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 June 30, 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

corpcolora01.jpg
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 280300
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 July 31, 2017,August 9, 2018, was14,851,83315,043,068.
 

GULF ISLAND FABRICATION, INC.
I N D E X
 
      Page
   
     
     
     
     
     
     
     
    
    
    
  
  
  
  
  
  
  
  


GLOSSARY OF TERMS

As used in this Report for the quarter ended June 30, 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: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.
inland or 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 positioning response to waves consisting of three vertical columns arranged in a triangular shape connected to upper and lower pontoon sections.
modules:Fabricated structures that include structural steel, piping, valves, fittings, storage vessels and other equipment that are incorporated into a petrochemical or industrial system. These modules are pre-fabricated at our facilities and then transported to the customer's location for final integration.
MPSV:Multi-Purpose Service Vessel.
NOL(s):Net operating loss(es) that are available to offset future taxable income, subject to certain limitations.
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 work 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:Historically, our Texas North Yard and Texas South Yard properties and equipment located in Aransas Pass and Ingleside, Texas, respectively. The Company sold the Texas South Yard, together with improvements and related machinery and equipment on April 20, 2018. The Texas North Yard, together with improvements and related machinery and equipment is 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 assurance related to the Company's performance of 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 consists of our fabrication yard located in Aransas Pass, Texas, along the U.S. Intracoastal Waterway approximately three miles north of the Corpus Christi Ship Channel. This property is situated on approximately 196 acres. Our Texas North Yard, together with its improvements and related machinery and equipment is held for sale.
Texas South Yard:Historically, our Texas South Yard consisted of our fabrication yard located in Ingleside, Texas 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. The Company sold this property on April 20, 2018.
this ReportThis quarterly report filed on Form 10-Q for the quarterly period ended June 30, 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)
June 30,
2017
 December 31,
2016
June 30,
2018
 December 31,
2017
(Unaudited) (Note 1)(Unaudited) (Audited)
ASSETS      
Current assets:      
Cash and cash equivalents$22,283
 $51,167
$32,004
 $8,983
Held-to-maturity, short-term investments7,481
 
Contracts receivable and retainage, net38,080
 20,169
31,928
 28,466
Contracts in progress31,643
 26,829
36,471
 28,373
Insurance receivable7,197
 
Prepaid expenses and other assets2,982
 3,222
4,357
 3,833
Inventory11,871
 11,973
5,557
 4,933
Assets held for sale107,262
 
43,797
 104,576
Total current assets214,121
 113,360
168,792
 179,164
Property, plant and equipment, net90,698
 206,222
81,819
 88,899
Other assets2,767
 2,826
6,078
 2,777
Total assets$307,586
 $322,408
$256,689
 $270,840
LIABILITIES AND SHAREHOLDERS’ EQUITY      
Current liabilities:      
Accounts payable$19,329
 $9,021
$15,965
 $18,375
Advance billings on contracts8,642
 3,977
4,165
 5,136
Deferred revenue, current5,406
 11,881
928
 4,676
Accrued contract losses3,514
 387
5,999
 7,618
Accrued expenses and other liabilities9,236
 10,032
9,062
 12,741
Income tax payable257
 50

 119
Total current liabilities46,384
 35,348
36,119
 48,665
Net deferred tax liabilities14,450
 23,234
Deferred revenue, noncurrent
 489
2,489
 769
Other liabilities698
 305
2,691
 1,913
Total liabilities61,532
 59,376
41,299
 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, 14,850,833 issued and outstanding at June 30, 2017, and 14,695,020 at December 31, 2016, respectively10,711
 10,641
Common stock, no par value, 20,000,000 shares authorized, 15,043,068 issued and outstanding at June 30, 2018, and 14,910,498 at December 31, 2017, respectively10,888
 10,823
Additional paid-in capital99,442
 98,813
101,035
 100,456
Retained earnings135,901
 153,578
103,467
 108,214
Total shareholders’ equity246,054
 263,032
215,390
 219,493
Total liabilities and shareholders’ equity$307,586
 $322,408
$256,689
 $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 
 June 30,
 Six Months Ended 
 June 30,
Three Months Ended 
 June 30,
 Six Months Ended 
 June 30,
2017 2016 2017 20162018 2017 2018 2017
Revenue$45,868
 $81,502
 $83,860
 $165,481
$54,014
 $45,868
 $111,304
 $83,860
Cost of revenue57,488
 67,436
 100,378
 145,714
54,713
 57,488
 111,324
 100,378
Gross profit (loss)(11,620) 14,066
 (16,518) 19,767
Gross loss(699) (11,620) (20) (16,518)
General and administrative expenses4,640
 5,062
 8,570
 9,547
5,092
 4,640
 9,801
 8,570
Asset impairment
 
 389
 
610
 
 1,360
 389
Operating income (loss)(16,260) 9,004
 (25,477) 10,220
Operating loss(6,401) (16,260) (11,181) (25,477)
Other income (expense):              
Interest expense(158) (88) (217) (138)
Interest income12
 2
 12
 8
Interest expense, net(92) (146) (238) (205)
Other income (expense), net(266) 42
 (257) 440
7,125
 (266) 6,814
 (257)
Total other income (expense)(412) (44) (462) 310
7,033
 (412) 6,576
 (462)
Net income (loss) before income taxes(16,672) 8,960
 (25,939) 10,530
632
 (16,672) (4,605) (25,939)
Income tax expense (benefit)(5,749) 3,420
 (8,561) 4,001
83
 (5,749) 142
 (8,561)
Net income (loss)$(10,923) $5,540
 $(17,378) $6,529
$549
 $(10,923) $(4,747) $(17,378)
Per share data:              
Basic and diluted earnings (loss) per share - common shareholders$(0.73) $0.37
 $(1.17) $0.44
Cash dividend declared per common share$0.01
 $0.01
 $0.02
 $0.02
Basic and diluted income (loss) per share - common shareholders$0.04
 $(0.73) $(0.32) $(1.17)
Cash dividends declared per common share$
 $0.01
 $
 $0.02
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 (loss)
 
 
 (17,378) (17,378)
 Vesting of restricted stock155,813
 (88) (796) 
 (884)
 Compensation expense - restricted stock
 158
 1,425
 
 1,583
 Dividends on common stock
 
 
 (299) (299)
 Balance at June 30, 201714,850,833
 $10,711
 $99,442
 $135,901
 $246,054
  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
 
 
 (4,747) (4,747)
 Vesting of restricted stock132,570
 (79) (708) 
 (787)
 Compensation expense - restricted stock
 144
 1,287
 
 1,431
 Balance at June 30, 201815,043,068
 $10,888
 $101,035
 $103,467
 $215,390
The accompanying notes are an integral part of these financial statements.




GULF ISLAND FABRICATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Six Months Ended 
 June 30,
Six Months Ended 
 June 30,
2017 20162018 2017
Cash flows from operating activities:      
Net income (loss)$(17,378) $6,529
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:   
Net loss$(4,747) $(17,378)
Adjustments to reconcile net loss to net cash used in operating activities:   
Bad debt expense17
 320
8
 17
Depreciation and amortization7,476
 12,878
5,360
 7,476
Amortization of deferred revenue(1,887) (2,654)(489) (1,887)
Asset impairment389
 
1,360
 389
Loss (gain) on sale of assets259
 (369)
(Gain) loss on sale of assets, net(3,599) 259
Gain on insurance recoveries, net(3,342) 
Deferred income taxes(8,784) 3,899

 (8,784)
Compensation expense - restricted stock1,583
 1,619
1,431
 1,583
Changes in operating assets and liabilities:      
Contracts receivable and retainage, net(17,927) 9,783
(6,438) (17,927)
Contracts in progress(4,814) 1,550
(8,098) (4,814)
Prepaid expenses and other assets201
 (1,396)
Inventory102
 (1,234)
Prepaid expenses, inventory, and other assets(1,693) 303
Accounts payable10,308
 (7,522)(2,410) 10,308
Advance billings on contracts4,665
 247
(971) 4,665
Deferred revenue(5,078) (8,718)(1,538) (5,078)
Deferred compensation393
 
726
 393
Accrued expenses(795) 2,769
Accrued expenses and other liabilities(436) (795)
Accrued contract losses3,127
 (5,974)(1,620) 3,127
Current income taxes and other207
 105
69
 207
Net cash (used in) provided by operating activities(27,936) 11,832
Net cash used in operating activities(26,427) (27,936)
Cash flows from investing activities:      
Capital expenditures(1,824) (3,290)(891) (1,824)
Net cash received in acquisition
 1,588
Proceeds from the sale of equipment2,120
 5,548
Purchase of held to maturity, short-term investments(7,474) 
Proceeds from the sale of property, plant and equipment56,446
 2,120
Recoveries from insurance claims2,165
 
Net cash provided by investing activities296
 3,846
50,246
 296
Cash flows from financing activities:      
Tax payments made on behalf of employees from withheld, vested shares of common stock(884) (146)(787) (884)
Payment of financing cost(61) 
(11) (61)
Payments of dividends on common stock(299) (295)
 (299)
Proceeds received from borrowings under our Credit Agreement15,000
 
Repayment of borrowings under our Credit Agreement(15,000) 
Net cash used in financing activities(1,244) (441)(798) (1,244)
Net change in cash and cash equivalents(28,884) 15,237
23,021
 (28,884)
Cash and cash equivalents at beginning of period51,167
 34,828
8,983
 51,167
Cash and cash equivalents at end of period$22,283
 $50,065
$32,004
 $22,283

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


GULF ISLAND FABRICATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 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 completed the newbuild construction of a technologically-advanced OSV that we delivered after the end of our fiscal quarter on July 31, 2018. Current projects include the construction of ten harbor tug vessels and two multi-purpose serviceoffshore marine research vessels. We were recently awarded a contract for the construction of a towing, salvage and rescue ship for the U.S. Navy with options for seven additional vessels. In 2015, 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.EPC. Our corporate headquarters is located in Houston, Texas, with fabrication facilities located in Houma, Jennings and Lake Charles, Louisiana. Our fabrication facilities in Aransas PassAs of the date of this Report, we have sold our Texas South Yard, and Ingleside,our Texas are currently being marketedNorth Yard is held 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,statements, 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 and six months ended June 30, 2017,2018, are not necessarily indicative of the results that may be expected for the year ending 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

Our primary focus continues to be maintaining liquidity and securing meaningful backlog in the near-term and generating cash flow from operations in the longer-term. Beginning in 2015 and through the date of this Report, on Form 10-Kwe have implemented 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 and reducing the cash 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 sold our Texas South Yard for $55.0 million, less selling costs of $1.5 million. We received approximately $52.7 million at closing, which was in addition to the $0.8 million of previously received earnest money. See further discussion of the sale of our Texas South Yard in Note 2. The net proceeds received rebuilt our liquidity, provided support for upcoming projects, our continued investment in our EPC Division and for other general corporate purposes. We continue to market our Texas North Yard and hope to have a negotiated contract for the year endedsale of our Texas North Yard in the near future.

We believe that our cash and cash equivalents on hand and held-to-maturity, short-term investments 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.


Cash and cash equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Held-to-maturity, short-term investments

Held-to-maturity, short-term investments include U.S. Treasuries and other investment-grade commercial paper with maturities of six months or less. We intend to hold these investments until maturity and have stated them at amortized cost. Due to their near-term maturities, amortized cost approximates fair value. All of our held-to-maturity, short-term investments are traded on active markets with quoted prices and represent level 1 fair value measurements. See Note 5 related to our fair value measurements.

Income Taxes

As of December 31, 2016.2017, we had gross, federal net operating losses that are eligible for carryforward to offset future taxable income of $62.8 million, of which $4.0 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 June 30, 2018 and December 31, 2017, we had a valuation allowance of $1.4 million and $0.4 million, 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 andor six months ended June 30, 2016, to conform to current period presentation:

We reclassified $146,000 from operating activities to financing activities in the Company’s consolidated statement of cash flows for the six months ended June 30, 2016, related to tax payments2018, and we have not made by the Company to satisfy employee 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 and six months ended June 30, 2016, to conform to current period presentation as discussed in Note 8. These reclassifications had no impact to our consolidated financial statements.provisional tax amounts we recorded under Staff Accounting Bulletin 118 at December 31, 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 policiesincurred and 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.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 have an impact onthe 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 that revenue recognition 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 position, resultsstatements and no cumulative adjustment was required. See Note 3 for further discussion regarding the adoption of operations and related disclosures.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 and six months ended June 30, 2017, we recorded tax expense of $4,000 and $214,000, respectively (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 employee 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 $884,000 within financing activities within our consolidated statement of cash flows for the six months ended June 30, 2017, as a result of adoption of this ASU. We have adopted these provisions retrospectively and reclassified $146,000 from cash used in operating activities to cash used in financing activities for the six months ended June 30, 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,April 20, 2018, we closed the sale of our Board of Directors approved management's recommendation to place our South Texas facilities located in Aransas Pass and Ingleside, Texas, up for sale. Our Texas South Yard for a sale price of $55.0 million, less selling costs of $1.5 million. We received approximately $52.7 million at closing which was in Ingleside, Texas, is located on the northwest corner of the 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 accessaddition to the Gulf$0.8 million of Mexico. previously received earnest money. The net proceeds received rebuilt our liquidity, which provided support for projects, our ontinued investment in our EPC Division and for other general corporate purposes. We recognized a gain of approximately $3.9 million from the sale during the second quarter of 2018; however, we do not anticipate any material cash tax liability given our NOLs.

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 representrepresents excess capacity within our Fabrication division.Division. We continue to market our Texas North Yard with interested parties and hope to have a negotiated contract for the sale of our Texas North Yard in the near future.

We do not expect the sale of these assets to impact in any respect our ability to operate our Fabrication Division. The sale of our South Texas Properties does not qualify for discontinued operations presentation as we continue to operate our Fabrication Division at other facilities.

Hurricane Harvey Insurance Recoveries:

On August 25, 2017, buildings and equipment located at our South Texas Properties were damaged by Hurricane Harvey which made landfall as a Category 4 hurricane. On June 28, 2018, we agreed to a global settlement with our insurance carriers in the amount of $15.4 million. As of June 30, 2018, we had received payments totaling $8.2 million and the remaining $7.2 million has been recorded as an insurance receivable on our Consolidated Balance Sheet as of June 30, 2018, which represents a non-cash change within our Consolidated Statement of Cash Flows related to our insurance receivable. As of the date of this Report, we have received payment for the full settlement amount.

In applying the settlement, we allocated the claim amounts less agreed upon deductibles to the respective groups of assets and reimbursement of costs incurred included in our settlement agreement as follows:

Clean-up and repair related costs of $1.6 million, less deductibles applied of approximately $0.3 million that we have incurred since August 25, 2017, through June 30, 2018.
A gain on insurance recoveries of $3.6 million included within other income (expense) on our Consolidated Statement of Operations that was recorded during the second quarter of 2018 primarily related to two buildings that were declared a total loss and five damaged cranes that were sold during the second quarter of 2018.
Insurance recoveries of $8.9 million which offset impairments of damaged assets at our Texas North Yard. Because we do not intend to repair the remaining buildings, improvements and related equipment, we recorded an impairment of $8.9 million, $5.1 million of which was recorded during the three months ended March 31, 2018. Our impairment was based upon our best estimate of the decline in the fair value of the property and related equipment. The insurance recovery fully offset this amount.

During the second quarter of 2018, we recorded an impairment of $0.6 million primarily related to a piece of equipment that we sold during July 2018. During the three months ended March 31, 2018, we recorded an impairment of $0.8 million related to a piece of equipment at our Texas North Yard that we intend to sell at auction. The impairments were calculated as their net book values less management's estimated net proceeds from the sales.

Shipyard Division Assets:

Our Shipyard Division assets held for sale at June 30, 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 $0.4 million related to those assets based upon their estimated sale price. During the second quarter of 2017, we sold two drydocks for proceeds of $2.0 million and recorded a loss on sale of $0.3 million. During the fourth quarter of 2017, we recorded an additional impairment of $0.6 million in connection with our termination of the former Prospect Shipyard lease. Our

net book value of property, plant and equipment for these assets was $104.8$1.9 million at June 30, 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 the fair value less cost to sell based upon appraisals obtained which did not result in impairment.

We continue to wind down all fabrication activities at these locations and have re-allocated 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 expect to incur costs associated with maintaining the facility that will not be recoverable until such time as we are able to consummate one or more sales of these assets. These costs include insurance, general maintenance of the properties 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.2018. Our South Texasshipyard assets held for sale do not qualify for discontinued operations presentation.

Prospect Shipyard Assets:

We lease a 35-acre complex 26 miles from the Gulf of Mexico in Houma, Louisiana. We have entered into an agreement to terminate the lease no later than December 31, 2017, with the owner of the property (currently a senior vice president within the Company) to facilitate an orderly disposal of assets at the facility. Our remaining lease payments are not material. 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 and equipment for these assets was $2.5 million at June 30, 2017. We measure and record assets held for sale at the lower of their carrying amount or fair value less cost to sell. We recorded an impairment of $389,000 during the three months ended June 30, 2017. Additionally, we sold two drydocks from our Prospect Shipyard for proceeds of $2.0 million and recorded a loss on sale of $259,000 during the three months ended June 30, 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. Our Prospect Shipyard 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 June 30, 2017, at2018, including our South Texas facilitiesNorth Yard 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 equipment93,557
 2,719
 96,276
 
Furniture and fixtures867
 82
 949
 
Vehicles729
 
 729
 
Other252
 
 252
 
Less: accumulated depreciation(113,720) (298) (114,018) 
Total assets held for sale$104,759
 $2,503
 $107,262
 


      
Assets Texas North Yard Shipyard Division Assets Consolidated
Land $2,157
 $
 $2,157
Buildings and improvements 28,368
 
 28,368
Machinery and equipment 55,170
 2,187
 57,357
Less: accumulated depreciation (43,787) (298) (44,085)
Total assets held for sale $41,908
 $1,889
 $43,797

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 that are included in the direct costs of revenue associated with projects. Consequently, pass-throughservices. Pass-through costs are included in revenue but haveand direct costs of revenue with 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 percentageare incurred at the contracted rates and when collection is reasonably assured. 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 for each period presented were as follows:
 Three Months Ended June 30, Six Months Ended June 30,
 2017 2016 2017 2016
Pass-through costs as a percentage of revenues53.1% 35.1% 41.9% 37.6%
        


Contracts in progressthe amount it has the right to invoice (as the work is performed and costs are incurred at June 30, 2017, were $31.6 million with $28.1 million relating to two major customers. Advance billings on contracts at June 30, 2017, was $8.6 million and included advances of $7.8 million from three major customers. Accrued contract losses were $3.5 million and $387,000 as of June 30, 2017 and December 31, 2016 , respectively. Our accrued contract losses as of June 30, 2017, are a result of changes in estimates totaling $10.2 million identified during the three months ended June 30, 2017, due to cost overruns and re-work related to two vessels we are constructing for a major customer in our Shipyards division.contracted rates).
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 and six months ended June 30, 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 liquidated damages on projects which have been approved as to scope but not price. Duringin our Shipyard Division during the fourth quarter of 2017.

Adoption of Topic 606

As discussed in Note 1, we adopted Topic 606 on January 1, 2018. The reported results for the three and six months ended June 30, 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 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.


Our adoption of Topic 606 for the three and six months ended June 30, 2018, was immaterial and is not expected to have a significant 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 and six months ended June 30, 2018 and 2017 (in thousands):
  Three Months Ended June 30, 2018
  Fabrication
Shipyard
Services
EPC
Eliminations
Total
Contract Type           
Lump sum and fixed-price construction (1)
$8,590
 $21,260
 $11,718
 $
 $(1,283) $40,285
Service contract revenue (2)

 2,360
 10,487
 
 
 12,847
Other (3)

 
 
 882
 
 882
Total $8,590
 $23,620
 $22,205
 $882
 $(1,283) $54,014
             
  Three Months Ended June 30, 2017
  Fabrication
Shipyard
Services
EPC
Eliminations
Total
Contract Type           
Lump sum and fixed-price construction (1)
$13,990
 $17,021
 $9,103
 $
 $(1,821) $38,293
Service contract revenue (2)

 1,282
 6,293
 
 
 7,575
Other (3)

 
 
 
 
 
Total $13,990
 $18,303
 $15,396
 $
 $(1,821) $45,868
             
  Six Months Ended June 30, 2018
  Fabrication
Shipyard
Services
EPC
Eliminations
Total
Contract Type           
Lump sum and fixed-price construction (1)
$25,860
 $38,481
 $23,004
 $
 $(1,771) $85,574
Service contract revenue (2)

 3,704
 21,071
 
 
 24,775
Other (3)

 
 
 955
 
 955
Total $25,860
 $42,185
 $44,075
 $955
 $(1,771) $111,304
             




  Six Months Ended June 30, 2017
  Fabrication
Shipyard
Services
EPC
Eliminations
Total
Contract Type           
Lump sum and fixed-price construction (1)
$24,199
 $33,727
 $14,822
 $
 $(3,170) $69,578
Service contract revenue (2)

 2,997
 11,285
 
 
 14,282
Other (3)

 
 
 
 
 
Total $24,199
 $36,724
 $26,107
 $
 $(3,170) $83,860
             
____________
(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 contracts yet to be completed as of June 30, 2018 (in thousands).
By SegmentPerformance Obligations as of June 30, 2018
Fabrication$1,871
Shipyard (1)
295,506
Services7,607
EPC1,618
Intersegment eliminations(193)
Total$306,409
  
_____________
(1) Amount excludes approximately $30.2 million in the aggregate of remaining performance obligations under dispute pursuant to a termination notice from a customer relating to contracts to build MPSVs.

We expect to recognize our remaining performance obligations in revenue in the following periods:
Year $'s
Remainder of 2018 $86,378
2019 140,831
2020 69,890
2021 8,645
2022 665
Total $306,409
   

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 of work 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 June 30, 2018, totaled $36.5 million with $31.1 million relating to three major customers. Advance billings on contracts at June 30, 2018, was $4.2 million and included advances of $3.5 million from five major customers. Accrued contract losses were $6.0 million and $7.6 million as of June 30, 2018, and December 31, 2017, respectively.

NOTE 4 – CONTRACTS RECEIVABLE AND RETAINAGE
Our customers includeinclude: (1) major and large independent oil and gas companies, (2) petrochemical and industrial facilities, (3) marine companies and their contractors.contractors and (4) agencies of the U.S. Government. Of our contracts receivable balance at June 30, 2017, $18.02018, $12.3 million, or 47.4%38.4%, was with two customers.one customer. The significant projects for these two customersthis one customer consist of:of offshore services related to repair, installation and hook-up work within our Services Division.
one large petroleum supply vessel for a customer in 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 modules associated with a U.S. ethane cracker project.
As of June 30, 2017,2018, we included an allowance for bad debt of $1.3$0.9 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 - inputs are based upon quoted prices for identical instruments traded in active markets.markets;
Level 2 - inputs are based upon quoted prices for similar instruments in active markets and model-based valuation techniques for which all significant assumptions are observable in the market.market; and
Level 3 - 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, held-to-maturity, short-term investments, 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 facilitiesNorth Yard and a drydock within our Prospect Shipyard Division as assets held for sale at June 30, 2017. We compared2018. See Note 2 for further disclosure relating to our assets held for sale.

On June 28, 2018, we agreed to a global settlement with our insurance carriers in the net bookamount of $15.4 million. In applying the settlement amounts, we allocated the claim amounts less agreed upon deductibles included in our settlement agreement to the respective groups of assets and reimbursement of costs incurred related to our storm preparation and clean-up. During the first quarter of 2018, management determined its intention was to sell the remaining Texas North Yard and related equipment and not to expend any of the insurance funds for repairs. As of June 30, 2018, we reviewed the remaining buildings and equipment at the Texas North Yard, and we impaired our Texas North Yard in total by $8.9 million, $5.1 million of which was previously recorded during the three months ended March 31, 2018, based upon our best estimate of the decline in the fair value of the asset groups to estimatesproperty and related equipment. We recorded a corresponding insurance recovery fully offsetting this amount. See further discussion of fair value less cost to sell andthe application of our Hurricane Harvey insurance recoveries in Note 2.

During the second quarter of 2018, we recorded an impairment of $389,000 for$0.6 million related to a piece of equipment that we sold during the third quarter of 2018. During the three months ended March 31, 2018, we recorded an impairment of $0.8 million related to a piece of equipment at our Texas North Yard that we intend to sell at auction. The impairments were calculated as management's estimated net proceeds from the sales less their net book values. During the six months ended June 30, 2017, we recorded an impairment of $0.4 related to the Shipyard Division assets held for sale at our Prospect shipyard. See Note 2. We had no assetssale. Our impairments represent level 3 fair value measurements.

held for sale at December 31, 2016. We have determined that the fair values of these assets fall within Level 3 of the fair value hierarchy.


NOTE 6 – EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY
Earnings per Share:
The following table sets forth the computation of basic and diluted earningsloss per share (in thousands, except per share data):
 Three Months Ended June 30, Six Months Ended June 30,
 2017 2016 2017 2016
Basic and diluted:       
Numerator:       
Net income (loss)$(10,923) $5,540
 $(17,378) $6,529
Less: Distributed and undistributed income (unvested restricted stock)(53) 60
 (87) 68
Net income attributable to common shareholders$(10,870) $5,480
 $(17,291) $6,461
Denominator:       
Weighted-average shares (1)
14,851
 14,631
 14,805
 14,616
Basic and diluted earnings (loss) per share - common shareholders$(0.73) $0.37
 $(1.17) $0.44

 Three Months Ended June 30, Six Months Ended June 30,
 2018 2017 2018 2017
Basic and diluted:       
Numerator:       
Net income (loss)$549
 $(10,923) $(4,747) $(17,378)
Less: Distributed and undistributed loss (unvested restricted stock)
 (53) 
 (87)
Net income (loss) attributable to common shareholders$549
 $(10,870) $(4,747) $(17,291)
Denominator:       
Weighted-average shares (1)
15,043
 14,851
 15,004
 14,805
Basic and diluted income (loss per share - common shareholders$0.04
 $(0.73) $(0.32) $(1.17)
______________
(1) We have no dilutive securities.


NOTE 7 – LINE OF CREDIT
On June 9, 2017, we entered intoWe have a $40.0 million credit agreement with Whitney Bank, as lender (the “New Credit Facility”). The New Credit Facility maturesAgreement maturing June 9, 2019, and may be used2019. The Credit Agreement allows the Company to use up to the full amount of the available borrowing base for issuing letters of credit and/orand general corporate andpurposes. We believe that our Credit Agreement, will provide us with additional working capital purposes.flexibility to expand operations as backlog improves, respond to market opportunities and support our ongoing operations. Interest on drawings under the New Credit FacilityAgreement may be designated, at our option, as either Base Rate (as defined in the New Credit Facility)Agreement) or LIBOR plus 2.0%2% per annum. Unused commitment fees on the undrawn portion of the facilityCredit Agreement are 0.4% per annum, and the letter of credit feeinterest on undrawn stated amounts under letters of credit issued by the lenders are 0.4%lender is 2% per annum and 2.0% per annum, respectively.annum. The New Credit FacilityAgreement is secured by substantially all of our assets (other than the remaining assets of Gulf Marine Fabricators, L.P., which are currently held for sale)sale at our South Texas Properties).


At June 30, 2018, we had no amount outstanding under our Credit Agreement, and we had outstanding letters of credit of $5.5 million leaving availability of $34.5 million.

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


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

ii.minimumMinimum tangible net worth requirement of at least the sum of:
a)$230.0185.0 million, plus
b)anAn amount equal to 50% of consolidated net income for each fiscal quarter ending after June 30, 2017, including 50% of any gain attributable to the sale of all or substantially all of our South Texas Properties (with no deduction for a net loss in any such fiscal quarter except for any gain or loss in connection with the sale of assets by Gulf Marine Fabricators, L.P.)quarter), plus
c)100% of all netthe proceeds of any issuance of any stock or other equity after deducting of any fees, commissions, expenses and other costs incurred in such offering; and

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


Concurrent with our execution of the New Credit Facility, we terminated our prior credit facility with JPMorgan Chase Bank, N.A. At the time of the termination, there was approximately $4.6 million of letters of credit outstanding, all of which was temporarily cash collateralized by us.

At June 30, 2017, no amounts were outstanding under the New Credit Facility. Subsequent to June 30, 2017, we were able to reissue new letters of credit under the New Credit Facility for the same amount which have been accepted by the beneficiaries and the corresponding amount of cash collateral has been released. As of June 30, 2017,2018, we were in compliance with all of our financial covenants.




NOTE 8 - SEGMENT DISCLOSURES


We have structured our operations with threefour operating divisions, and aone corporate non-operating division. During the three months ended June 30, 2017, management reduced its allocation of corporate administrative costsWe believe that our operating divisions and overhead expenses from itsour corporate non-operating division each represent a reportable segment under GAAP. Our EPC Division was created in December 2017 to its operating divisions in order to individually evaluate corporate administrative costsmanage expected work we will perform for the SeaOne Project and overhead within our Corporate division as well as to not overly burden our operating divisions with costsother projects that do not directly relate to their operations. Accordingly, a significant portionmay require EPC project management services. As part of our corporate administrative costs and overhead expenses are retained withinefforts to strategically reposition the results ofCompany (see Note 1), we may change how we manage the business which could result in a change in our corporate division. In addition, we have also allocated certain personnel previously includedreporting segments 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 divisions and its Corporate division each meeting the criteria of reportable segments under GAAP.future periods. Our operating divisions and Corporatecorporate non-operating division at June 30, 2018 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 divisionDivision 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 Island during 2015)United States) 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 held 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 drydocks 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 operations 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 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 initial construction efforts 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 and six months ended June 30, 20172018, and 2016,2017, is as follows (in thousands):

Three Months Ended June 30, 2017Three Months Ended June 30, 2018
Fabrication
Shipyards (1)
ServicesCorporateEliminationsConsolidatedFabricationShipyardServicesEPCCorporateEliminationsConsolidated
Revenue$13,990
$18,303
$15,396
$
$(1,821)$45,868
$8,590
$23,620
$22,205
$882
$
$(1,283)$54,014
Gross profit (loss)1,931
(13,851)390
(90)
(11,620)(1,667)(2,776)3,585
543
(384)
(699)
Operating income (loss)1,098
(14,834)(257)(2,267)
(16,260)(3,227)(3,374)2,823
58
(2,681)
(6,401)
Total assets(1)201,284
57,905
98,367
259,175
(309,145)307,586
101,498
88,305
35,197
888
30,801

256,689
Depreciation and amortization expense1,152
994
421
209

2,776
1,047
1,051
383

130

2,611
Capital expenditures746
546
106
35

1,433

653
98

69

820
  
Three Months Ended June 30, 2016Three Months Ended June 30, 2017
Fabrication
Shipyards (1)
ServicesCorporateEliminationsConsolidatedFabricationShipyardServicesEPCCorporateEliminationsConsolidated
Revenue$24,296
$29,373
$28,692
$
$(859)$81,502
$13,990
$18,303
$15,396

$
$(1,821)$45,868
Gross profit (loss)3,877
5,423
4,864
(98)
14,066
1,931
(13,851)390

(90)
(11,620)
Operating income (loss)2,747
3,963
4,064
(1,770)
9,004
1,098
(14,834)(257)
(2,267)
(16,260)
Total assets(1)290,910
81,874
100,197
334,946
(465,896)342,031
164,211
98,393
30,592

14,390

307,586
Depreciation and amortization expense4,589
1,161
456
105

6,311
1,152
995
422

207

2,776
Capital expenditures1,201
181
505
679

2,566
746
546
106

35

1,433
    

 Six Months Ended June 30, 2018
 FabricationShipyardServicesEPCCorporateEliminationsConsolidated
Revenue$25,860
$42,185
$44,075
$955
$
$(1,771)$111,304
Gross profit (loss)(1,886)(3,799)6,199
235
(769)
(20)
Operating income (loss)(4,821)(5,192)4,703
(667)(5,204)
(11,181)
Total assets (1)
101,498
88,305
35,197
888
30,801

256,689
Depreciation and amortization expense2,196
2,120
776

268

5,360
Capital expenditures
659
163

69

891
Six months ended June 30, 2017Six Months Ended June 30, 2017
Fabrication
Shipyards (1)
ServicesCorporateEliminationsConsolidatedFabricationShipyardServicesEPCCorporateEliminationsConsolidated
Revenue$24,199
$36,724
$26,107
$
$(3,170)$83,860
$24,199
$36,724
$26,107
$
$
$(3,170)$83,860
Gross profit (loss)(1,034)(15,556)423
(351)
(16,518)(1,034)(15,556)423

(351)
(16,518)
Operating income (loss)(2,688)(17,892)(890)(4,007)
(25,477)
Operating loss(2,688)(17,892)(890)
(4,007)
(25,477)
Total assets(1)201,284
57,905
98,367
259,175
(309,145)307,586
164,211
98,393
30,592

14,390

307,586
Depreciation and amortization expense4,287
2,004
854
331

7,476
4,287
2,004
854

331

7,476
Capital expenditures848
818
106
52

1,824
848
818
106

52

1,824
 
_______________
 Six months ended June 30, 2016
 Fabrication
Shipyards (1)
ServicesCorporateEliminationsConsolidated
Revenue$48,125
$63,493
$55,251
$
$(1,388)$165,481
Gross profit (loss)3,964
7,797
8,240
(234)
19,767
Operating income (loss)2,028
5,047
6,721
(3,576)
10,220
Total assets290,910
81,874
100,197
334,946
(465,896)342,031
Depreciation and amortization expense9,444
2,327
898
209

12,878
Capital expenditures1,311
216
1,047
716

3,290
       
1) Intercompany balances have been excluded.
____________
(1)Revenue includes non-cash amortization of deferred revenue related to the values assigned to contracts acquired in the LEEVAC transaction of $335,000 and $1.5 million for the three months ended June 30, 2017 and 2016 and $1.9 million and $2.7 million for the six months ended June 30, 2017 and 2016, respectively.


NOTE 9 – COMMITMENTS AND CONTINGENCIES


During the third and fourth quarters of 2015, we recorded contract losses of $24.5 million relatedThe Company is subject to a decreasevarious routine legal proceedings in the contract price due to final weight re-measurementsnormal conduct of its business, primarily involving commercial claims, workers’ compensation claims, 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 amounts with respect to these disputed change orders are included on our consolidated balance sheet or recognized in revenue in our consolidated statement of operations as of andclaims for the three and six months ended June 30, 2017 and 2016. In the second quarter of 2016, we initiated legal action to recover our costs from these disputed change orders. We can give no assurance that our actions will be successful or that we will recover all or any portion of these contract losses from our 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 and stated that, while it had received limited waivers from its lenders, its debt agreements would require further negotiation and amendment. This same customer rejected delivery of the first vessel that we completed and 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 customerpersonal injury under the contract. On March 10, 2017, we gave notice for arbitration with our customer in an effort to resolve this matter. We are also building a second vessel for this customer which has been suspended and included in our arbitration proceedings. 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. On May 17, 2017, the customer filed for protection under Chapter 11general maritime laws of the United States Bankruptcy Codeand 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.

MPSV Termination Letter

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 reorganization under a negotiated, pre-packaged plan.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 petitionednotified our Surety of its intent to require completion of the Bankruptcy Court to accept our contracts forvessel under the two vessels we are constructing for them. As of June 30, 2017, approximately $4.6 million remained dueSurety's bond. We have notified and outstanding from our customer for the first vessel. The balance due to us for the second vessel upon completion and delivery is approximately $4.9 million.

We are working with legal counsel to protect our contractual claims during the restructuring and intend to re-initiate our rights for arbitration in accordancemet with our contract uponSurety regarding our disagreement with our customer's emergence from Chapter 11 reorganization. We intendclaims. Discussion with the Surety are ongoing. The Company will continue to take all legal action as may be necessary to protect ourenforce its rights under the contractsagreements and recoverdefend any claims asserted against the remaining balances owedCompany by its customer. Management is unable to us.

estimate the probability of a favorable or unfavorable outcome as well as an estimate of potential loss, if any, at this time. 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 andcannot guarantee that we would be able to fully recover any remaining amounts due to us in the eventwill not incur additional costs as we enforcenegotiate with this customer. At June 30, 2018, our security interest over these projects.net balance sheet exposure was $12.4 million.


NOTE 10 – SUBSEQUENT EVENTS


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 which was subsequently protested by one of the unsuccessful bidders. On July 27, 2017, our Board16, 2018, we were notified that the award was upheld by the U.S. Government Accountability Office and thus given a notification to proceed. We were recently notified that this unsuccessful bidder has filed a subsequent protest with the Department of Directors declaredJustice. We have been granted a dividendpartial stay which allows us to proceed with design development, planning, scheduling and material ordering leading up to the start of $0.01 per share on our sharesconstruction. Actual construction of common stock outstanding, payable August 24, 2017,the vessel cannot begin until a final ruling is issued by the Department of Justice. We are in process of working with the U.S. Navy to shareholders of record on August 10, 2017.re-establish a timeline under this contract.









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 section 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, advancement on the SeaOne Project, ability to resolve dispute with a customer relating to the purported termination of 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 fabricating complex modules for the construction of a new petrochemical plant and two multi-purpose service vessels. We recently 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"), one of the deepest production jackets in the GOM and the first SPAR fabricated in the United States. Our customers include U.S. and, to a lesser extent, international energy producers, petrochemical, industrial, power and marine operators.operators and agencies of the United States Government. We operate and manage our business through four operating divisions: Fabrication, Shipyard, Services and EPC. Our corporate headquarters is located in Houston, Texas, with fabrication facilities located in Houma, Jennings and Lake Charles, Louisiana. As of the date of this Report, we have sold our Texas South Yard, and our Texas North Yard is held for sale.


OurBeginning 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 environment continuesand diversify our customers within our Shipyard Division. Additionally, we initiated efforts to be challengedrebuild liquidity, preserve cash and lower costs including reducing our workforce and, reducing the cash compensation paid to our directors and the salaries of our executive officers as lowwell as developing a plan to sell certain underutilized assets.

Sales of Assets

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

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 $0.8 million of previously received earnest money. The net proceeds received rebuilt our liquidity, provided support for upcoming projects, continued investment in our 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 recognized a gain on sale during the second quarter of 2018 related to this transaction of approximately $3.9 million. Completing the sale of the Texas South Yard was an important liquidity generating event and will facilitate the Company’s continued strategic repositioning from offshore oil and gas prices remain. While current oil pricesmarkets to a more diversified customer base. We continue to market our Texas North Yard and hope to have remained fairly stable,a negotiated contract for the sale of our customersTexas North Yard in the near future.

During the second quarter of 2018, we recorded an impairment of $0.6 million primarily related to a piece of equipment that we sold in July 2018. During the three months ended March 31, 2018, we recorded an impairment of $0.8 million related to a piece of equipment at our Texas North Yard that we intend to sell at auction. The impairments were calculated as management's estimated net proceeds from the sales less their net book values.

Hurricane Harvey and Insurance Recoveries

On August 25, 2017, buildings and equipment located at our South Texas Properties were damaged by Hurricane Harvey, which made landfall as a Category 4 hurricane. On June 28, 2018, we agreed to a global oilsettlement with our insurance carriers in the amount of $15.4 million. As of June 30, 2018, we had received payments totaling $8.2 million and gas industry continuethe remaining $7.2 million has been recorded as an insurance receivable on our Consolidated Balance Sheet as of June 30, 2018, which represents a non-cash change within our Consolidated Statement of Cash Flows related to limit capital spending relativeour insurance receivable. As of the date of this Report, we have received payment for the full settlement amount.

In applying the settlement, we allocated the claim amounts less agreed upon deductibles to the already reduced spending levels from 2015respective groups of assets and 2016. This has also negatively impacted the marinereimbursement of costs incurred included in our settlement agreement as follows:

Clean-up and offshore service industriesrepair related costs of $1.6 million, less deductibles applied of approximately $0.3 million that support offshore exploration and production which has had an adverse effectwe have incurred since August 25, 2017 through June 30, 2018.
A gain on insurance recoveries of $3.6 million included within other income (expense) on our overall backlog levelsConsolidated Statement of Operations that was recorded during the second quarter of 2018 primarily related to two buildings that were declared a total loss and created challenges with respect to our ability to operate our facilitiesfive damaged cranes that were sold during the second quarter of 2018.
Insurance recoveries of $8.9 million which offset impairment of damaged assets at desired utilization levels. As a result, we have experienced significant decreases in revenue.

Oil and gas producers are not expected to increase drilling activity during 2017, andthe Texas North Yard. Because we do not anticipate any real movementintend to repair the remaining buildings, improvements and related equipment, we recorded impairment of $8.9 million, $5.1 million of which was recorded during the three months ended March 31, 2018. Our impairment was based

upon our best estimate of the decline in the near term as it relates to offshore investmentfair value of the property and related equipment. The insurance recovery fully offset this amount.

Ongoing Efforts to Increase Our Backlog, Diversify of Our Customer Base and Resolve Customer Dispute

Petrochemical work - During the second quarter of 2018, we completed the fabrication of four modules for a new petrochemical facility. We delivered these modules on time. We continue to search 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 wind turbine pedestals for the first offshore wind power project activityin 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. We completed the fabrication work in the second quarter of 2018 and have included invoiced amounts in contracts receivable on our Consolidated Balance Sheet. This project was relatively small; however, it represents our continued ability to provide structures for this emerging industry. We may also partner with other companies to take advantage of growth in this area. We have executed a teaming agreement with the EEW Group to source future U.S. offshore wind projects. There is no guarantee that we will be successful in participating in any of these future 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 which was subsequently protested by one of the unsuccessful bidders. On July 16, 2018, we were notified that the award was upheld by the U.S. Government Accountability Office and thus given a notification to proceed. We were recently notified that this unsuccessful bidder has filed a subsequent protest with the Department of Justice. We have been granted a partial stay which allows us to proceed with design development, planning, scheduling and material ordering leading up to the start of construction. Actual construction of the vessel cannot begin until a final ruling is issued by the Department of Justice. We are in process of working with the U.S. Navy to re-establish a timeline under this contract.

We signed change orders on May 1, 2018, with two different customers. Each change order was for the construction of one additional harbor tug boat for approximately $13.0 million per boat. Each customer has an additional option for one more harbor tug boat. We are now constructing a total of five harbor tug boats for each customer. If the additional options are exercised, we will build a total of 12 harbor tug boats for these two customers.

On June 11, 2018, one of our customers exercised their option for a second, newbuild construction of an additional Regional Class Research Vessel ("RCRV") for $67.6 million. The first vessel was awarded in July of 2017 which included options for two additional vessels. 

Continued growth within our Services Division - Generally, we believe demand for our Services Division will increase in 2018 beyond the contractual backlog amount in place as producers may chooseof June 30, 2018. Work associated with offshore tie-backs, upgrades and maintenance remains strong. We will continue to focuspursue opportunities within the offshore/inshore plant expansion and maintenance programs as well as targeting growth of developing fields in West Texas.

Our 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 land-based oilterms 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. We received an additional early works purchase order from SeaOne for approximately $1.2 million. We continue to work with SeaOne on finalizing initial engineering design and gas production through newly discovered shale finds.project pricing. We expect newunderstand 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 initial construction efforts 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. Discussions with the Surety are ongoing. 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 as 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. At June 30, 2018, our net balance sheet exposure was $12.4 million.

Outlook

Looking forward, our results of operations will be affected primarily by demand for our services and the overall number of projects in the nearmarket place. As discussed above, a significant portion of our historical customer base has been impacted by the continued level of exploration and development activity for oil and gas. We have implemented a number of initiatives to medium termstrategically reposition the Company to come fromattract new customers, participate in the buildup of petrochemical projectsfacilities, pursue offshore wind markets, enter the EPC industry and other non-upstream projects including government, passenger cruise vessels, transportationdiversify our customers within our Shipyard Division. The success of our initiatives to strategically reposition the Company and renewable energy.our future operations will be determined by:


Accordingly, we have increased our focus onThe level of new construction and fabrication projects outside of the upstream oil 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, lowernew markets we are pursuing including petrochemical facilities and offshore wind;

Our successful execution of an agreement with SeaOne and the ability of SeaOne to obtain financing;

Continued growth within our Shipyard and Services divisions;

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

Our ability to execute projects in accordance with our cost commodity prices. We are currently fabricating complex modules forestimates and successfully manage them through completion; and

Our ability to resolve a dispute over purported with a Shipyard customer related to 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 Shipyards divisions.two MPSVs.


We have seen improved bidding opportunities beginning incontinue to respond to the fourth quarter of 2016competitive forces within our industry and extending through the second quarter of 2017 primarily for our Fabrication and Shipyards divisions. Our Shipyards division has recently been awarded contracts for the construction of eight harbor tugs and one research vessel for Oregon State University, with the option for two more research vessels. We continue to actively compete for additional bidding opportunities andopportunities. We believe that we will be successful in obtaining new, additional backlog awards in 2017;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 into work at our facilities.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 lowlower than desired margins. RevenueAdditionally, revenue from these awards will not be realized until later in 20172018 and into 2018.beyond.


On June 9, 2017, we successfully negotiated a new $40.0 million credit agreement with Whitney Bank. The New Credit Facility matures June 9, 2019 and may be used for issuing letters of credit and/or general corporate and working capital purposes. We believe the new facility will provide us with additional working capital flexibility to expand operations as backlog improves, respond to market opportunities and support our ongoing operations. In connection with our entry into this facility, we terminated our prior $40.0 million credit facility with JPMorgan Chase Bank, N.A.


Safety

We continueoperate in an environment that exposes our employees to respond to decreases in project activity by reducing our own discretionary spending. Since the beginningrisk of 2016, we have implemented wage adjustments along with employee benefitinjury, and overall cost reductions within all our divisions. We have reduced the level of our workforce based on booked work in all of our facilities and will continue to do so, as necessary. We have reduced our capital expenditures and continue to evaluate opportunities to rationalize assets that are either underutilized, under-performing or not expected to provide sufficient long-term value which include our South Texas assets as further discussed below.

Our South Texas Assets - On February 23, 2017, our Board of Directors approved management's recommendation to market our South Texas facilities located in Aransas Pass and Ingleside, Texas, for sale. Our Texas South Yard in Ingleside, Texas, is located on the northwest corner of the 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. 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 facilities are currently underutilized and represent excess capacity within our Fabrication division. Our net book value of these assets was $104.8 million at June 30, 2017. We continue to wind down all fabrication activities at these locations and have re-allocated remaining backlog and workforce to our Houma Fabrication Yard as necessary. As a result of the decision to market our South Texas facilities for sale and the underutilization currently being experienced, we expect to incur costs associated with maintaining the facility that will not be recoverable until such time as we are ablecommitted to consummate one or more sales of these assets. Thesesafety. We believe safety is a key metric for our success. Poor safety performance increases our costs, include insurance, general maintenance of the propertyresults in its current state, property taxesconstruction delays and retained employees which will be expensed as incurred. We do not expect the sale of these assets to impactlimits our ability to servicecompete for project awards within our deepwater customers or operatemarket. Safety performance measures are incorporated into our Fabrication division.annual incentive compensation measures for our executives and senior management.

In anticipation of the proceeds to be received from the sale of our South Texas assets, we engaged advisors to assist in the development of a capital deployment plan to determine the appropriate use of proceeds from this transaction to maximize long-term shareholder value. Our capital deployment plan includes a variety of investment options including investing in our operating liquidity in order to facilitate anticipated future projects, selected capital improvements to enhance and/or expand our existing facilities, mergers and acquisitions to expand our product and service capabilities and other options to return surplus resources to shareholders either through stock buy-backs and/or special dividends. We are continuing this effort to identify and analyze specific investment opportunities we believe will enhance the long-term value of the Company that are consistent with our strategy.

Prospect Shipyard Assets - We lease a 35-acre complex 26 miles from the Gulf of Mexico near Houma, Louisiana. We have entered into an agreement to terminate the lease no later than December 31, 2017, with the owner of the property 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 and equipment for these assets was $2.5 million at June 30, 2017. We recorded an impairment of $389,000 during the first quarter related to these assets. Additionally, we sold two drydocks from our Prospect Shipyard for proceeds of $2.0 million and recorded a loss on sale of $259,000 during the three and six months ended June 30, 2017. See Note 2 of the Notes to Consolidated Financial Statements. The future anticipated costs expected to be incurred prior to the termination of this lease are not significant to our consolidated financial statements. We do not expect the sale of these assets to impact our ability to service Shipyards' customers.

Our balance sheet position at June 30, 2017, remains stable with $22.3 million in cash, no debt and working capital of $167.7 million which includes $107.3 million in assets held for sale, primarily related to our South Texas assets. We continue to monitor and maintain a conservative capital structure as we navigate through the current oil and gas industry downturn and as we further transition to new markets outside of the offshore upstream oil and gas sector.


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 secured subsequent to the balance sheet date pursuant to 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).
 June 30, 2018
 Fabrication Shipyard Services EPC Eliminations Consolidated
Future performance obligations required under fixed-price contracts under Topic 606 of ASC$1,871
 $295,506
 $7,607
 $1,618
 $(193) $306,409
Contracts signed subsequent to June 30, 2018
 
 9,788
 1,200
 
 10,988
Signed contracts under purported termination (1)

 30,157
 
 
 
 30,157
Backlog$1,871
 $325,663
 $17,394
 $2,818
 $(193) $347,553
            
___________
(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 will be able to favorably negotiate completion of the MPSVs with this customer. See Note 9 of the Notes to Consolidated Financial Statements.

Our backlog at June 30, 2017, and2018, as compared to December 31, 2016,2017, consisted of the following (in thousands, except for percentages):

 June 30, 2017 December 31, 2016 
Division$'sLabor hours $'sLabor hours 
Fabrication$42,326
426 $65,444
707 
Shipyards196,429
1,032 59,771
457 
Services13,318
196 7,757
101 
Intersegment eliminations(1,045) 
 
Total backlog (1)
$251,028
1,654 $132,972
1,265 
       
 NumberPercentage NumberPercentage 
Major customers (2)
five92.8% two80.5% 
       
Backlog is expected to be recognized in revenue during:$'sPercentage    
2017 (3)
$84,922
33.8%    
2018 (3)
107,903
43.0%    
2019 (3)
49,234
19.6%    
2020 (3)
8,969
3.6%    
 $251,028
100.0% 

  
       

June 30, 2018
December 31, 2017
Division$'sLabor hours $'sLabor hours
Fabrication$1,871
12
 $15,771
150
Shipyard325,663
1,784
 184,035
1,104
Services17,394
83
 23,181
290
EPC2,818

 

Intersegment eliminations(193)
 (370)
Total backlog$347,553
1,879
 $222,617
1,544



June 30, 2018
December 31, 2017
 NumberPercentage NumberPercentage
Major customers (1)
four77.8% four73.0%
      
Backlog is expected to be recognized in revenue during:(2)
$'sPercentage   
2018$97,366
28.0%   
2019170,987
49.2%   
202069,890
20.1%   
20218,645
2.5%   
2022665
0.2%   
Total$347,553
100.0% 
 
      
___________

(1)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.
(2)At June 30, 2017,2018, projects for our fivefour largest customers in terms of revenue backlog consisted of:
(i)two large multi-purpose service vesselsnewbuild construction of five harbor tugs for one customer in our Shipyards division, which commenced in the first quarter of 2014 and will(to be completed during the first and second quarters of 2018;in 2018 through 2020);
(ii)newbuild construction of fourfive harbor tugs for one customer within our Shipyards division;(separate from above) (to be completed in 2018 through 2020);
(iii) newbuild construction of four harbor tugs for one additional customer within our Shipyards division;
(iii)newbuild construction of two offshore marine research vessels (to be completed in 2020 and 2022); and
(iv)newbuild construction of one T-ATS vessel (to be completed in 2021). This contract was protested by one of the fabricationunsuccessful bidders. On July 16, 2018, we were notified that the award was upheld by the U.S. Government Accountability Office and thus given a notification to proceed. We were recently notified that this unsuccessful bidder has filed a subsequent protest with the Department of four modules associatedJustice. We have been granted a partial stay which allows us to proceed with a U.S. ethane cracker project within our Fabrication division;design development, planning, scheduling and material ordering leading up to the start of construction. 
(v) newbuild construction of an offshore research vessel within our Shipyards division.
(3)(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 $562.7 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 could have a material adverse effect on revenue, net income and cash flow. Additionally, as we continue tocan provide no assurance that any or all of these options will be exercised.
As we add backlog, we will begin addingadd personnel with critical project management and fabrication skills to ensure we have the resources necessary to execute our projects well and to support our project risk mitigation discipline for all new project work.projects. This may negatively impact near termnear-term results.
Workforce
As of June 30, 2017,2018, we had 983 employees and 166 contract847 employees compared to 1,178 employees and 92 contract977 employees as of December 31, 2016.
2017. Labor hours worked were 1.0 million947,000 during the six months ended June 30, 2017,2018, compared to 1.61 million for the six months ended June 30, 2016.2017. The overall decrease in our labor hours worked is primarily within our Fabrication Division due to completion of complex modules for the six months ended June 30, 2017,construction of a new petrochemical plant with no immediate replacement Fabrication backlog as well as the suspension of construction of the two MPSVs within our Shipyard Division pending resolution of our dispute over termination with our MPSV customer. This was due to an overall decrease in work experienced in our facilities as a result of depressed oil and gas prices and the corresponding reduction in customerpartially offset by improved demand within allour Services Division. See Note 9 of the Notes to Consolidated Financial Statements related to our operating divisions.MPSV contract termination dispute.



Results of Operations
Three Months Ended June 30, 2017,2018, Compared to Three Months Ended June 30, 2016 2017(in thousands, except for percentages):
Consolidated
Three Months Ended June 30, Increase or (Decrease)Three Months Ended June 30, Increase or (Decrease)
2017 2016 AmountPercent2018 2017 AmountPercent
Revenue$45,868
 $81,502
 $(35,634)(43.7)%$54,014
 $45,868
 $8,146
17.8%
Cost of revenue57,488
 67,436
 (9,948)(14.8)%54,713
 57,488
 (2,775)(4.8)%
Gross profit (loss)(11,620) 14,066
 (25,686)(182.6)%
Gross profit (loss) percentage(25.3)% 17.3%   
Gross loss(699) (11,620) 10,921
94.0%
Gross loss percentage(1.3)% (25.3)%   
General and administrative expenses4,640
 5,062
 (422)(8.3)%5,092
 4,640
 452
9.7%
Operating income (loss)(16,260) 9,004
 (25,264)(280.6)%
Asset impairment610
 
 610
100.0%
Operating loss(6,401) (16,260) 9,859
60.6%
Other income (expense):            
Interest expense(158) (88) (70) 
Interest income12
 2
 10
 
Interest expense, net(92) (146) 54
37.0%
Other income (expense), net(266) 42
 (308) 7,125
 (266) 7,391
2,778.6%
Total other income (expense)(412) (44) (368)(836.4)%7,033
 (412) 7,445
1,807.0%
Net income (loss) before income taxes(16,672) 8,960
 (25,632)(286.1)%632
 (16,672) 17,304
103.8%
Income tax expense (benefit)(5,749) 3,420
 (9,169)(268.1)%83
 (5,749) 5,832
101.4%
Net income (loss)$(10,923) $5,540
 $(16,463)(297.2)%$549
 $(10,923) $11,472
105.0%


Revenue - Our revenue for the three months ended June 30, 2018 and 2017, and 2016, was $45.9$54.0 million and $81.5$45.9 million, respectively, representing a decreasean increase of 43.7%17.8%. The decreaseincrease is primarily attributable to an overall decrease in work experienced into:

An increase of $6.8 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 $5.3 million within our Shipyard Division related to the corresponding reductionnewbuild construction of ten harbor tug vessels and an offshore marine research vessel which were not under construction during the second quarter of 2017 and $10.2 million in customer demand within all of our operating divisions. Pass-through costs as a percentage of revenue were 53.1% and 35.1% forcontract losses recorded during the three months ended June 30, 2017, and 2016, respectively. Pass-through costs, as describedwhich reduced our measurement of revenue progress under percentage of completion accounting for the second quarter of 2017. Additionally, we re-commenced newbuild construction for the second of two OSV's during the fourth quarter of 2017 which was in Note 3process in the second quarter of 2018 but was suspended during the Notes to Consolidated Financial Statements, are includedsecond quarter of 2017.

The increase in revenue but have no impact onwas partially offset by a decrease of $5.4 million of revenue within our Fabrication Division primarily attributable to the gross profit recognized on a projectcompletion of four modules for a particular period.petrochemical plant in April 2018.


Gross profit (loss)loss - Our gross loss for the three months ended June 30, 2017,2018, was $11.6$0.7 million compared to a gross profitloss of $14.1$11.6 million for the three months ended June 30, 2016.2017. The decreaseimprovement was primarily due to increased revenue within our Services Division as discussed above and a lower gross loss from our Shipyard Division related to $10.2 million ofin contract losses incurred by our Shipyards division related torecorded during the three months ended June 30, 2017, reflecting cost overruns and re-work identified on two vessel contracts assignedrelating to the construction of two MPSVs with no comparable adjustments to contract losses in the LEEVAC transaction,second quarter of 2018. Additionally, we decreased revenue as discussed above, holding costs related toexpenses within our South Texas assets of $1.2Fabrication Division.

General and administrative expenses - Our general and administrative expenses were $5.1 million and lower margins on current work. This was partially offset by decreases in costs resulting from reductions in workforce as we wrapped up and completed projects at our South Texas fabrication yards and Prospect shipyard, no depreciation being recorded for our South Texas assets and Prospect shipyard for the three months ended June 30, 2017, as these assets are classified as assets held for sale and additional cost cutting measures implemented by management.
General and administrative expenses - Our general and administrative expenses were2018, compared to $4.6 million for the three months ended June 30, 2017, compared to $5.1 million for the three months ended June 30, 2016.2017. The decreaseincrease in general and administrative expenses for the three months ended June 30, 2017,2018, was primarily attributable to:

Build-up of additional personnel for our newly created EPC Division in anticipation of the SeaOne Project;
Increased legal and advisory fees related to lower bonuses accrued during 2017 as a resultcustomer disputes, strategic planning and diversification of a combination of a smaller workforceour business; and
Increased employee incentives accruals related to our consolidated gross losssafety incentive program and higher employee profitability incentives within our Services Division.

This was partially offset by cost cutting measuresreductions and continued cost minimization efforts implemented by management duringfor the first partsecond quarter of 2016.2017.


Other income (expense),Interest expense, net - OtherInterest expense, was $266,000net decreased due to fewer letters of credit issued under our Credit Agreement for the three months ended June 30, 2018, compared to the three months ended June 30, 2017, as compared to otherwell as increased interest income of $42,000 forfrom investments in cash equivalents and held-to-maturity, short-term investments during the three months ended June 30, 2016. 2018.

Other expenseincome (expense) - Other income, net was $7.1 million for the period was primarily due to losses on the sale of two drydocks from our Shipyards division recorded during three months ended June 30, 2018, compared to other expense, net of $0.3 million for the three months ended June 30, 2017. Other income, net for the three months ended June 30, 2018 is primarily due to a gain on the sale of our Texas South Yard of $3.9 million and a gain on settlement of insurance recovery proceeds related to Hurricane Harvey of $3.6 million.


Income tax expense (benefit) - Our effective income tax rate for the three months ended June 30, 2017,2018, was 34.5%expense of 13.1%, compared to an effective tax rate benefit of 38.2%34.5% for the comparable period during 2016.2017. Current expense represents state income tax within our Services Division. The decrease in the effective tax rate is the result of limitations on the deductibility of executive compensation. These amount are included in the estimate ofa valuation allowance against our year-end effective rate.

Operating Segments

As discussed indeferred tax assets. See Note 81 of the Notes to Consolidated Financial Statements management reduced its allocationregarding our NOLs and deferred tax assets.

Operating Segments

The results of corporate administrative costs and overhead expenses to its operating divisions during the three and six months ended June 30, 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 threeour four operating divisions and its Corporate division each meeting the criteria of reportable segments under GAAP. During the three and six months ended June 30, 2016, we allocated substantially all of ournon-operating 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. Our results of our three operating divisions and Corporate division for the three months ended June 30, 20172018 and 2016,2017, are presented below (in thousands, except for percentages).


Fabrication Three Months Ended June 30, Increase or (Decrease) Three Months Ended June 30, Increase or (Decrease)
 2017 2016 Amount Percent 2018 2017 Amount Percent
Revenue $13,990
 $24,296
 $(10,306) (42.4)% $8,590
 $13,990
 $(5,400) (38.6)%
Gross profit (loss) 1,931
 3,877
 (1,946) (50.2)% (1,667) 1,931
 (3,598) (186.3)%
Gross profit (loss) percentage 13.8% 16.0%   (2.2)% (19.4)% 13.8%   
General and administrative expenses 833
 1,130
 (297) (26.3)% 951
 833
 118
 14.2%
Asset impairment 610
 
 610
 100.0%
Operating income (loss) 1,098
 2,747
    (3,227) 1,098
 (4,325) 


Revenue - Revenue from our Fabrication divisionDivision decreased $10.3$5.4 million for the three months ended June 30, 2017,2018, compared to the three months ended June 30, 2016.2017. The decrease is attributable to an overall decrease in work experienced in our fabrication yardsthe completion and delivery of four modules for a petrochemical plant during April 2018 with very little immediate replacement backlog started as a result of the temporary impacts from previously 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 to the underutilization of our Fabrication assets. As of June 30, 2017, all of our projects at our South Texas fabrication yards have been completed or transferred to our Houma fabrication yard.prices.


Gross profit (loss) - Gross profitloss from our Fabrication divisionDivision for the three months ended June 30, 2017,2018, was $1.9$1.7 million compared to a gross profit of $3.9$1.9 million for the three months ended June 30, 2016.2017. The decreasegross loss was due to lowerdecreased revenue from decreasedwith minimal new fabrication work started during the second quarter of 2018 as discussed above and approximately $1.2 million of holding costs for our South Texas assets. This was partially offset by decreases in costs resulting from reductions in workforce as we wrapped up and completed projects at our South Texas fabrication yards, no depreciation being recorded for our South Texas assets for the three months ended June 30, 2017, as these assets are classified as assets held for sale and additional cost cutting measures implemented by management.above.


General and administrative expenses - General and administrative expenses for our Fabrication division decreased $297,000Division increased $0.1 million for the three months ended June 30, 2017,2018, compared to the three months ended June 30, 2016.2017. The decreaseincrease is primarily due to an increase in legal expense of $0.4 million for our pursuit of claims against a customer related to disputed change orders for a large deepwater project we delivered to our customer in November 2015 partially offset by decreases in costs resulting fromsalaries and employee incentives of $0.2 million due to employee reductions and decreases in workforcecorporate allocations of $0.1 million as we wrapped up and completed projectsa portion of these are now allocated to our EPC Division.

Asset impairment - We recorded an impairment of $0.6 million during the three months ended June 30, 2018, primarily related to a piece of equipment at our South Texas fabrication yards and lower bonuses accruedNorth Yard. 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. We did not record any asset impairments during the three months ended June 30, 2017, as a result of a combination of a smaller workforce andwithin our consolidated gross loss.Fabrication Division.



Shipyards Three Months Ended June 30, Increase or (Decrease)
  2017 2016 Amount Percent
Revenue (1)
 $18,303
 $29,373
 $(11,070) (37.7)%
Gross profit (loss) (1)
 (13,851) 5,423
 (19,274) (355.4)%
   Gross profit (loss) percentage (75.7)% 18.5%   (94.2)%
General and administrative expenses 983
 1,460
 (477) (32.7)%
Operating income (loss) (1)
 (14,834) 3,963
    
Shipyard Three Months Ended June 30, Increase or (Decrease)
  2018 2017 Amount Percent
Revenue (1)
 $23,620
 $18,303
 $5,317
 29.0%
Gross loss (1)
 (2,776) (13,851) 11,075
 80.0%
    Gross loss percentage (11.8)% (75.7)%   
General and administrative expenses 597
 983
 (386) (39.3)%
Operating loss (1)
 (3,374) (14,834) 11,460
 
___________
(1)Revenue for the three months ended June 30, 2018 and 2017, and 2016, includes $335,000 and $1.5 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 $11.1 million for the three months ended June 30, 2017, compared to the three months ended June 30, 2016, 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. During the first quarter of 2017, we completed a vessel that we assumed in the LEEVAC transaction and delivered to a customer on February 6, 2017.

Gross profit (loss) - Gross loss from our Shipyards division was $13.9 million for the three months ended June 30, 2017, compared to a gross profit of $5.4 million for the three months ended June 30, 2016. The decrease was due to:

$10.2 million in contract losses related to cost overruns and re-work that has been identified on two contracts assigned to us in the LEEVAC transaction;
holding and closing costs related to our Prospect shipyard as we wind down operations at this facility;
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.

General and administrative expenses - General and administrative expenses for our Shipyards division decreased $477,000 for the three months ended June 30, 2017, compared to the three months ended June 30, 2016, primarily due to lower bonuses accrued during 2017 as a result of a combination of a smaller workforce and our consolidated gross loss and cost cutting measures implemented by management during the first part of 2016.

Services Three Months Ended June 30, Increase or (Decrease)
  2017 2016 Amount Percent
Revenue $15,396
 $28,692
 $(13,296) (46.3)%
Gross profit (loss) 390
 4,864
 (4,474) (92.0)%
   Gross profit (loss) percentage 2.5% 17.0%   (14.5)%
General and administrative expenses 647
 800
 (153) (19.1)%
Operating income (loss) (257) 4,064
    

Revenue - Revenue from our Services division decreased $13.3 million for the three months ended June 30, 2017, compared to the three months ended June 30, 2016, due to an overall decrease in work experienced as a result of depressed oil and gas prices and the corresponding reduction in customer demand for oil and gas related service projects.

Gross profit - Gross profit from our Services division decreased $4.5 million for the three months ended June 30, 2017, compared to the three months ended June 30, 2016, due to decreased revenue discussed above and lower margins on new work performed during 2017.

General and administrative expenses - General and administrative expenses for our Services division decreased $153,000 for the three months ended June 30, 2017, compared to the three months ended June 30, 2016, due to lower bonuses accrued during 2017 as a result of a combination of a smaller workforce and our consolidated gross loss.

Corporate Three Months Ended June 30, Increase or (Decrease)
  2017 2016 Amount Percent
Revenue $
 $
 $
 —%
Gross profit (loss) (90) (98) 8
 8.2%
   Gross profit (loss) percentage n/a
 n/a
   
General and administrative expenses 2,177
 1,672
 505
 30.2%
Operating income (loss) (2,267) (1,770) 

  

General and administrative expenses - General and administrative expenses for our Corporate division increased primarily due to a restructuring of our corporate division with additional personnel allocated to our corporate division during 2017 as discussed above as well as for expenses incurred for advisors to assist in a strategic financial analysis project in anticipation of the proceeds to be received from the sale of our South Texas assets. This has been partially offset by lower bonuses accrued during 2017, as a result of a combination of a smaller workforce and our consolidated gross loss.

Six Months Ended June 30, 2017, Compared to Six Months Ended June 30, 2016 (in thousands, except for percentages):
Consolidated
 Six Months Ended June 30, Increase or (Decrease)
 2017 2016 AmountPercent
Revenue$83,860
 $165,481
 $(81,621)(49.3)%
Cost of revenue100,378
 145,714
 (45,336)(31.1)%
Gross profit (loss)(16,518) 19,767
 (36,285)(183.6)%
Gross profit (loss) percentage(19.7)% 11.9%   
General and administrative expenses8,570
 9,547
 (977)(10.2)%
Asset impairment389
 
 389
100.0%
Operating income (loss)(25,477) 10,220
 (35,697)(349.3)%
Other income (expense):      
Interest expense(217) (138) (79) 
Interest income12
 8
 4
 
Other income (expense), net(257) 440
 (697) 
Total other income (expense)(462) 310
 (772)(249.0)%
Net income (loss) before income taxes(25,939) 10,530
 (36,469)(346.3)%
Income tax expense (benefit)(8,561) 4,001
 (12,562)(314.0)%
Net income (loss)$(17,378) $6,529
 $(23,907)(366.2)%

Revenue - Our revenue for the six months ended June 30, 2017 and 2016, was $83.9 million and $165.5 million, respectively, representing a decrease of 49.3%. The decrease is primarily attributable to an overall decrease in work experienced in our facilities as a result of depressed oil and gas prices and the corresponding reduction in customer demand within all of our operating divisions. Pass-through costs as a percentage of revenue were 41.9% and 37.6% for the six months ended June 30, 2017 and 2016, respectively. Pass-through costs, as described 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 loss for the six months ended June 30, 2017, was $16.5 million compared to a gross profit of $19.8 million for the six months ended June 30, 2016. The decrease was primarily due to $10.6 million of losses incurred by our Shipyards division related to cost overruns and re-work identified on two vessel contracts assigned in the LEEVAC transaction, decreased revenue as discussed above, holding costs related to our South Texas assets of $2.5 million and lower margins on current work. This was partially offset by decreases in costs resulting from reductions in workforce as we wrapped up and completed projects at our South Texas fabrication yards and Prospect shipyard, suspended depreciation for our South Texas assets and Prospect shipyard during the six months ended June 30, 2017, as these assets are classified as assets held for sale and additional cost cutting measures implemented by management.

General and administrative expenses - Our general and administrative expenses were $8.6 million for the six months ended June 30, 2017, compared to $9.5 million for the six months ended June 30, 2016. The decrease in general and administrative expenses for the six months ended June 30, 2017, was primarily attributable to lower bonuses accrued during 2017 as a result of a combination of a smaller workforce and our consolidated gross loss and cost cutting measures implemented by management during the first part of 2016.

Asset Impairment - During the six months ended June 30, 2017, we recorded an impairment of $389,000 related to our assets held for sale at our Prospect Shipyard. See also Note 2 of the Notes to Consolidated Financial statements.

Other income (expense), net - Other expense was $257,000 for the six months ended June 30, 2017, compared to other income of $440,000 for the six months ended June 30, 2016. Other expense for the period was primarily due to losses on sales of two drydocks from our Shipyards division. Other income for the prior period was primarily due to gains on sales of assets from our Fabrication division recorded during the first quarter of 2016.


Income tax expense (benefit) - Our effective income tax rate for the six months ended June 30, 2017, was 33.0%, compared to an effective tax rate of 38.0% for the comparable period during 2016. The decrease in the effective tax rate is the result of limitations on the deductibility of executive compensation.

Operating Segments

As discussed above and in Note 8 of the Notes to Consolidated Financial Statements, management reduced its allocation of corporate administrative costs and overhead expenses to its operating divisions during the three and six months ended June 30, 2017. We have recast our 2016 segment data below in order to conform to the current period presentation. Our results of our three operating divisions and Corporate division for the six months ended June 30, 2017 and 2016, are presented below (in thousands, except for percentages).

Fabrication Six Months Ended June 30, Increase or (Decrease)
  2017 2016 Amount Percent
Revenue $24,199
 $48,125
 $(23,926) (49.7)%
Gross profit (loss) (1,034) 3,964
 (4,998) (126.1)%
   Gross profit (loss) percentage (4.3)% 8.2%   (12.5)%
General and administrative expenses 1,654
 1,936
 (282) (14.6)%
Operating income (loss) (2,688) 2,028
    

Revenue - Revenue from our Fabrication division decreased $23.9 million for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. The decrease is attributable to an overall decrease in work experienced in our fabrication yards as a result of 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 to the underutilization of our Fabrication assets. As of June 30, 2017, all of our projects at our South Texas fabrication yards have been completed or transferred to our Houma fabrication yard.

Gross profit (loss) - Gross loss from our Fabrication division for the six months ended June 30, 2017, was $1.0 million compared to a gross profit of $4.0 million for the six months ended June 30, 2016. The decrease was due to lower revenue from decreased fabrication work as discussed above and approximately $2.5 million of holding costs for our South Texas assets as we market them for sale. This was partially offset by decreases in costs resulting from reductions in workforce as we wrapped up and completed projects at our South Texas fabrication yards, reduced depreciation being recorded for our South Texas assets for the six months ended June 30, 2017, as these assets are classified as assets held for sale on February 23, 2017, and additional cost cutting measures implemented by management.

General and administrative expenses - General and administrative expenses for our Fabrication division decreased $282,000 for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. The decrease is primarily due to decreases in costs resulting from reductions in workforce as we wrapped up and completed projects at our South Texas fabrication yards and lower bonuses accrued during 2017 as a result of a combination of a smaller workforce and our consolidated gross loss. This was partially offset by expenses incurred to market our South Texas assets for sale and payment of termination benefits during the first quarter of 2017 as we reduced its workforce and completed those operations.

Shipyards Six Months Ended June 30, Increase or (Decrease)
  2017 2016 Amount Percent
Revenue (1)
 $36,724
 $63,493
 $(26,769) (42.2)%
Gross profit (loss) (1)
 (15,556) 7,797
 (23,353) (299.5)%
   Gross profit (loss) percentage (42.4)% 12.3%   (54.7)%
General and administrative expenses 1,947
 2,750
 (803) (29.2)%
Asset impairment 389
 
 389
 100.0%
Operating income (loss) (1)
 (17,892) 5,047
    
___________
(1)Revenue for the six months ended June 30, 2017, and 2016, includes $1.9$0.1 million and $2.7$0.3 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 divisionShipyard Division increased $5.3 million for the three months ended June 30, 2018, compared to the three months ended June 30, 2017. During the second quarter of 2018, we were able to make progress on the construction of ten harbor tug vessels and an offshore marine research vessel which were not under construction during the second quarter of 2017. During the three months ended June 30, 2017, we also recorded $10.2 million in contract losses which reduced our measure of revenue progress under percentage of completion accounting. Additionally, we re-commenced newbuild construction for the second of two OSV's during the fourth quarter of 2017, which was suspended during the second quarter of 2017. This was partially offset by lower revenue from construction of our two MPSV contracts that were under construction during 2017, but suspended during the first quarter of 2018. See also Note 9 of the Notes to Consolidated Financial Statements for additional information relating to the suspension of construction of two MPSVs.

Gross loss - Gross loss from our Shipyard Division was $2.8 million for the three months ended June 30, 2018, compared to a gross loss of $13.9 million for the three months ended June 30, 2017. The gross loss for the three months ended June 30, 2018, was primarily attributable to underutilization of our Houma and Lake Charles shipyards and competitive pricing on current work. The improvement in gross loss of $11.1 million was primarily due to:

$10.2 million in contract losses recorded during the three months ended June 30, 2017, related to cost overruns and re-work identified on the two contracts relating to the construction of two MPSVs;
holding and closing costs during the three months ended June 30, 2017, related to our former Prospect shipyard. We terminated the lease of this facility effective December 31, 2017; and
holding costs during the three months ended June 30, 2017 related to a completed OSV that was delivered on February 6, 2017, but refused by our customer as well as the suspension of work on the second OSV vessel. We resolved our disputes with our OSV customer during the fourth quarter of 2017 and construction of the second OSV re-commenced. We subsequently delivered the second OSV on July 31, 2018.

General and administrative expenses - General and administrative expenses for our Shipyard Division decreased $26.8$0.4 for the three months ended June 30, 2018, compared to the three months ended June 30, 2017, primarily due to reductions in salaries and employee incentives of $0.4 million related to reductions in our workforce period over period and decreases in corporate allocations of $0.1 million as a portion of these are now allocated to our EPC Division. This was partially offset by increases in legal expense related to our customer dispute relating to the suspension of construction of two MPSVs. See also Note 9 of the Notes to Consolidated Financial Statements for additional information relating to the suspension of construction of two MPSVs.

Services Three Months Ended June 30, Increase or (Decrease)
  2018 2017 Amount Percent
Revenue $22,205
 $15,396
 $6,809
 44.2%
Gross profit 3,585
 390
 3,195
 819.2%
    Gross profit percentage 16.1% 2.5%   
General and administrative expenses 762
 647
 115
 17.8%
Operating income (loss) 2,823
 (257) 3,080
 

Revenue - Revenue from our Services Division increased $6.8 million for the three months ended June 30, 2018, compared to the three months ended June 30, 2017, due to an overall increase in work resulting from increases in customer demand for offshore oil and gas related service projects.


Gross profit - Gross profit from our Services Division increased $3.2 million for the three months ended June 30, 2018, compared to the three months ended June 30, 2017, due to increased revenue discussed above. Our gross profit percentage increased from 2.5% during the period for 2017 to 16.1% for 2018. The increase in gross profit percentage was due to a higher recovery of fixed costs with increased work.

General and administrative expenses - General and administrative expenses for our Services Division increased $0.1 for the three months ended June 30, 2018, compared to the three months ended June 30, 2017, due to support of increased work as well as increases in employee incentive compensation with allocation of corporate expenses remaining comparable period over period.

EPC Three Months Ended June 30, Increase or (Decrease)
  2018 2017 Amount Percent
Revenue $882
 $
 $882
 100.0%
Gross profit 543
 
 543
 100.0%
   Gross profit percentage 61.6% n/a
    
General and administrative expenses 485
 
 485
 100.0%
Operating income 58
 
 58
 

Revenue - Our EPC Division did not exist at June 30, 2017. Revenue for the three months ended June 30, 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 - Gross profit for the three months ended June 30, 2018, consists of early work and engineering studies authorized by SeaOne.

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 June 30, Increase or (Decrease)
  2018 2017 Amount Percent
Revenue $
 $
 $
  
Gross loss (384) (90) (294) (326.7)%
   Gross loss percentage n/a
 n/a
    
General and administrative expenses 2,297
 2,177
 120
 5.5%
Operating loss (2,681) (2,267) (414) 

Gross loss - Gross loss from our Corporate Division increased primarily due to lower allocation of expenses and build-up of personnel to support our EPC Division.

General and administrative expenses - General and administrative expenses for our Corporate Division increased primarily due to increased legal and advisory fees related to customer disputes, strategic planning and diversification of our business and increased employee incentive accruals.

Six Months Ended June 30, 2018, Compared to Six Months Ended June 30, 2017(in thousands, except for percentages):
Consolidated
 Six Months Ended June 30, Increase or (Decrease)
 2018 2017 AmountPercent
Revenue$111,304
 $83,860
 $27,444
32.7%
Cost of revenue111,324
 100,378
 10,946
10.9%
Gross loss(20) (16,518) 16,498
99.9%
 Gross profit percentage % (19.7)%   
General and administrative expenses9,801
 8,570
 1,231
14.4%
Asset impairment1,360
 389
 971
249.6%
Operating loss(11,181) (25,477) 14,296
56.1%
Other income (expense):      
Interest expense, net(238) (205) (33)(16.1)%
Other income (expense), net6,814
 (257) 7,071
2,751.4%
Total other income (expense)6,576
 (462) 7,038
1,523.4%
Net loss before income taxes(4,605) (25,939) 21,334
82.2%
Income tax expense (benefit)142
 (8,561) 8,703
101.7%
Net loss$(4,747) $(17,378) $12,631
72.7%

Revenue - Our revenue for the six months ended June 30, 2018 and 2017, was $111.3 million and $83.9 million, respectively, representing an increase of 32.7%. The increase is primarily attributable to:

An increase of $1.7 million within our Fabrication Division primarily attributable to the construction and completion of four modules for a petrochemical plant;
An increase of $5.5 million within our Shipyard Division primarily related to construction of ten harbor tug vessels and an offshore marine research vessel which were not under construction during the first half of 2017 and $10.6 million in contract losses recorded during the six months ended June 30, 2017, which reduced our measure of revenue progress under percentage of completion accounting;
Additionally, we re-commenced newbuild construction for the second of two OSV's during the fourth quarter of 2017, which continued through the first half of 2018 but had been suspended during the second quarter of 2017; and
An increase of $18.0 million within our Services Division from additional demand for offshore oil and gas service related projects.

Gross loss - Our gross loss for the six months ended June 30, 2018, was $20,000 compared to a gross loss of $16.5 million for the six months ended June 30, 2017. The improvement in gross loss was primarily due to increased revenue within our Services Division as discussed above and $10.6 million in contract losses related to cost overruns and re-work that was identified and recorded during the six months ended June 30, 2017 on two contracts relating to the construction of two MPSVs with no comparable adjustments to contract losses in the first half of 2018.

General and administrative expenses - Our general and administrative expenses were $9.8 million for the six months ended June 30, 2018, compared to $8.6 million for the six months ended June 30, 2017. The increase in general and administrative expenses for the six months ended June 30, 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; and
Increased employee incentive accruals for all divisions related to our safety incentive program and higher employee profitability incentives within our Services Division.
This was partially offset by cost reductions and continued cost minimization efforts implemented by management during the second half of 2017.


Asset impairment - We recorded an impairment of $1.4 million during the six months ended June 30, 2018, primarily related to two pieces of equipment at our Texas North Yard that are held for sale. The impairment was calculated as management's estimated net proceeds from the sale less the equipment's net book value. See Note 2 of the Notes to Consolidated Financial Statements for additional information regarding our assets held for sale. During the six months ended June 30, 2017, we recorded an impairment of $0.4 million related to our Shipyard Division assets held for sale.

Other income (expense), net - Other income, net was $6.8 million for the six months ended June 30, 2018, compared to other expense, net of $0.3 million for the six months ended June 30, 2017. Other income, net for the six months ended June 30, 2018 is primarily due to a gain on the sale of our Texas South Yard of $3.9 million and a gain on settlement of insurance recovery proceeds related to Hurricane Harvey of $3.6 million.

Income tax expense (benefit) - Our effective income tax rate for the six months ended June 30, 2018, was expense of 3.1%, compared to an effective tax rate benefit of 33.0% for the comparable period during 2017. Current expense represents state income tax within our Services Division. The decrease in the effective tax rate is the result of a valuation allowance against our deferred tax assets. See Note 1 of the Notes to Consolidated Financial Statements regarding our NOLs and deferred tax assets.

Operating Segments

The results of our four operating divisions and non-operating corporate division for the six months ended June 30, 2018 and 2017, are presented below (in thousands, except for percentages).

Fabrication Six Months Ended June 30, Increase or (Decrease)
  2018 2017 Amount Percent
Revenue $25,860
 $24,199
 $1,661
 6.9%
Gross loss (1,886) (1,034) (852) (82.4)%
    Gross loss percentage (7.3)% (4.3)%    
General and administrative expenses 1,575
 1,654
 (79) (4.8)%
Asset impairment 1,360
 
 1,360
 100.0%
Operating loss (4,821) (2,688) (2,133)  

Revenue - Revenue from our Fabrication Division increased $1.7 million for the six months ended June 30, 2018, compared to the six months ended June 30, 2016,2017. The increase is attributable to the construction and completion of four modules for a petrochemical plant during the six months ended June 30, 2018. This was partially offset, by decreased revenue of $2.8 million for the six months ended June 30, 2018, at our South Texas Properties as these were marketed for sale.

Gross loss - Gross loss from our Fabrication Division for the six months ended June 30, 2018, was $1.9 million compared to a gross loss of $1.0 million for the six months ended June 30, 2017. The increase in gross loss was due to depressed oilincreased material costs incurred on the construction and gas prices andcompletion of four modules for a petrochemical plant during the correspondingsix months ended June 30, 2018 as well as current work being bid at more competitive pricing. This was partially offset by a reduction in customer demanddepreciation expense of $1.9 million during the six months ended June 30, 2018 for shipbuildingour South Texas Properties as these assets are classified as held for sale.

General and repair services supportingadministrative expenses - General and administrative expenses for our Fabrication Division decreased $0.1 million for the oilsix months ended June 30, 2018, compared to the six months ended June 30, 2017. The decrease is primarily due to decreases in salaries and gas industry.employee incentives of $0.3 million due to reductions in workforce, decreases in corporate allocations of $0.3 million as a portion of these are now allocated to our EPC Division and continued cost minimization efforts implemented by management for the first half of 2018, partially offset by an increase in legal expense of $0.5 million.

Asset impairment - We recorded an impairment of $1.4 million during the six months ended June 30, 2018, primarily related to two pieces of equipment at our Texas North Yard. One piece of equipment was sold in July 2018, and we intend to sell the other piece of equipment at auction. The impairment was calculated as management's estimated net proceeds from the sale less the equipment's net book value. See Note 2 of the Notes to Consolidated Financial Statements for additional information regarding our assets held for sale. We did not record any asset impairments during the six months ended June 30, 2017, within our Fabrication Division.


Shipyard Six Months Ended June 30, Increase or (Decrease)
  2018 2017 Amount Percent
Revenue (1)
 $42,185
 $36,724
 $5,461
 14.9%
Gross loss (1)
 (3,799) (15,556) 11,757
 75.6%
    Gross loss percentage (9.0)% (42.4)%    
General and administrative expenses 1,393
 1,947
 (554) (28.5)%
Asset impairment 
 389
 (389) (100.0)%
Operating loss (1)
 (5,192) (17,892) 12,700
  
___________
(1)Revenue for the six months ended June 30, 2018, and 2017, includes $0.5 million and $1.9 million, respectively, of non-cash amortization of deferred revenue related to the values assigned to the contracts acquired in the LEEVAC transaction.

Revenue - Revenue from our Shipyard Division increased $5.5 million for the six months ended June 30, 2018, compared to the six months ended June 30, 2017. During the first half of 2018, we made progress on the construction of ten harbor tug vessels and an offshore marine research vessel that were not under construction during the first half of 2017. The increase in revenue also resulted from re-commencing the newbuild construction for the second of two OSV's during the fourth quarter of 2017, which continued through the first half of 2018 but was suspended during the second quarter of 2017. This was partially offset by lower revenue from construction of two MPSVs that were under construction during 2017, but suspended during the first quarter of 2018. During the six months ended June 30, 2017, we completed a vessel that we assumedalso recorded $10.2 million in contract losses which reduced our measure of revenue progress under percentage of completion accounting. See also Note 9 of the LEEVAC transaction and deliveredNotes to a customer on February 6, 2017.Consolidated Financial Statements for additional information relating to the suspension of construction of two MPSVs.


Gross profit (loss)loss - Gross loss from our Shipyards divisionShipyard Division was $3.8 million for the six months ended June 30, 2018, compared to a gross loss of $15.6 million for the six months ended June 30, 2017, compared to a2017. The gross profit of $7.8 millionloss for the six months ended June 30, 2016.2018, was primarily attributable to underutilization of our Houma and Lake Charles shipyards and competitive pricing on current work. The decrease in gross loss compared to the six months ended June 30, 2017, was due to:


$10.6 million in contract losses related to cost overruns and re-work that has beenwas identified onand recorded during the six months ended June 30, 2017 relating to the construction of two contracts assigned to us in the LEEVAC transaction;MPSVs;
holdingHolding and closing costs during the six months ended June 30, 2017, related to our Prospect shipyard as we wind down operations atshipyard. We terminated the lease of this facility;facility effective December 31, 2017; and
holdingHolding costs during the six months ended June 30, 2017, related to a completed vesselOSV that was delivered on February 6, 2017; however, was2017, but refused by our customer alleging certain technical deficiencies (see also Note 9as well as the suspension of work on the second OSV vessel. We resolved our disputes with our OSV customer during the fourth quarter of 2017 and construction of the Notes to Consolidated Financial Statements); andsecond OSV re-commenced. We subsequently delivered the second OSV on July 31, 2018.
overall decreases in work under other various contracts as discussed above.

General and administrative expenses - General and administrative expenses for our Shipyards divisionShipyard Division decreased $803,000$0.6 million for the six months ended June 30, 2017,2018, compared to the six months ended June 30, 2016,2017, primarily due to lower bonuses accrued during 2017decreases in salaries and employee incentives of $0.5 million due to reductions in workforce and decreases in corporate allocations of $0.1 million as a resultportion of a combination of a smaller workforce andthese are now allocated to our consolidated gross loss and cost cutting measures implemented by management during the first part of 2016.EPC Division.


Asset Impairmentimpairment - During the six months ended June 30, 2017, we recorded an impairment of $389,000$0.4 million 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 six months ended June 30, 2018, in our Shipyard Division.


Services Six Months Ended June 30, Increase or (Decrease) Six Months Ended June 30, Increase or (Decrease)
 2017 2016 Amount Percent 2018 2017 Amount Percent
Revenue $26,107
 $55,251
 $(29,144) (52.7)% $44,075
 $26,107
 $17,968
 68.8%
Gross profit (loss) 423
 8,240
 (7,817) (94.9)%
Gross profit (loss) percentage 1.6% 14.9%   (13.3)%
Gross profit 6,199
 423
 5,776
 1,365.5%
Gross profit percentage 14.1% 1.6%   
General and administrative expenses 1,313
 1,519
 (206) (13.6)% 1,496
 1,313
 183
 13.9%
Operating income (loss) (890) 6,721
    4,703
 (890) 5,593
 



Revenue - Revenue from our Services division decreased $29.1Division increased $18.0 million for the six months ended June 30, 2017,2018, compared to the six months ended June 30, 2016,2017, due to an overall decreaseincrease in work experienced as a result of depressed oil and gas prices and the corresponding reductionresulting from increases in customer demand for offshore oil and gas related service projects.


Gross profit - Gross profit from our Services division decreased $7.8Division increased $5.8 million for the six months ended June 30, 2017,2018, compared to the six months ended June 30, 2016,2017, due to decreasedincreased revenue discussed above and lower margins on new work performedabove. Our gross profit percentage increased from 1.6% during 2017.the period for 2017 to 14.1% for 2018. The increase in gross profit percentage was due to a higher recovery of fixed costs with increased work.


General and administrative expenses - General and administrative expenses for our Services division decreased $206,000Division increased $0.2 million for the six months ended June 30, 2017,2018, compared to the six months ended June 30, 2016,2017, due to lower bonuses accrued during 2017support of increased work as a resultwell as increases in employee incentive compensation with allocation of a combination of a smaller workforce and our consolidated gross loss.corporate expenses remaining comparable period over period.


Corporate Six Months Ended June 30, Increase or (Decrease)
  2017 2016 Amount Percent
Revenue $
 $
 $
 —%
Gross profit (loss) (351) (234) (117) (50.0)%
   Gross profit (loss) percentage n/a
 n/a
   
General and administrative expenses 3,656
 3,342
 314
 9.4%
Operating income (loss) (4,007) (3,576) (431)  

EPC Six Months Ended June 30, Increase or (Decrease)
  2018 2017 Amount Percent
Revenue $955
 $
 $955
 100.0%
Gross profit 235
 
 235
 100.0%
   Gross profit (loss) percentage 24.6% n/a
    
General and administrative expenses 902
 
 902
 100.0%
Operating loss (667) 
 (667) 

Revenue - Our EPC Division did not exist at June 30, 2017. Revenue for the six months ended June 30, 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 profit 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 Six Months Ended June 30, Increase or (Decrease)
  2018 2017 Amount Percent
Revenue $
 $
 $
  
Gross loss (769) (351) (418) (119.1)%
   Gross loss percentage n/a
 n/a
    
General and administrative expenses 4,435
 3,656
 779
 21.3%
Operating loss (5,204) (4,007) (1,197) 

Gross loss - Gross loss from our Corporate divisionDivision increased primarily due to a restructuringlower allocation of expenses and as well as buildup of personnel to support our corporate division with additional personnel allocated to our corporate division during 2017 as discussed above.EPC Division.

General and administrative expenses - General and administrative expenses for our Corporate divisionDivision increased primarily due to a restructuringincreased legal and advisory fees related to customer disputes, strategic planning and diversification of our corporate division with additional personnel allocated to our corporate division during 2017 as discussed above as well as for expenses incurred for advisors to assist in a strategic financial analysis project in anticipation of the proceeds to be received from the sale of our South Texas assets. This has been partially offset by lower bonuses accrued during 2017 as a result of a combination of a smaller workforcebusiness and our consolidated gross loss.increased employee incentive accruals.


Liquidity and Capital Resources
Historically, we have fundedOur liquidity remains dependent on our business activities through cash generatedon hand, scheduled maturities of our held-to-maturity, short-term investments, potential proceeds from operations. Atthe sales of assets, availability of future drawings from our Credit Agreement and collections of accounts receivable. A summary of our immediately available liquidity as of June 30, 2017, we had no amounts outstanding under our credit facility, $4.6 million2018 is as follows:
Available Liquidity 
$ (in thousands)
Cash and cash equivalents on hand $32,004
Held-to-maturity, short-term investments (1)
 7,481
Revolving credit agreement 40,000
Less: 
Borrowings under our Credit Agreement 
Outstanding letters of credit (5,495)
Total available liquidity $73,990
___________
(1) Our held-to-maturity, short-term investments include U.S. Treasuries and other investment-grade commercial paper and can be liquidated quickly in outstanding letters of credit, and cash and cash equivalents totaling $22.3 million, compared to $51.2 million at December 31, 2016. open markets.
Working capital was $167.7$132.7 million and our ratio of current assets to current liabilities was 4.624.67 to 1 at June 30, 2017,2018, compared to $78.0$130.5 million and 3.213.68 to 1, respectively, at December 31, 2016.2017. Working capital at June 30, 2017,2018, includes $107.3$7.5 million of held-to-maturity, short-term investments, $7.2 million of insurance receivables and $43.8 million related to assets held for sale, primarily related to our remaining South Texas facilities. Properties. At June 30, 2018, our contracts receivable balance was $31.9 million of which we have subsequently collected $14.4 million as of the date of this Report and our insurance receivable was $7.2 million of which we have received payment for the full amount as of the date of this Report.
Our primary usesources/uses of cash during the six months ended June 30, 2017, is2018, are referenced in the Cash Flow Activities section below.
At June 30, 2017,As discussed in our contracts receivable balanceExecutive Summary, we are implementing several strategies to diversify our business, increase backlog, reduce operating expenses and monetize underutilized assets.
On April 20, 2018, we closed on the sale of our Texas South Yard for a sale price of $55.0 million, less selling costs of $1.5 million. We received approximately $52.7 million at closing, which was $38.1in addition to the $0.8 million of which wepreviously received earnest money. The net proceeds received rebuilt our liquidity, provided support for upcoming projects, continued investment in our EPC Division and for other general corporate purposes. See further discussion of the sale of our Texas South Yard in Note 2 of the Notes to Consolidated Financial Statements. We continue to market our Texas North Yard, and hope to have subsequently collected $12.0 million through July 19, 2017.a negotiated contract for the sale of our Texas North Yard in the near future.
On June 9, 2017, we entered into
We have a $40.0 million credit agreement with Whitney Bank, as lender (the “New Credit Facility”). The New Credit Facility maturesAgreement maturing June 9, 2019 and may be used2019. The Credit Agreement allows the Company to use up to the full amount of the available borrowing base for issuing letters of credit and/orand general corporate and working capital purposes. We believe that the new facilityour 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 New Credit FacilityAgreement may be designated, at our option, as either Base Rate (as defined in the New Credit Facility)credit facility) or LIBOR plus 2.0%2% per annum. Unused commitment fees on the undrawn portion of the facilityCredit Agreement are 0.4% per annum, and the letter of credit feeinterest on undrawn stated amounts under letters of credit issued by the lenders are 0.4%lender is 2% per annum and 2.0% per annum, respectively.annum. The New Credit FacilityAgreement is secured by substantially all of our assets (other than the assets of Gulf Marine Fabricators, L.P., which are currently held for sale)South Texas Properties).


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


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

ii.minimumMinimum tangible net worth requirement of at least the sum of:
a)$230.0 million, plus
b)an amount equal to 50% of consolidated net income for each fiscal quarter ending after June 30, 2017 (with no deduction for a net loss in any such fiscal quarter except for any gain or loss in connection with the sale of assets by Gulf Marine Fabricators, L.P.), plus
c)100% of all net proceeds of any issuance of any stock or other equity after deducting of any fees, commissions, expenses and other costs incurred in such offering; and
$185 million, plus
An amount equal to 50% of consolidated net income for each fiscal quarter ending after June 30, 2017, including 50% of any gain attributable to the sale of all or substantially all our South Texas Properties (with no deduction for a net loss in any such fiscal quarter), plus

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

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


Concurrent with our execution of the New Credit Facility, we terminated our prior credit facility with JPMorgan Chase Bank, N.A. At the time of the termination, there was approximately $4.6 million of letters of credit outstanding, all of which was temporarily cash collateralized by us. Subsequent to June 30, 2017, we were able to reissue new letters of credit under the New Credit Facility, of which $4.6 million have been accepted by the beneficiaries, and we have been released from cash collateral requirements. Availability under our credit facility for future, additional letters of credit and borrowings is $35.4 million. As of June 30, 2017,2018, we were in compliance with all of our financial covenants.


We will continue to monitor and preserve our cash. Our primary liquidity requirements for 2018 and beyond are for the costs associated with fabricationFabrication and Shipyard projects, capital expenditures related to the expansion of our EPC Division and payment of dividendsenhancements to our shareholders.Shipyard facilities. Future capital expenditures will be highly dependent upon the amount and timing of future projects. Capital expenditures for the six months ended June 30, 2018, were $0.8 million. We do not anticipate significant capital expenditures for the remainder of 20172018.

If industry conditions for offshore oil and gas do not improve, or we are unable to range between $2.0 millionincrease our backlog, we would expect to $5.0 million primarily fortake additional measures to preserve our cash 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 cash 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 certain financial covenants included in the customer’s debt agreementsexecutive officers, and statedwe have reduced our capital expenditures and placed assets that while it had received limited waivers from its lenders, its debt agreements would require further negotiation and amendment. This same customer rejected delivery of the first vessel that we completed and tenderedare either underutilized, under-performing or not expected to provide sufficient long-term value 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. On March 10, 2017, we gave notice for arbitration with our customer in an effort to resolve this matter. We are also building a second vessel for this customersale, which has been suspended and included in our arbitration proceedings. 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. On May 17, 2017, the customer filed for protection under Chapter 11 of the United States Bankruptcy Code for reorganization under a negotiated, pre-packaged plan. The customer has petitioned the Bankruptcy Court to accept our contracts for the two vessels we are constructing for them. As of June 30, 2017, approximately $4.6 million remained due and outstanding from our customer for the first vessel. The balance due to us for the second vessel upon completion and delivery is approximately $4.9 million.
We are working with legal counsel to protect our contractual claims during the restructuring and intend to re-initiate our rights for arbitration in accordance with our contract upon our customer's emergence from Chapter 11 reorganization. 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 remaining amounts due to us in the event we enforce our security interest over these projects.

In anticipation of the proceeds to be received from the sale ofinclude our South Texas assets, we engaged advisors to assist in the development of a capital deployment plan to determine the appropriate use of proceeds from this transaction to maximize long-term shareholder value. Our capital deployment plan includes a variety of investment options including investing in our operating liquidity in order to facilitate anticipated future projects, selected capital improvements to enhance and/or expand our existing facilities, mergers and acquisitions to expand our product and service capabilities and other options to return surplus resources to shareholders either through stock buy-backs and/or special dividends. We are continuing this effort to identify and analyze specific investment opportunities we believe will enhance the long-term value of the Company and that are consistent with our strategy.Properties.

On July 27, 2017, our Board of Directors declared a dividend of $0.01 per share on our shares of common stock outstanding, payable August 24, 2017, to shareholders of record on August 10, 2017.


We believe ourthat cash and cash equivalents generated byon hand and held-to-maturity, short-term investments and funds available under our future operating activities and proceeds to be received from future assets salesCredit Agreement will be sufficient to fund our capital expenditures and meet our working capital needsand capital expenditure requirements, any future debt service and other funding requirements for bothat least twelve months from the neardate of this Report. Our view regarding sufficiency of cash and longer termliquidity is primarily based on our financial forecast for the remainder of 2018 and early 2019, which is impacted by our existing backlog and a reasonable amount of forecast, 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 continuemeet planned operating expenses and other unforeseen cash requirements. Accordingly, we may be required to draw on our operations, satisfy our contractual operations and pay dividendsCredit Agreement, obtain additional bank financing, sell additional assets or conduct equity or debt offerings at a time when it is not beneficial to our shareholders.do so.


Cash Flow Activities


For the six months ended June 30, 2017,2018, net cash used in operating activities was $27.9$26.4 million, compared to net cash provided byused in operating activities of $11.8$27.9 million for the six months ended June 30, 2016.2017. The use of cash in operations during the period was primarily due to the following:


Operating losses for the six months ended June 30, 2017,2018, excluding gains on sales of assets and insurance recoveries as well as amounts in excess of non-cash depreciation, amortization, impairment, and stock compensation expense of approximately $17.9$3.5 million;

Slower collections of receivables of $6.4 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.
The suspension of two vessel projects following our customer’s refusal to accept delivery of the first vessel in February 2017, and our inability to collect $9.5 million in scheduled payments under these contracts. We have initiated arbitration proceedings during the quarter to enforce our rights under these contracts; and
Build-up of costs for contracts in progress related to a customer in our Shipyards division with significant milestoneof $8.1 million;

Increased retainage on projects of $1.5 million;

Increased payments occurring in the later stages of the projects which are expected to occur beginning in the third quarteraccounts payable of 2017 through the first quarter$2.4 million; and

Other general uses of 2018.working capital.

Net cash provided by investing activities for the six months ended June 30, 2017,2018, was $296,000,$50.2 million, compared to cash provided by investing activities of $3.8$0.3 million for the six months ended June 30, 2016.2017. The changeincrease in cash provided by investing activities is due primarily due to cashthe sales of assets, primarily our Texas South Yard, in the amount of $56.4 million and the insurance proceeds received from the sale of three cranesfor hurricane damage to assets at our South Texas facility for $5.5 million and $1.6 millionProperties. This was partially offset by the purchase of cash acquired in the LEEVAC transaction during 2016.held-to-maturity investments of $7.5 million.


Net cash used inby financing activities for the six months ended June 30, 2018, and 2017, and 2016, was $0.8 million compared to $1.2 million and $441,000, respectively. The increase in cash used in financing activities, is due to the cash payments made to taxing authorities on behalf of employees' for their vesting of common stock.respectively.



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 June 30, 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 June 30, 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 Composite Articles of Incorporation of the Company incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed with the SEC on April 23, 2009.2009 (SEC File no. 001-34279).
3.2 Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.13.2 of the Company’s Form 8-K filed with the SEC on November 4, 2016.2016 (SEC File no. 001-34279).
10.1 Change
10.2Credit Agreement dated June 9, 2017, incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed June 9, 2017.non-employee director award agreement. *
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.
*Filed herewith.
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: August 1, 20179, 2018



GULF ISLAND FABRICATION, INC.
EXHIBIT INDEX

- 39 -
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.
10.2Credit Agreement dated June 9, 2017, incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed June 9, 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