Statements. The future anticipated costs expectedrecord additional impairment at this time.

Preservation of Cash

We will continue to be incurred prior to the terminationmonitor and preserve our cash. At March 31, 2018, we had $6.5 million in cash, debt of this lease are not significant$10 million and working capital of $137.1 million which includes $98.4 million in assets held for sale, primarily related to our consolidated financial statements. We do not expectSouth Texas Properties. As of May 4, 2018, our liquidity has significantly improved due to the sale of our Texas South Yard, the proceeds of which will be used to rebuild our liquidity, to support upcoming projects, continue investing in our newly created EPC Division and for other general corporate purposes. After the sale of our Texas South Yard, our cash balance was $55 million, and the amount outstanding under our Credit Agreement was $10 million with remaining availability under our Credit Agreement of approximately $27.5 million for total liquidity of approximately $82.5 million. Our primary liquidity requirements for 2018 and beyond are for costs associated with fabrication and shipyard projects, capital expenditures related to our EPC Division and enhancements to our shipyards.

We currently believe that cash on hand and funds available under our Credit Agreement will be sufficient to meet our working capital and capital expenditure requirements, any future debt service and other funding requirements for at least 12 months from the date of this Report. Our view regarding sufficiency of cash and liquidity is primarily based on our financial forecast for 2018 and early 2019, which is impacted by various assumptions regarding the sale of our Texas North Yard, our existing backlog and a reasonable amount of forecasted, non-contractual backlog. There is no guarantee that our financial forecast will be attainable or that we will have sufficient cash, including funds available under our Credit Agreement, to meet planned operating expenses and other unforeseen cash needs.

If industry conditions for offshore oil and gas do not improve, or we are unable to sell our Texas North Yard or the sale is delayed, or we are unable to increase our backlog, we would expect to take additional measures to preserve our cash flows until such time when we are able to generate cash flows from operations. Since the beginning of 2016, we have implemented wage adjustments along with employee benefit and overall cost reductions within all of our divisions. We have reduced the level of our workforce in the past and we will continue to do so based on booked work in all of our facilities. We have reduced the compensation paid to our directors and the salaries of our executive officers, and we have reduced our capital expenditures and placed assets that are either underutilized, under-performing or not expected to provide sufficient long-term value for sale, which include our South Texas Properties.

Ongoing Efforts to Increase Our Backlog and Diversification of Our Customer Base

Petrochemical work - We recently completed the fabrication of four modules for a new petrochemical facility. We delivered these assetsmodules on time and within budget. We continue to impactsearch for additional fabrication work in the petrochemical industry to add to our current backlog.

Pursuit of offshore wind - We believe that future requirements from generators and utilities to provide electricity from renewable and green sources will result in continued growth of offshore wind projects. We fabricated the first-of-a-kind wind turbine pedestals for the first offshore wind power project in the United States in 2015, and we believe that we possess the expertise

to obtain significant future work in this sector. During the first quarter of 2018, we signed a contract for the fabrication of one Meteorological tower and platform for a customer's offshore wind project located off the U.S. coast of Maryland. This project is small; however, it represents our continued ability to provide structures for this emerging industry. There are currently 28 offshore wind projects in various planning stages. We may also partner with other companies to take advantage of growth in this area. We have a non-binding letter of intent with the EEW Group as it relates to their letter of intent with their customer for structures off the coast of Maryland. Along with this letter of intent, we have executed a teaming agreement with the EEW Group for future U.S. offshore wind projects. There is no guarantee that we will be successful in participating in any of these planned projects.

Diversification of our Shipyard Division customer base - We continue to be successful in our efforts to diversify our capabilities within our Shipyard Division. During the first quarter of 2018, we executed a contract for the construction and delivery of one towing, salvage and rescue ship ("T-ATS") vessel with the U.S. Navy for $63.6 million with an option for seven additional vessels with an additional value of approximately $459.1 million if all options are exercised. Our T-ATS vessel contract is currently under a bid protest from a competitor. Bid protests can result in an award decision being overturned, requiring a re-bid of the contract. Even when a bid protest does not result in a re-bid, resolution of the matter typically extends the time until contract performance can begin, which may reduce our earnings in the period in which the contract would otherwise be performed. Further, we signed change orders on May 1, 2018, with two customers, each for the construction of one additional harbor tug boat for approximately $13 million each with the option for one more harbor tug boat for approximately $12.2 million each. This is in addition to the eight harbor tug boats we are currently constructing for these two customers.

Continued growth within our Services Division - Generally, we expect demand for our Services Division to increase in 2018 beyond the contractual backlog amount in place as of March 31, 2018. Work associated with offshore tie-backs, upgrades and maintenance remains strong. We will continue to pursue opportunities within the offshore/inshore plant expansion and maintenance programs as well as targeting growth of developing fields in West Texas.

Our newly formed EPC Division - As discussed in our 2017 Annual Report, we were selected as the prime contractor for the SeaOne Project. This project will include execution of engineering, construction and installation of modules for an export facility in Gulfport, Mississippi, and import facilities in the Caribbean and South America. SeaOne’s selection of us is non-binding and commencement of the project remains subject to a number of conditions, including agreement on terms of the engagement with SeaOne. In anticipation of this project advancing, we are enhancing our internal project management capabilities through the hiring of additional personnel to service this project. Subsequent to March 31, 2018, we received an early works purchase order from SeaOne for approximately $1.0 million. We continue to work with SeaOne on finalizing Initial Engineering Design and project pricing. We understand that SeaOne is in the process of securing financing to move forward with its project. We are hopeful that the SeaOne Project will initiate planning and start-up efforts mid-2018 with construction to start in early 2019.

Completion of our MPSV contract - As previously disclosed, on March 19, 2018, we received a notice of purportedtermination from a customer within our Shipyard Division related to the construction of two MPSVs. We dispute the purported termination and disagree with the customer’s reasons for same. Pending resolution of the dispute, all work has been stopped and the vessels and associated equipment and material are in our care and custody at our shipyard in Houma, Louisiana. The customer has notified our Surety of its intent to require completion of the vessel under the Surety's bond. We have notified and met with our Surety regarding our disagreement with our customer's claims. The Company will continue to enforce its rights under the agreements and defend any claims asserted against the Company by its customer. Management is unable to estimate the probability of a favorable or unfavorable outcome a well as an estimate of potential loss, if any, at this time. We cannot guarantee that we will not incur additional costs as we negotiate with this customer.

Looking forward, our results of operations will be affected primarily by:

Our ability to execute on projects in accordance with our cost estimates and manage them to successful completion;

Our ability to win contracts through competitive bidding or alliance/partnering arrangements;

Demand for our services and the overall number of projects in the market place. As discussed above, a significant portion of our historical customer base has been impacted by the level of exploration and development activity maintained by oil and gas exploration and production companies in the GOM, and to a lesser extent, overseas locations, which is dependent upon the price of oil and gas;

The level of petrochemical facility construction and improvements;

Our successful execution of an agreement with SeaOne;

Our ability to resolve our disputes with our customer for the completion of the two MPSV vessels; and

Our ability to secure additional fabrication offshore wind projects.

We continue to respond to the competitive forces within our industry and continue to actively compete for additional bidding opportunities. We believe that we will be successful in obtaining new, additional backlog awards in 2018 and 2019; however, management believes that even if we are successful in obtaining these awards there is an expected lag of several months before these awards will materialize. While we have been successful in obtaining new backlog in recent months, primarily in our Shipyard and Services Divisions, these backlog awards were received during a period of competitive pricing with lower than desired margins. Additionally, revenue from these awards will not be realized until later in 2018 and beyond.

Safety

We operate in an environment that exposes our employees to risk of injury, and we are committed to safety. We believe safety is a key metric for our success. Poor safety performance increases our costs, results in construction delays and limits our ability to service Shipyards customers.compete for project awards within our market. Safety performance measures are incorporated into our annual incentive compensation measures for our executives and senior management.

We are currently in discussions with one of our financial institutions to enter into a new revolving line of credit with comparable availability, but with less restrictive financial covenants and reduced fees as compared to our current revolving credit facility. We expect to close on this new revolving credit facility and terminate our existing revolving credit facility in the second quarter of 2017.

With no debt and $34.7 million in cash at March 31, 2017, we continue to conserve our cash due to the uncertainty of both the severity and duration of the current oil and gas market downturn.


Critical Accounting Policies and Estimates
For a discussion of critical accounting policies and estimates we use in the preparation of our Consolidated Financial Statements, refer to  Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2017 Annual Report on Form 10-K for the year ended December 31, 2016.Report. There have been no changes in our evaluation of our critical accounting policies since December 31, 2016.2017.


Backlog
We believe that backlog, a non-GAAP financial measure, provides useful information to investors. Backlog differs from the GAAP requirement to disclose future performance obligations required under fixed-price contracts as required under Topic 606 of the ASC. See Note 3 of the Notes to Consolidated Financial Statements for further discussion of Topic 606. Backlog includes future work that has been entered into subsequent to the balance sheet date, from letters of intent or other forms of authorization as well as 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 (the most comparable GAAP measure); however, represents future work that management believes is probable of being performed.
Our backlog is based on management’s estimate of the direct labor hours required to complete, and the remaining revenue to be recognized with respect to those projects for which a customer has authorized us to begin work or purchase materials pursuant to written contracts, letters of intent or other forms of authorization. As engineering and design plans are finalized or changes to existing plans are made, management’s estimate of the direct labor hours required to complete a project and the price of a project at completion is likely to change.
All projects currently included in our backlog are generally subject to suspension, termination, or a reduction in scope at the option of the customer, although the customer is required to pay us for work performed and materials purchased through the date of termination, suspension, or reduction in scope. In addition, customers have the ability to delay the execution of projects. We exclude suspended projects from contract backlog when they are expected to be suspended more than 12 months because resumption of work and timing of revenue recognition for these projects are difficult to predict. Depending on the size of the project, the termination, postponement, or reduction in scope of any one project could significantly reduce our backlog and could have a material adverse effect on future revenue, net income (loss) and cash flow. A reconciliation of future revenue performance obligations under Topic 606 of the ASC (the most comparable GAAP measure as included in Note 3 of the Notes to Consolidated Financial Statements) to our reported backlog is provided below (in thousands).

 March 31, 2018
 Fabrication Shipyard Services EPC Eliminations Consolidated
Future performance obligations required under fixed-price contracts under Topic 606 of ASC$6,706
 $149,590
 $11,858
 $
 $(990) $167,164
Contracts signed subsequent to March, 31, 2018
 29,874
 
 1,037
 
 30,911
Signed contracts under purported termination or third party protest (1), (2)

 94,176
 
 
 
 94,176
Backlog$6,706
 $273,640
 $11,858
 $1,037
 $(990) $292,251
            
___________
(1)Includes backlog for a customer for which we have received a notice of purported termination within our Shipyard Division related to the construction of two MPSVs. We dispute the purported termination and disagree with the customer’s reasons for same.We cannot guarantee that we be able to favorably negotiate completion of the MPSVs with this customer. See Note 9 of the Notes to Consolidated Financial Statements.

(2)Includes our signed contract with the U.S. Navy for the construction of the T-ATS Salvage vessel which is under bid protest from a competitor. Bid protests can result in an award decision being overturned, requiring a re-bid of the contract. Even when a bid protest does not result in a re-bid, resolution of the matter typically extends the time until contract performance can begin, which may reduce our earnings in the period in which the contract would otherwise be performed.
Our backlog at March 31, 2017, and2018, as compared to December 31, 2016,2017, consisted of the following (in thousands, except for percentages):
 March 31, 2017 December 31, 2016 
Segment$'sLabor hours $'sLabor hours 
Fabrication$54,022
582 $65,444
707 
Shipyards45,592
295 59,771
457 
Services14,829
201 7,757
101 
Intersegment eliminations(1,226) 
 
Total backlog (1)
$113,217
1,078 $132,972
1,265 
       
 NumberPercentage NumberPercentage 
Major customers (2)
two81.1% two80.5% 
       
Backlog is expected to be recognized in revenue during:$'sPercentage    
2017 (3)
105,391
93.1%    
2018 (3)
7,826
6.9%    
 $113,217

 

  
       
 March 31, 2018 December 31, 2017
Division$'sLabor hours $'sLabor hours
Fabrication$6,706
54 $15,771
150
Shipyard273,640
1,493 184,035
1,104
Services11,858
130 23,181
290
EPC1,037
 
Intersegment eliminations(990) (370)
Total backlog$292,251
1,677 $222,617
1,544
      
 NumberPercentage NumberPercentage
Major customers (1)
585.4% 473.0%
      
Backlog is expected to be recognized in revenue during:(2)

$'sPercentage   
2018$90,879
31.1%   
2019142,274
48.7%   
202059,098
20.2%   
Total$292,251
100.0% 

 
      
___________
1.Backlog as of March 31, 2017, includes commitments received through April 26, 2017. We exclude suspended projects from contract backlog when they are expected to be suspended more than twelve months because resumption of work and timing of revenue recognition for these projects are difficult to predict.
2.(1)At March 31, 2017,2018, projects for our twofive largest customers in terms of revenue backlog consisted of:
(i)twoTwo large multi-purpose service vesselsMPSVs for one customer in our Shipyards segment,for which commenced in the first quarterwe have received a purported notice of 2014 and will be completed during the first and second quarters of 2018; andtermination as discussed above;
(ii)the fabricationNewbuild construction of four modules associated with a U.S. ethane cracker project.five harbor tugs for one customer (to be completed in 2018 through 2020);
3.(iii)Newbuild construction of five harbor tugs for one customer (separate from above) (to completed in 2018 through 2020);
(iv)Newbuild construction of an offshore research vessel (to be completed in 2020); and
(v)Newbuild construction of one T-ATS vessel (to be completed in 2020). This contract is currently under a bid protest.
(2)The timing of recognition of the revenue represented in our backlog is based on management’s current estimates to complete the projects. Certain factors and circumstances could cause changes in the amounts ultimately recognized and the timing of the recognition of revenue from our backlog.


Depending onCertain of our contracts contain options which grant the sizeright to our customer, if exercised, for the construction of the project, the termination, postponement, or reductionadditional vessels at contracted prices.We do not include options in scope of any one project could significantly reduce our backlog above. If all options under our current contracts were exercised, our backlog would increase by $626.2 million. We believe disclosing these options provides investors with useful information in order 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. We have not received any commitments related to the exercise of these options from our customers, and couldwe can provide no assurance that any or all of these options will be exercised.
As we add backlog, we will add personnel with critical project management and fabrication skills to ensure we have a material adverse effect on revenue, net incomethe resources necessary to execute our projects well and cash flow.to support our project risk mitigation discipline for all new projects. This may negatively impact near-term results.
As of March 31, 2017,2018, we had 922 employees and 133 contract961 employees compared to 1,178 employees and 92 contract977 employees as of December 31, 2016.
2017. Labor hours worked were 479,000496,000 during the three months ended March 31, 2017,2018, compared to 695,000479,000 for the three months ended March 31, 2016.2017. The overall decreaseincrease in labor hours worked for the three months ended March 31, 2017,2018, was due to an overallimproved offshore demand within our Services Division. As of April 29, 2018, we had 870 employees. The decrease in work experiencedour workforce subsequent to March 31, 2018, is primarily within our Fabrication Division due to completion of complex modules for the construction of a new petrochemical plant with no significant future Fabrication backlog forecasted in the near-term as well as the stoppage of construction of the two MPSVs within our facilities as a result of depressed oil and gas prices and the corresponding reduction in customer demand within allShipyard Division pending resolution of our operating divisions.dispute over termination with our MPSV customer. See Note 9 of the Notes to Consolidated Financial Statements related to our MPSV contract termination dispute.


Results of Operations
Three Months Ended March 31, 20172018, Compared to Three Months Ended March 31, 2016 2017 (in thousands, except for percentages):
Consolidated
Three Months Ended March 31, Increase or (Decrease)Three Months Ended March 31, Increase or (Decrease)
2017 2016 AmountPercent2018 2017 AmountPercent
Revenue$37,993
 $83,979
 $(45,986)(54.8)%$57,290
 $37,993
 $19,297
50.8%
Cost of revenue42,890
 78,278
 (35,388)(45.2)%56,611
 42,890
 13,721
32.0%
Gross profit (loss)(4,897) 5,701
 (10,598)185.9%679
 (4,897) 5,576
113.9%
Gross profit (loss) percentage(12.9)% 6.8%   1.2% (12.9)%   
General and administrative expenses3,930
 4,485
 (555)(12.4)%4,709
 3,930
 779
19.8%
Asset impairment389
 
 389
100.0%750
 389
 361
92.8%
Operating income (loss)(9,216) 1,216
 (10,432)(857.9)%(4,780) (9,216) (4,436)
Other income (expense):            
Interest expense(59) (50) (9) (469) (59) (410)(694.9)%
Interest income
 6
 (6) 
Other income, net9
 398
 (389) 
Other income (expense), net12
 9
 3
33.3%
Total other income (expense)(50) 354
 (404)(114.1)%(457) (50) (407)(814.0)%
Net income (loss) before income taxes(9,266) 1,570
 (10,836)(690.2)%
Income taxes(2,812) 581
 (3,393)(584.0)%
Net income (loss)$(6,454) $989
 $(7,443)(752.6)%
Net loss before income taxes(5,237) (9,266) (4,029)(43.5)%
Income tax expense (benefit)59
 (2,812) 2,871
102.1%
Net loss$(5,296) $(6,454) $6,900



Revenue - Our revenue for the three months ended March 31, 2018 and 2017, and 2016, was $38.0$57.3 million and $84.0$38.0 million, respectively, representing a decreasean increase of 54.8%50.8%. The decreaseincrease is primarily attributable to an overall decrease in work experienced into:

An increase of $11.2 million within our facilities as a result of depressedServices Division from additional demand for offshore oil and gas pricesservice related projects; and
An increase of $7.1 million within our Fabrication Division primarily attributable to the corresponding reduction in customer demand within allconstruction of our operating divisions. Pass-through costs asfour modules for a percentage of revenue were 29.4% and 40.0%petrochemical plant.

Gross profit (loss) - Our gross profit for the three-monthsthree months ended March 31, 2017 and 2016, respectively. Pass-through costs, as described2018, was $679,000 compared to a gross loss of $4.9 million for the three months ended March 31, 2017. The increase in Note 3 of the Notes to Consolidated Financial Statements, are included in revenue but have no impact on the gross profit recognized on a project for a particular period.

Gross profit (loss)- Our gross losswas primarily due to increased revenue within our Services Division as discussed above and decreased expenses within our Fabrication Division which included $1.9 million of depreciation expense for the three months ended March 31, 2017, was $4.9 million comparedrelated to a gross profit of $5.7our South Texas Properties with no depreciation expense during the three months ended March 31, 2018, for our South Texas Properties as these assets are classified as held for sale.

General and administrative expenses - Our general and administrative expenses were $4.7 million for the three months ended March 31, 2016. The decrease was primarily due2018, compared to decreased revenue as discussed above and tighter margins on current work partially offset by decreases in costs resulting from additional cost cutting measures implemented by management.

General and administrative expenses - Our general and administrative expenses were $3.9 million for the three months ended March 31, 2017, compared to $4.5 million for the three months ended March 31, 2016.2017. The decreaseincrease in general and administrative expenses for the three months ended March 31, 2017,2018, was primarily attributable to

Build-up of additional personnel for our newly created EPC Division;
Increased legal and advisory fees related to customer disputes, strategic planning and diversification of our business;
Increased employee incentive accruals of approximately $300,000 for all divisions related to our safety incentive program and higher employee profitability incentives within our Services Division as well as the addition of personnel as we build up our EPC Division in anticipation of the SeaOne Project; and
Higher stock compensation expense of approximately $220,000.

This was partially offset by cost cutting measuresreductions and continued cost minimization efforts implemented by management for the period.

Asset impairment - We recorded an impairment of $750,000 during the first partthree months ended March 31, 2018, related to a piece of 2016equipment at our Texas North Yard that we intend to sell at auction. This piece of equipment was not damaged by

Hurricane Harvey. The impairment was calculated as well as lower bonuses accrued during 2017 as a resultmanagement's estimated net proceeds from the sale less its net book value. See also Note 2 of a combination of a smaller workforce andthe Notes to Consolidated Financial Statements for additional information regarding our consolidated gross loss.

Asset Impairment -assets held for sale. During the three months ended March 31, 2017, we recorded an impairment of $389$389,000 related to ourthe Shipyard Division assets held for sale atsale.

Interest expense - Interest expense increased due to drawings under our Prospect Shipyard. See also Note 2 of the Notes to Consolidated Financial statements.

Other income, net - Other income decreased $389,000Credit Agreement for the three months ended March 31, 2017. The decrease was primarily due to gains on sales of assets from2018, with no such drawings under our Fabrication division recorded duringCredit Agreement for the three months ended March 31, 2016.2017, as well as increased amortization of deferred financing costs during the three months ended March 31, 2018.


Income taxestax expense (benefit) - Our effective income tax rate for the three months ended March 31, 2017,2018, was 30.3%(1.1)%, compared to an effective tax rate benefit of 37.0%30.3% for the comparable period during 2016.2017. Current expense represents state taxes within our Services Division. The decrease in the effective tax rate is the result of limitations on the deductibility of executive compensation and $210,000 ina valuation allowance against our deferred tax expense recognized during the three months ended March 31, 2017, for the tax effect of the difference between the actual tax deduction allowed upon vesting of common stock and the compensation cost recognized for financial reporting purposes resulting from the adoption of Accounting Standards Update 2016-09 as further discussed inassets. See Note 1 of the Notes to the Consolidated Financial Statements.

Operating Segments

As discussed in Note 8 of the Notes to Consolidated Financial Statements management reduced its allocation of corporate administrative costsregarding our NOLs and overhead expenses to its operating divisions during the three months ended March 31, 2017, such that a significant portion of its corporate expenses are retained in its non-operating Corporate division. In addition, it has also allocated certain personnel previously included in the operating divisions to within the Corporate division. In doing so, management believes that it has created a fourth reportable segment with each of its three operating divisions and it's Corporate division each meeting the criteria of reportable segments under GAAP. During the three months ended March 31, 2016, we allocated substantially all of our corporate administrative costs and overhead expenses to our three operating divisions. We have recast our 2016 segment data below in order to conform to the current period presentation. Ourdeferred tax assets.

Operating Segments

The results of our threefour operating divisions and Corporate divisionDivision for the three months ended March 31, 20172018 and 2016,2017, are presented below (in thousands, except for percentages).


Fabrication Three Months Ended March 31, Increase or (Decrease) Three Months Ended March 31, Increase or (Decrease)
 2017 2016 Amount Percent 2018 2017 Amount Percent
Revenue $10,209
 $23,829
 $(13,620) (57.2)% $17,270
 $10,209
 $7,061
 69.2%
Gross profit (loss) (2,966) 86
 (3,052) (3,548.8)% (219) (2,966) (2,747) (92.6)%
Gross profit (loss) percentage (29.1)% 0.4%   (29.5)% (1.3)% (29.1)%   
General and administrative expenses 821
 795
 26
 3.3% 624
 821
 (197) (24.0)%
Asset impairment 750
 
 750
 100.0%
Operating income (loss) (3,787) (709)    $(1,593) $(3,787) $(2,194) 


Revenue - Revenue from our Fabrication division decreased $13.6Division increased $7.1 million for the three months ended March 31, 2017,2018, compared to the three months ended March 31, 2016.2017. The decreaseincrease is attributable to an overall decrease in work experienced in our fabrication yards asthe construction of four modules for a result ofpetrochemical plant during the three months ended March 31, 2018, and lower revenue during the three months ended March 31, 2017, resulting from depressed oil and gas prices and the corresponding reduction in customer demand for offshore fabrication projects. As discussed above, management has classified our South Texas assets as assets held for sale in response toprojects during the underutilizationperiod. This was partially offset, by decreased revenue of our Fabrication assets.

Gross profit (loss) - Gross loss from our Fabrication division$2.4 million for the three months ended March 31, 2018, at our South Texas Properties as these were placed for sale during the first quarter of 2017 was $3.0 million comparedand project work completed or transfered to a grossour Houma Fabrication Yard during 2017.

Gross profit of $86,000(loss) - Gross loss from our Fabrication Division for the three months ended March 31, 2016.2018, was $219,000 compared to a gross loss of $3.0 million for the three months ended March 31, 2017. The decrease in gross loss was due to lowerincreased revenue as discussed above payment of termination benefits as we reduce our South Texas workforce and a reduction in depreciation expense of $1.9 million related toin depreciation expense during the three months ended March 31, 2018 for our South Texas Properties as these assets prior to their classificationare classified as assets held for sale. This was partially offset by decreases in costs resulting from additional cost cutting measures implemented by management.


General and administrative expenses - General and administrative expenses for our Fabrication division increased $26,000Division decreased $197,000 for the three months ended March 31, 2017,2018, compared to the three months ended March 31, 2016.2017. The increasedecrease is primarily due to expenses incurred to marketdecreases in workforce at our South Texas Properties, decreases in corporate allocations as a portion of these are now allocated to our EPC Division and continued cost minimization efforts implemented by management for the period.

Asset impairment - We recorded an impairment of $750,000 during the three months ended March 31, 2018, related to a piece of equipment at our Texas North Yard that we intend to sell at auction. This piece of equipment was not damaged by Hurricane Harvey. The impairment was calculated as management's estimated net proceeds from the sale less its net book value. See Note 2 of the Notes to Consolidated Financial Statements for additional information regarding our assets held for sale and payment of termination benefits as we reduce its workforce and complete those operations.sale. We did not record any asset impairments during the three months ended March 31, 2017, within our Fabrication Division.



Shipyards Three Months Ended March 31, Increase or (Decrease)
Shipyard Three Months Ended March 31, Increase or (Decrease)
 2017 2016 Amount Percent 2018 2017 Amount Percent
Revenue (1)
 $18,422
 $34,120
 $(15,698) (46.0)% $18,565
 $18,422
 $143
 0.8%
Gross profit (loss)(1)
 (1,704) 2,375
 (4,079) (171.7)% (1,023) (1,704) (681) (40.0)%
Gross profit (loss) percentage (9.2)% 7.0%   (16.2)% (5.5)% (9.2)%   
General and administrative expenses 964
 1,296
 (332) (25.6)% 796
 964
 (168) (17.4)%
Asset impairment 389
 
 389
 100.0% 
 389
 (389) (100.0)%
Operating income (loss) (1)
 (3,057) 1,079
    $(1,819) $(3,057) $(1,238) 
___________
(1)Revenue for the three months ended March 31, 2018, and 2017, includes $390,000 and 2016, includes $1.6 million and $1.2 million of non-cash amortization of deferred revenue related to the values assigned to the contracts acquired in the LEEVAC transaction, respectively.


Revenue - Revenue from our Shipyards division decreased $15.7Shipyard Division increased $143,000 for the three months ended March 31, 2018, compared to the three months ended March 31, 2017. During the first quarter of 2018, we were able to make progress on the construction of eight harbor tugs and an offshore research vessel which were not under construction during the first quarter of 2017. This was partially offset by lower revenue from construction of our two OSV and two MPSV vessel contracts during the first quarter of 2018.

During the first quarter of 2017, we completed the first of the OSVs and tendered it for delivery on February 6, 2017, and suspended construction of the second OSV due to a customer dispute. We recommenced construction of the second OSV during the fourth quarter of 2017 which is scheduled for completion during the second quarter of 2018. During the first quarter of 2018, we received a notice of purported termination from a customer within our Shipyard Division related to the construction of two MPSVs. We dispute the purported termination and disagree with the customer’s reasons for same. Pending resolution of the dispute, all work has been stopped and the vessels and associated equipment and material are in our care and custody at our shipyard in Houma, Louisiana. See Note 9 of the Notes to Consolidated Financial Statements for additional information relating to this customer dispute.

Gross profit (loss) - Gross loss from our Shipyard Division was $1.0 million for the three months ended March 31, 2017,2018, compared to the three months ended March 31, 2016, due to overall decreases in work as we complete work under our contracts

including completiona gross loss of a vessel that we assumed in the LEEVAC transaction and delivered to a customer on February 6, 2017, with less new, replacement work starting during the period as compared to the three months ended March 31, 2016. The decrease in new, replacement work is due to depressed oil and gas prices and the corresponding reduction in customer demand for shipbuilding and repair services supporting the oil and gas industry.

Gross profit (loss) - Gross loss from our Shipyards division was $1.7 million for the three months ended March 31, 2017. The decrease was due to improved cost management efforts and efficiencies learned from the construction of two OSV and two MPSV vessels during the three months ended March 31, 2017, comparedand applied to a gross profitthe construction of $2.4 millioneight harbor tugs during the three months ended March 31, 2018.

General and administrative expenses - General and administrative expenses for our Shipyard Division decreased $168,000 for the three months ended March 31, 2016. The decrease was due to:

continued cost overruns on contracts that were assigned to us in the LEEVAC transaction;
holding costs related to a completed vessel that was delivered on February 6, 2017; however, was refused by our customer alleging certain technical deficiencies (see also Note 9 of the Notes to Consolidated Financial Statements); and
overall decreases in work under other various contracts as discussed above;
partially offset by savings realized from cost cutting measures implemented by management during 2016.

General and administrative expenses - General and administrative expenses for our Shipyards division decreased $332,000 for the three months ended March 31, 2017,2018, compared to the three months ended March 31, 2016,2017, primarily due to cost cutting measures implemented by management during 2016 as well as lower bonuses accrued during 2017reductions in workforce, decreases in corporate allocations as a resultportion of a combination of a smaller workforcethese are now allocated to our EPC Division and our consolidated gross loss.decreased construction activity.


Asset Impairmentimpairment - During the three months ended March 31, 2017, we recorded an impairment of $389$389,000 related to ourthe Shipyard Division assets held for sale at our Prospect Shipyard.sale. See also Note 2 of the Notes to Consolidated Financial statements.Statements for additional information relating to our assets held for sale. We did not record any asset impairment during the three months ended March 31, 2018, in our Shipyard Division.


Services Three Months Ended March 31, Increase or (Decrease) Three Months Ended March 31, Increase or (Decrease)
 2017 2016 Amount Percent 2018 2017 Amount Percent
Revenue $10,712
 $26,559
 $(15,847) (59.7)% $21,870
 $10,712
 $11,158
 104.2%
Gross profit 33
 3,376
 (3,343) (99.0)%
Gross profit (loss) 2,614
 33
 2,581
 7,821.2%
Gross profit (loss) percentage 0.3% 12.7%   (12.4)% 12.0% 0.3%   
General and administrative expenses 666
 726
 (60) (8.3)% 734
 666
 68
 10.2%
Operating income (loss) (633) 2,650
    $1,880
 $(633) $2,513
 


Revenue - Revenue from our Services division decreased $15.8Division increased $11.2 million for the three months ended March 31, 2017,2018, compared to the three months ended March 31, 2016,2017, due to an overall decreaseincrease in work experienced as a result of depressed oil and gas prices and the corresponding reductiondue to increases in customer demand for offshore oil and gas related service projects.


Gross profit - Gross profit from our Services division decreased $3.3Division increased $2.6 million for the three months ended March 31, 2017,2018, compared to the three months ended March 31, 2016,2017, due to decreasedincreased revenue discussed above and tighter margins on new work performed during 2017.above.


General and administrative expenses - General and administrative expenses for our Services division decreased $60,000Division increased $68,000 for the three months ended March 31, 2017,2018, compared to the three months ended March 31, 2016,2017, due to lower bonuses accrued during 2017,support of increased work as well as increases in employee incentive compensation of approximately $120,000 resulting from increased operating income. This was partially offset by decreases in corporate allocations as a resultportion of a combination of a smaller workforcethese are now allocated to our EPC Division and continued cost minimization efforts implemented by management for the reduction in gross profit.period.


Corporate Three Months Ended March 31, Increase or (Decrease)
EPC Three Months Ended March 31, Increase or (Decrease)
 2017 2016 Amount Percent 2018 2017 Amount Percent
Revenue $
 $
 $
 —% 73
 $
 $73
 100.0%
Gross loss (260) (136) (124) (91.2)%
Gross profit (loss) (308) 
 (308) (100.0)%
Gross profit (loss) percentage n/a
 n/a
   
 n/a
 n/a
   
General and administrative expenses 1,479
 1,668
 (189) (11.3)% 417
 
 417
 100.0%
Operating loss (1,739) (1,804) 65
 
Operating income (loss) $(725) $
 $(725) 


Revenue - Our EPC Division did not exist at March 31, 2017. Revenue for the three months ended March 31, 2018 consists of early work and engineering studies authorized by SeaOne. See Note 8 of the Notes to Consolidated Financial Statements for further discussion of our EPC Division and the SeaOne Project.

Gross profit (loss) - Gross loss from our EPC Division occurred as we added personnel and overhead infrastructure related to the anticipated SeaOne project.

General and administrative expenses- General and administrative expenses for our EPC Division include the addition of personnel and allocations of corporate expenses as we invest in this new line of business.
Corporate Three Months Ended March 31, Increase or (Decrease)
  2018 2017 Amount Percent
Revenue $
 $
 $
 —%
Gross profit (loss) $(385) (260) 125
 48.1%
   Gross profit (loss) percentage n/a
 n/a
    
General and administrative expenses 2,138
 1,479
 659
 44.6%
Operating income (loss) $(2,523) $(1,739) $784
 

Gross profit (loss) - Gross loss from our Corporate divisionDivision increased primarily due to a restructuringlower allocation of our corporate division with additional personnel allocated to our corporate division during 2017expenses and as discussed above.well as increased insurance costs.

General and administrative expenses - General and administrative expenses for our Corporate division decreasedDivision increased primarily due to decreased bonuses as a resultincreased legal and advisory fees related to customer disputes, strategic planning and diversification of our consolidated gross loss, partially offset by additional personnel allocated to our corporate division during 2017.business, increased employee incentive accruals and higher stock compensation expense of approximately $220,000.



Liquidity and Capital Resources
Historically, we have fundedOur immediate liquidity remains dependent on our business activities through cash generatedon hand, anticipated proceeds from operations.the sales of assets, availability of future drawings from our Credit Agreement and collections of accounts receivable. At March 31, 2017,2018, we had no amounts$10 million outstanding under our credit facility, $4.6Credit Agreement, $2.5 million in outstanding letters of credit, and cash and cash equivalents totaling $34.7$6.5 million compared to $51.2$9.0 million at December 31, 2016. 2017. As of May 4, 2018, our liquidity has significantly improved due to the sale of our Texas South Yard the net proceeds of which will be used to rebuild our liquidity, to support upcoming projects, continue investing in our newly created EPC Division and for other general corporate purposes. After the sale of our Texas South Yard, our cash balance was $55.0 million, and the amount outstanding under our Credit Agreement was $10 million with remaining availability under our Credit Agreement of approximately $27.5 million for total liquidity of approximately $82.5 million.
Working capital was $182.9$137.1 million and our ratio of current assets to current liabilities was 7.564.34 to 1 at March 31, 2017,2018, compared to $78.0$130.5 million and 3.23.68 to 1, respectively, at December 31, 2016.2017. Working capital at March 31, 2017,2018, includes $110.5$98.4 million related to assets held for sale, primarily related to our South Texas facilities. Properties which decreased after the sale of our Texas South Yards to $48.5 million. At March 31, 2018, our contracts receivable balance was $27.4 million of which we have subsequently collected $14.9 million through May 4, 2018.
Our primary use of cash during the three months ended March 31, 2017,2018, is referenced in the Cash Flow Activities section below.
As discussed in our Executive Summary, we are implementing several strategies to diversify our business, increase backlog, reduce operating expenses and monetize assets. Our South Texas Properties are held for sale. A significant portion of our near-term plan is to generate liquidity from the sale of these assets.
On April 20, 2018, we closed on the sale of our Texas South Yard for a sale price of $55 million, less selling costs of $1.5 million. We received approximately $52.7 million at closing, which was due to:
Operating losses forin addition to the quarter exclusive$750,000 of non-cash depreciation, amortization, impairment and stock compensation expense of approximately $3.7 million,
Payment of year-end bonusesearnest money previously received on January 3, 2018, related to 2016,
Progress on liabilities from assumed contractsthe option to purchase the Texas South Yard. We plan to use the net proceeds to rebuild our liquidity, to support upcoming projects, continue investing in the LEEVAC transaction.While our purchase pricenewly created EPC Division and for the acquisitionother general corporate purposes. See further discussion of the LEEVAC assets during 2016 was $20.0 million, wesale of our Texas South Yard in Note 2 of the Notes to Consolidated Financial Statements. We currently believe that cash on hand coupled with proceeds received a net $3.0 million in cash from the seller forsale of our Texas South Yard and funds available under our Credit Agreement will enable the assumption of certain net liabilities and settlement payments on ongoing shipbuilding projects of $23.0 million that were assignedCompany to us in the transaction. We have significantly progressed these contracts which in turn, has resulted in utilization of themeet its working capital needs, capital expenditure requirements, any debt service obligations and settlement payments received during 2016.other funding requirements for at least the twelve months from the date of this Report.
Fewer receipts from accounts receivable, primarily $4.6 million from one customer that refused delivery of a vessel on February 6, 2017, and has not paid. We have initiated arbitration proceedings during the quarter to enforce our rights under our construction contract, and
Build-up of costs for contracts in progress related to a customer in our Shipyards division with significant milestone payments occurring in the later stages of the projects which are expected to occur beginning in the third quarter of 2017 through the first quarter of 2018.
At March 31, 2017, our contracts receivable balance was $21.1 million of which we have subsequently collected $4.1 million through April 21, 2017.
As of the date of this Report our Texas North Yard remains held for sale. The book value of the Texas North Yard is $46.6 million at March 31, 2017, we had2018. We will continue to incur costs associated with holding and maintaining our Texas North Yard. These costs include insurance, general maintenance of the properties in their current state, property taxes and retained employees which will be expensed as incurred.

We have a credit agreement with Whitney Bank and JPMorgan Chase Bank N.A. that provides for a $40.0$40 million revolving credit facilityCredit Agreement maturing November 29, 2018.June 9, 2019. The credit agreementCredit Agreement allows the Company to use up to the full amount of the available borrowing base for letters of credit and for general corporate purposes. Our obligationsWe believe that our Credit Agreement will provide us with additional working capital flexibility to expand operations as backlog improves, respond to market opportunities and support our ongoing operations. Interest on drawings under the Credit Agreement may be designated, at our option, as either Base Rate (as defined in the credit agreement are secured by substantially allfacility) or LIBOR plus 2% per annum. Our outstanding balance of our assets (other than real estate). Commitment$10 million at March 31, 2018, is designated as a LIBOR rate loan. Unused commitment fees on the undrawn amountsportion of the Credit Agreement are 0.5%0.4% per annum, and letter of credit fees, subject to certain limited exceptions, are 2.0% per annuminterest on undrawn stated amounts under letters of credit issued by the lenders. Amounts borrowedlender is 2% per annum. At March 31, 2018, the interest rate on our outstanding borrowings was 3.75% per annum. The Credit Agreement is secured by substantially all of our assets (other than the South Texas Properties).

At March 31, 2018, $10 million was outstanding under the Credit Agreement and, we had letters of credit agreement bear interest, at our option, at eitherof $2.5 million outstanding leaving availability of $27.5 million. Subsequent to March 31, 2018, we re-issued a letter of credit for $3 million related to outstanding contractual obligations which we expect to remain outstanding until July of 2018.

We must comply with the prime lending rate established by JPMorgan Chase Bank, N.A. or LIBOR plus 2.0 percent. Ourfollowing financial covenants at March 31, 2017, are as follows:each quarter during the term of the Credit Agreement:


(i)i.minimumRatio of current assets to current liabilities of not less than 1.25:1.00;

ii.Minimum tangible net worth requirement of not less than 255.0 million plusat least the sum of:
a)50% of net income earned in each quarter beginning December 31, 2016, and$185 million, plus

b)100%An amount equal to 50% of proceeds fromconsolidated net income for each fiscal quarter ending after June 30, 2017, including 50% of any issuancegain attributable to the sale of common stock;our South Texas Properties (with no deduction for a net loss in any such fiscal quarter), plus
c)less100% of the amountproceeds of any impairment on certain assets owned by Gulf Marine Fabricators, L.P. (our South Texas assets held for sale) up to $30.0 million;issuance of any stock or other equity after deducting of any fees, commissions, expenses and other costs incurred in such offering; and

(ii)iii.Ratio of funded debt to EBITDA ratiotangible net worth of not greatermore than 2.5 to 1.0; and
(iii)interest coverage ratio not less than 2.0 to 1.0.0.50:1.00.


At March 31, 2017, no amounts were outstanding under the credit facility, and we had outstanding letters of credit totaling $4.6 million, reducing the unused portion of our credit facility for additional letters of credit and borrowings to $35.4 million. As of March 31, 2017,2018, we were in compliance with all covenants.

We are currently in discussions with one of our financial institutions to enter into a new revolving line of credit with comparable availability, but with less restrictive financial covenants and reduced fees as compared to our current revolving credit facility. We expect to close on this new revolving credit facility and terminate our existing revolving credit facility in the second quarter of 2017.

covenants.

We will continue to monitor and preserve our cash. Our primary liquidity requirements for 2018 and beyond are for the costs associated with fabrication and shipyard projects, capital expenditures related to the creation of our EPC Division and payment of dividendsenhancements to our shareholders.shipyards. Future capital expenditures will be highly dependent upon the amount and timing of future projects. Capital expenditures for the quarter ended March 31, 2018, were $71,000. We do not anticipate significant capital expenditures for the remainder of 20172018.

If industry conditions for offshore oil and gas do not improve, we are unable to range between $6.0 millionsell our Texas North Yard or the sale is delayed, or we are unable to $8.0 million primarily forincrease our backlog, we would expect to take additional measures to preserve our cash flows until such time we are able to generate cash flows from operations. Since the following:

improvementsbeginning of 2016, we have implemented wage adjustments along with employee benefit and overall cost reductions within all of our divisions. We have reduced the level of our workforce in the past and we will continue to do so based on booked work in all of our facilities. We have reduced the compensation paid to our Jenningsdirectors and Lake Charles leased shipyards,
improvement to the bulkhead at our Houma facility, and
computer system upgrades.

On October 21, 2016, a customersalaries of our Shipyards division announced it was in noncompliance with certainexecutive officers, and we have reduced our capital expenditures and placed assets that are either underutilized, under-performing or not expected to provide sufficient long-term value for sale, which include our South Texas Properties.

We currently believe that cash on hand and funds available under our Credit Agreement will be sufficient to meet our working capital and capital expenditure requirements, any future debt service and other funding requirements for at least twelve months from the date of this Report. Our view regarding sufficiency of cash and liquidity is primarily based on our financial covenants included in the customer’s debt agreements. This customer also stated it had received limited waivers from its lendersforecast for 2018 and noteholders, but its debt agreements will require further negotiation and amendment. On April 19, 2017, the customer stated it had allowed the waivers to expire and remains in default of its covenants.

This same customer has rejected delivery of the vessel that we tendered for delivery on February 6, 2017, alleging certain technical deficiencies exist with respect to the vessel and is seeking recovery of all purchase price amounts previously paid by the customer under the contract. We are also building a second vessel for this customer that is scheduled for delivery during the second quarter of 2017. We disagree with our customer concerning these alleged technical deficiencies and have put the customer in default under the terms of the contracts for both vessels. As of March 31, 2017, approximately $4.6 million remained due and outstanding from our customer for the first vessel. The balance due to us upon delivery for a second vesselearly 2019, which is expected in May of this year, is approximately $4.9 million. On March 10, 2017, we gave notice for arbitration with our customer in an effort to resolve this matter. We intend to take all legal action as may be necessary to protect our rights under the contracts and recover the remaining balances owed to us.

We continue to monitor our work performed in relation to our customer’s status and its ability to pay under the terms of these contracts. Because these vessels have been completed or are substantially complete, we believe that they have significant fair value, and that we would be able to fully recover any amounts due to us.

In anticipation of the proceeds to be received fromimpacted by various assumptions regarding the sale of our South Texas assets, we have engaged inNorth Yard, our existing backlog and a strategicreasonable amount of forecast, non-contractual backlog. There is no guarantee that our financial analysis project with advisors to determine the appropriate use of proceeds from this transaction. Weforecast will be evaluating a mix of optionsattainable or that we will have sufficient cash, including tactical capital improvement projects, strategic growth investment opportunities that supportfunds available under our business plan, stock buy-backs and/or dividendsCredit Agreement, to meet planned operating expenses and working capital reinvestment.

On April 26, 2017, our Board of Directors declared a dividend of $0.01 per shareother unforeseen cash requirements. Accordingly, we may be required to further draw on our shares of common stock outstanding, payable May 25, 2017,Credit Agreement, obtain additional bank financing, sell additional assets or conduct equity or debt offerings at a time when it is not beneficial to shareholders of record on May 11, 2017.do so.

We believe our cash and cash equivalents generated by our operating activities and proceeds to be received from future assets sales will be sufficient to fund our capital expenditures and meet our working capital needs for both the near and longer term to continue our operations, satisfy our contractual operations and pay dividends to our shareholders. Additionally, we expect to close on a new revolving line of credit during the second quarter of 2017 as discussed above. We believe that the new facility will provide us with additional working capital flexibility to ramp up our operations quickly in times of rapid increasing demand, to continue to issue future letters of credit and to quickly take advantage of market opportunities.


Cash Flow Activities


For the three months ended March 31, 2017,2018, net cash used in operating activities was $15.1$14.1 million, compared to $1.6net cash used in operating activities of $15.1 million for the three months ended March 31, 2016.2017. The increaseuse of cash in cash used in operations during the period was primarily due to the following:


Operating losses for the quarterthree months ended March 31, 2018, in excess of non-cash depreciation, amortization, impairment and stock compensation expense of approximately $3.7 million,
Payment of year-end bonuses related to 2016,
Progress on liabilities from assumed contracts in the LEEVAC transaction.While our purchase price for the acquisition of the LEEVAC assets during 2016 was $20.0 million, we received a net $3.0 million in cash from the seller for the assumption of certain net liabilities and settlement payments on ongoing shipbuilding projects of $23.0 million that were assigned to us in the transaction. We have significantly progressed these contracts which in turn, has resulted in utilization of the working capital and settlement payments received during 2016.
Fewer receipts from accounts receivable, primarily $4.6 million from one customer that refused delivery of a vessel on February 6, 2017, and has not paid. We have initiated arbitration proceedings during the quarter to enforce our rights under our construction contract, and$1.5 million;

Build-up of costs for contracts in progress of $9.1 million;

Build-up of retainage on projects of $1.5 million; and

Payment of property taxes related to a customer in our Shipyards division with significant milestone payments occurring in the later stagesSouth Texas Properties of the projects which are expected to occur beginning in the third quarter of 2017 through the first quarter of 2018.$2 million.


Net cash used inprovided by investing activities for the three months ended March 31, 2017,2018, was $391,000,$2.4 million, compared to cash provided byused in investing activities of $6.2 million$391,000 for the three months ended March 31, 2016.2017. The change in cash used in/provided byin investing activities is primarily due to cashthe insurance proceeds received from the sale of three cranesfor hurricane damage to assets at our South Texas facility for $5.4 million and $1.6 million of cash acquired in the LEEVAC transaction.Properties.


Net cash used inprovided by financing activities for the three months ended March 31, 2018, and 2017, and 2016, was $9.2 million compared to $1.0 million and $291,000, respectively. The increase in cash used in financing activities, respectively. The increase in cash provided by financing activities is due to the cash payments made to taxing authorities on behalf of employees' for their vesting of common stock.$10 million in net borrowings under our Credit Agreement.




Contractual Obligations
There have been no material changes from the information included in our 2017 Annual Report on Form 10-K for the year ended December 31, 2016.Report. For more information on our contractual obligations, refer to Part II, Item 7 of our 2017 Annual Report on Form 10-K for the year ended December 31, 2016.Report.
Off-Balance Sheet Arrangements
There have been no material changes from the information included in our 2017 Annual Report on Form 10-K for the year ended December 31, 2016.Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in the Company’s market risks during the quarter ended March 31, 2017.2018. For more information on market risk, refer to Part II, Item 7A. of our Annual Report on Form 10-K for the year ended December 31, 2016.2017.
Item 4. Controls and Procedures.
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.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.Report.
There have been no changes during the fiscal quarter ended March 31, 2017,2018, in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is subject to various routine legal proceedings in the normal conduct of its business primarily involving commercial claims, workers’ compensation claims, and claims for personal injury under general maritime laws of the United States and the Jones Act. While the outcome of these lawsuits, legal proceedings and claims cannot be predicted with certainty, management believes that the outcome of any such proceedings, even if determined adversely, would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.
Item 1A. Risk Factors.
There have been no material changes from the information included in Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2016.2017.
Item 6. Exhibits.
Exhibit
Number
  Description of Exhibit
  
3.1 
3.2 
10.1 

10.2

10.3

10.4

31.1  
31.2 
32  
   
101  Attached as Exhibit 101 to this report are the following items formatted in XBRL (Extensible Business Reporting Language):
  (i)Consolidated Balance Sheets,
  (ii)Consolidated Statements of Operations,
  (iii)Consolidated Statement of Changes in Shareholders’ Equity,
  (iv)Consolidated Statements of Cash Flows, and
  (v)Notes to Consolidated Financial Statements.
Management Contract or Compensatory Plan.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this reportReport to be signed on its behalf by the undersigned thereunto duly authorized.
 
GULF ISLAND FABRICATION, INC.
 
BY:/s/ David S. Schorlemer
 David S. Schorlemer
 Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)


Date: May 2, 20174, 2018



GULF ISLAND FABRICATION, INC.
EXHIBIT INDEX

- 35 -
Exhibit
Number
Description of Exhibit
3.1Composite Articles of Incorporation of the Company incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed April 23, 2009.
3.2Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed November 4, 2016.
10.1Change of Control Agreement, dated March 1, 2017, between the Company and David S. Schorlemer, incorporated by reference to Exhibit 10.15 of the Company's Form 10-K for the year ended December 31, 2016 filed on March 2, 2017.
31.1CEO Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
31.2CFO Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
32Section 906 Certification furnished pursuant to 18 U.S.C. Section 1350.
101Attached as Exhibit 101 to this report are the following items formatted in XBRL (Extensible Business Reporting Language):
(i)Consolidated Balance Sheets,
(ii)Consolidated Statements of Operations,
(iii)Consolidated Statement of Changes in Shareholders’ Equity,
(iv)Consolidated Statements of Cash Flows and
(v)Notes to Consolidated Financial Statements.

E-1