Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 02, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | GIFI | |
Entity Registrant Name | GULF ISLAND FABRICATION INC | |
Entity Central Index Key | 1,031,623 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 14,644,507 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 55,642 | $ 34,828 |
Contracts receivable and retainage, net | 26,619 | 47,060 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 18,679 | 12,822 |
Prepaid expenses and other assets | 4,034 | 3,418 |
Inventory | 18,281 | 12,936 |
Assets held for sale | 0 | 4,805 |
Total current assets | 123,255 | 115,869 |
Property, plant and equipment, net | 211,215 | 200,384 |
Intangible assets, net | 2,069 | 0 |
Other assets | 673 | 670 |
Total assets | 337,212 | 316,923 |
Current liabilities: | ||
Accounts payable | 8,654 | 13,604 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 7,154 | 7,081 |
Deferred revenue, current | 14,178 | 0 |
Accrued contract losses | 1,494 | 9,495 |
Accrued employee costs | 8,493 | 6,831 |
Accrued expenses and other liabilities | 3,510 | 890 |
Total current liabilities | 43,483 | 37,901 |
Deferred revenue, noncurrent | 2,029 | 0 |
Other long-term liabilities | 109 | 0 |
Net deferred tax liabilities | 25,476 | 21,825 |
Total liabilities | 71,097 | 59,726 |
Shareholders’ equity: | ||
Preferred stock, no par value, 5,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, no par value, 20,000,000 shares authorized, 14,632,507 issued and outstanding at September 30, 2016 and 14,580,216 at December 31, 2015, respectively | 10,579 | 10,352 |
Additional paid-in capital | 98,256 | 96,194 |
Retained earnings | 157,280 | 150,651 |
Total shareholders’ equity | 266,115 | 257,197 |
Total liabilities and shareholders’ equity | $ 337,212 | $ 316,923 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | ||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 14,632,507 | 14,580,216 |
Common stock, shares outstanding (in shares) | 14,632,507 | 14,580,216 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 65,384 | $ 67,531 | $ 230,864 | $ 251,102 |
Cost of revenue | 60,125 | 75,368 | 205,839 | 248,686 |
Gross profit (loss) | 5,259 | (7,837) | 25,025 | 2,416 |
General and administrative expenses | 5,086 | 3,798 | 14,633 | 11,817 |
Asset impairment | 0 | 6,600 | 0 | 6,600 |
Operating income (loss) | 173 | (18,235) | 10,392 | (16,001) |
Other income (expense): | ||||
Interest expense | (110) | (39) | (248) | (126) |
Interest income | 12 | 8 | 20 | 21 |
Other income, net | 599 | 0 | 1,039 | 20 |
Total other income (expense) | 501 | (31) | 811 | (85) |
Net income (loss) before income taxes | 674 | (18,266) | 11,203 | (16,086) |
Income taxes | 133 | (6,129) | 4,134 | (5,389) |
Net income (loss) | $ 541 | $ (12,137) | $ 7,069 | $ (10,697) |
Per share data: | ||||
Basic and diluted earnings (loss) per share - common shareholders (usd per share) | $ 0.04 | $ (0.84) | $ 0.48 | $ (0.74) |
Cash dividend declared per common share (usd per share) | $ 0.01 | $ 0.10 | $ 0.03 | $ 0.30 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2015 | 14,580,216 | 14,580,216 | ||
Beginning balance at Dec. 31, 2015 | $ 257,197 | $ 10,352 | $ 96,194 | $ 150,651 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 7,069 | 7,069 | ||
Vesting of restricted stock (in shares) | 52,291 | |||
Vesting of restricted stock | (163) | $ (16) | (147) | |
Compensation expense - restricted stock | 2,452 | $ 243 | 2,209 | |
Dividends on common stock | $ (440) | (440) | ||
Ending balance (in shares) at Sep. 30, 2016 | 14,632,507 | 14,632,507 | ||
Ending balance at Sep. 30, 2016 | $ 266,115 | $ 10,579 | $ 98,256 | $ 157,280 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 7,069 | $ (10,697) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Bad debt expense | 422 | 400 |
Depreciation | 19,262 | 19,674 |
Amortization of deferred revenue | (4,114) | 0 |
Asset impairment | 0 | 6,600 |
Gain on sale of assets | (924) | (10) |
Deferred income taxes | 3,651 | (5,464) |
Compensation expense - restricted stock | 2,452 | 1,863 |
Changes in operating assets and liabilities: | ||
Contracts receivable and retainage | 22,287 | 43,501 |
Costs and estimated earnings in excess of billings on uncompleted contracts | (5,834) | (237) |
Prepaid expenses and other assets | 915 | 2,072 |
Inventory | 135 | 508 |
Accounts payable | (13,654) | (25,402) |
Billings in excess of costs and estimated earnings on uncompleted contracts | (20) | (13,494) |
Deferred revenue | (8,928) | 0 |
Accrued employee costs | 1,404 | 343 |
Accrued expenses | 2,733 | (2,369) |
Accrued contract losses | (8,001) | 1,367 |
Current income taxes | 413 | 0 |
Net cash provided by operating activities | 19,268 | 18,655 |
Cash flows from investing activities: | ||
Capital expenditures | (5,415) | (5,052) |
Net cash received in acquisition | 1,588 | 0 |
Proceeds from the sale of equipment | 5,813 | 10 |
Net cash provided by (used in) investing activities | 1,986 | (5,042) |
Cash flows from financing activities: | ||
Payments of dividends on common stock | (440) | (4,397) |
Net cash used in financing activities | (440) | (4,397) |
Net change in cash and cash equivalents | 20,814 | 9,216 |
Cash and cash equivalents at beginning of period | 34,828 | 36,085 |
Cash and cash equivalents at end of period | $ 55,642 | $ 45,301 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Gulf Island Fabrication, Inc., together with its subsidiaries (the “Company,” “we” or “our”), is a leading fabricator of offshore drilling and production platforms and other specialized structures for the energy sectors. We operate and manage our business through three segments: Fabrication, Shipyards and Services. The Company’s principal corporate office is located in Houston, Texas and its fabrication facilities are located in Houma, Jennings and Lake Charles, Louisiana and San Patricio County, Texas. The Company’s principal markets are concentrated in the offshore regions and along the coast of the Gulf of Mexico. 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. Gulf Island Fabrication, Inc. serves as a holding company and conducts all of its operations through its subsidiaries. Our Fabrication segment includes Gulf Island, L.L.C. and Gulf Marine Fabricators, L.P., both of which perform fabrication of offshore drilling and production platforms and other specialized structures used in the development and production of oil and gas reserves. Our Fabrication segment also fabricates structures for alternative energy customers as well as LNG facilities. Our Shipyards segment includes Gulf Island Marine Fabricators, L.L.C. and Gulf Island Shipyards, L.L.C., both of which perform marine vessel fabrication, construction, and repair services. Our Services segment includes Dolphin Services, L.L.C., which performs interconnect piping services and maintenance on offshore platforms and onshore facilities, and Dolphin Steel Sales, L.L.C., which sells steel plate and other steel products. Structures and equipment fabricated by us include: 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; various production, compressor and utility modules; offshore living quarters; foundations for offshore wind projects; towboats; tugboats; offshore support vessels; dry docks; liftboats; tanks and barges. The Company also provides offshore interconnect pipe hook-up, inshore marine construction, manufacture and repair of pressure vessels, heavy lifts such as ship integration and TLP module integration, loading and offloading of jack-up drilling rigs, semi-submersible drilling rigs, TLPs, SPARs or other similar cargo, onshore and offshore scaffolding, piping insulation services, and steel warehousing and sales. 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, 2015 . The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016 . The balance sheet at December 31, 2015 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 Annual Report on Form 10-K for the year ended December 31, 2015 . New Accounting Standards In September 2015, the FASB issued Accounting Standards Update ("ASU") 2015-16, "Business Combinations " (Topic 805), 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. The ASU became effective January 1, 2016. See Note 2 for additional disclosure related to the assets and operations acquired in the LEEVAC transaction. In March 2016, the FASB issued ASU 2016-09, "Compensation—Stock Compensation" (Topic 718), which simplifies 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 in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. The application of this ASU is not expected to have a material impact on our future Consolidated Financial Statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, "Leases", which requires lessees to record most leases on their balance sheets 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. On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in FASB Accounting Standard Codification Topic 605, “Revenue Recognition.” ASU No. 2014-09 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 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted as of interim and annual reporting periods beginning after December 15, 2016. ASU 2014-09 can be applied either retrospectively to each prior period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the effect of this new standard on our financial statements. |
LEEVAC TRANSACTION
LEEVAC TRANSACTION | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
LEEVAC TRANSACTION | LEEVAC TRANSACTION On January 1, 2016, we acquired substantially all of the assets and assumed certain specified liabilities of LEEVAC Shipyards, L.L.C. and its affiliates (“LEEVAC”). The purchase price for the acquisition was $20.0 million , subject to a working capital adjustment whereby we received a dollar-for-dollar reduction for the assumption of certain net liabilities of LEEVAC and settlement payments received from sureties on certain ongoing fabrication projects that were assigned to us in the transaction. After taking into account these adjustments, we received approximately $1.6 million in cash at closing. During the quarter ended September 30, 2016 , we presented our working capital true-up to the seller, which resulted in an additional $1.5 million due from the seller and an adjustment to the initial purchase price accounting values as further discussed below. Included in our consolidated balance sheet as of September 30, 2016 are assets of $21.4 million and liabilities of $21.1 million from the LEEVAC transaction. The results of LEEVAC are included in our consolidated statements operations for the three and nine months ended September 30, 2016 . Revenue and net income (loss) included in our results of operations and attributable to the assets and operations acquired in the LEEVAC transaction were $16.8 million and $(471,000) for the three months ended September 30, 2016 , and $55.9 million and $280,000 for the nine months ended September 30, 2016 , respectively. Revenue for the three and nine months ended September 30, 2016 included $1.5 million and $4.1 million in non-cash amortization of deferred revenue, respectively, related to the values assigned to the contracts acquired in the LEEVAC transaction. The facilities acquired in the LEEVAC transaction are leased and operated under lease and sublease agreements as follows: • Jennings - Leased facilities from a third party for a 180 acre complex five miles east of Jennings, LA on the west bank of the Mermentau River approximately 25 miles north of the Intracoastal waterway. The Jennings complex includes over 100,000 square feet of covered fabrication area and 3,000 feet of water frontage with two launch ways. The lease, including exercisable renewal options, extends through January 2045. • Lake Charles - Subleased facilities from a third party for a 10 acre complex 17 miles from the Gulf of Mexico on the Calcasieu River near Lake Charles, Louisiana. The Lake Charles complex includes 1,100 feet of bulkhead water frontage with a water depth of 40 feet located one mile from the Gulf Intracoastal Waterway and is located near multiple petrochemical plants. The sublease, including exercisable renewal options (subject to sublessor renewals), extends through July 2038. • Houma - Leased facilities from the former owner of LEEVAC Shipyards, currently the Senior Vice President of our Shipyards division, for a 35 acre complex 26 miles from the Gulf of Mexico near Houma, Louisiana. Payment terms are approximately $67,000 per month. The lease expires on the later of December 31, 2016 or 90 days following the completion of the first of two vessels currently under construction at the facility, but no later than August 31, 2017. Upon expiration, we have the option to extend the lease at market rates. Strategically, the LEEVAC transaction expands our marine fabrication and repair and maintenance presence in the Gulf South market. We acquired approximately $121.2 million of new build construction backlog inclusive of approximately $9.2 million of purchase price fair value allocated to four , new build construction projects to be delivered in 2017 and 2018 for two customers. Additionally, we hired 380 employees representing substantially all of the former LEEVAC employees. During the quarter ended September 30, 2016, we presented our working capital true-up to the seller, which resulted in an additional $1.5 million due from the seller that is included within prepaid expenses and other assets as of September 30, 2016. We have recorded adjustments to the initial purchase price accounting values based upon the actual working capital values that we presented. Our working capital true-up resulted from a $2.1 million reduction in the seller payment owed for prepaid contracts and a $3.6 million decrease in the actual value of working capital (primarily accounts receivable and accounts payable) that we received. We also recorded an adjustment of $2.1 million to the purchase price valuation allocated to machinery and equipment. The impact to depreciation expense recorded in prior periods as a result of the increase in purchase price allocated to machinery and equipment was determined to be immaterial. We expect to finalize our purchase price allocation during the fourth quarter of 2016. The tables below present the total cash received as reported in our consolidated statements of cash flows, the amount due from seller and the corresponding preliminary fair values assigned to the assets and liabilities acquired from LEEVAC which includes the effect of the working capital true-up and our updated valuation of machinery and equipment. As of June 30, 2016 Adjustment from working capital true-up Valuation Adjustment Fair Value Assets: Accounts receivable $ 3,544 $ (1,882 ) $ — $ 1,662 Inventory 4,938 724 — 5,662 Prepaid expenses and other assets — 57 — 57 Machinery and equipment 23,056 — 2,118 25,174 Intangible assets (leasehold interests) 2,123 — — 2,123 Liabilities: — Accounts payable and accrued expenses 6,003 2,514 — 8,517 Deferred revenue and below market contracts 29,246 — — 29,246 Net cash received and due from seller upon the acquisition of LEEVAC $ 1,588 $ 3,615 $ (2,118 ) $ 3,085 As of June 30, 2016 Adjustment from working capital true-up Adjusted Consideration received upon acquisition of LEEVAC: Seller payment for prepaid contracts (1) $ 16,942 $ (2,118 ) $ 14,824 Surety payments related to assigned contracts (2) 7,125 — 7,125 24,067 (2,118 ) 21,949 Less: Working capital assumed 2,479 (3,615 ) (1,136 ) Due from seller — 1,497 1,497 Net cash due to the Company at closing 1,588 — 1,588 4,067 (2,118 ) 1,949 Purchase price $ 20,000 $ — $ 20,000 __________ (1) Payment from sellers for customer payments received in advance of progress on contracts assigned to us concurrent with the closing of the LEEVAC transaction. (2) Payments from sureties in connection with the release of further obligations related to contracts assigned to us concurrent with the closing of the LEEVAC transaction. Pro Forma Results of Acquisitions The table below presents our pro forma results of operations for the three and nine months ended September 30, 2015 assuming that we acquired substantially all of the assets and certain specified liabilities of LEEVAC on January 1, 2015 (in thousands): Three Months Ended September 30, 2015 Pro forma adjustments Historical results LEEVAC Adj Pro forma results Revenue $ 67,531 $ 20,024 $ — $ 87,555 Net income (loss) $ (12,137 ) $ 1,215 $ 30 (1) $ (10,892 ) Nine Months Ended September 30, 2015 Pro forma adjustments Historical results LEEVAC Adj Pro forma results Revenue $ 251,102 $ 69,117 $ — $ 320,219 Net income (loss) $ (10,697 ) $ (5,359 ) $ 3,469 (1) $ (12,587 ) ______________ (1) Adjustments to historical results are as follows: Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Effect of purchase price depreciation $ 266 $ 803 Elimination of interest expense 406 1,692 Income taxes (642 ) 974 $ 30 $ 3,469 |
REVENUE AND CONTRACT COSTS
REVENUE AND CONTRACT COSTS | 9 Months Ended |
Sep. 30, 2016 | |
Contractors [Abstract] | |
REVENUE AND CONTRACT COSTS | REVENUE AND CONTRACT COSTS The Company uses the percentage-of-completion accounting method for fabrication contracts. Revenue from fixed-price or 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 amount of gross profit recognized for that period plus labor costs and pass-through costs incurred on the contract during the period. We define pass-through costs as material, freight, equipment rental, and sub-contractor services included in the direct costs of revenue associated with projects. Consequently, pass-through costs are included in revenue but have no impact on the gross profit realized for that particular period. Our pass-through costs as a percentage of revenue for each period presented were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Pass-through costs as a percentage of revenues 33.8 % 45.3 % 35.0 % 43.2 % Costs and estimated earnings in excess of billings on uncompleted contracts at September 30, 2016 was $18.7 million with $10.2 relating to two major customers. Billings in excess of costs and estimated earnings at September 30, 2016 was $7.2 million and included advances of $5.9 million from four major customers. Revenues and gross profit on contracts can be significantly affected by change orders and claims that may not be resolved until the later stages of the contract or after the contract has been completed and delivery occurs. At September 30, 2016 , we included $87,000 in revenue related to change orders on two projects which have been approved as to scope but not price. We expect to resolve these change orders before the end of the fourth quarter of 2016. During the nine months ended September 30, 2016 , we recorded a loss of $358,000 for a single customer related to revenue on change orders recognized in prior periods that were not recovered in our final settlement with the customer. During the third and fourth quarters of 2015, we recorded contract losses of $24.5 million related to a decrease in the contract price due to final weight re-measurements 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 and for the three and nine months ended September 30, 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. |
CONTRACTS RECEIVABLE AND RETAIN
CONTRACTS RECEIVABLE AND RETAINAGE | 9 Months Ended |
Sep. 30, 2016 | |
Contractors [Abstract] | |
CONTRACTS RECEIVABLE AND RETAINAGE | CONTRACTS RECEIVABLE AND RETAINAGE Our customers include major and large independent oil and gas companies, marine companies, and their contractors. Of our contracts receivable balance at September 30, 2016 , $12.1 million , or 45.6% , is with three customers. The significant projects for these three customers consist of: • offshore services projects for two oil and gas customers in our Services segment; and • the fabrication and repair to a deepwater structure for one of our oil and gas customers in our Fabrication segment. At September 30, 2016 , we included an allowance for bad debt of $623,425 in our contract receivable balance. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company bases its 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. • 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. • 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, accounts receivables and accounts payables, approximate their fair values. LEEVAC transaction - We recorded the assets and liabilities acquired from LEEVAC at their estimated fair values. See Note 2. The preliminary values assigned for the valuation of the machinery and equipment we acquired were estimated primarily using the cost method. The cost method uses the concept of replacement and/or reproductive cost of the asset less depreciation due to physical, functional and economic factors, including obsolescence. The preliminary values assigned to the intangible assets (leasehold interest) and below market contracts were calculated using the income method by applying a discounted cash flow model to the differences between the forecasted cash flows and market rates. The significant estimates and assumptions used in calculating these estimates are generally unobservable in the marketplace and reflect management’s estimates of assumptions that market participants would use. Accordingly, we have determined that the fair values assigned to the assets and liabilities acquired in the LEEVAC transaction fall within Level 3 of the fair value hierarchy. Impairment of Assets held for sale - During the third quarter of 2015, we recorded an impairment on assets held for sale consisting of a partially constructed topside, related valves, piping and equipment that we acquired from a customer following its default under a contract for a deepwater project in 2012. Due to the sustained downturn in the oil and gas industry, our ability to effectively market these assets had been significantly limited and potential buyers were no longer expressing interest in the assets. As a result, we reassessed our estimate of fair value and recorded an impairment of $6.6 million . We reclassified the asset’s net realizable value of $3.7 million to inventory based on the estimated scrap value of these materials. We intend to use this inventory on future construction projects at our various fabrication facilities. We determined that our impairment of assets held for sale is a non-recurring fair value measurement that falls within Level 3 of the fair value hierarchy. |
EARNINGS PER SHARE AND SHAREHOL
EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY | EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY Earnings per Share: The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Basic and diluted: Numerator: Net Income (loss) $ 541 $ (12,137 ) $ 7,069 $ (10,697 ) Less: Distributed and undistributed income (unvested restricted stock) 2 24 70 71 Net income attributable to common shareholders $ 539 $ (12,161 ) $ 6,999 $ (10,768 ) Denominator: Weighted-average shares (1) 14,633 14,543 14,621 14,541 Basic and diluted earnings (loss) per share - common shareholders $ 0.04 $ (0.84 ) $ 0.48 $ (0.74 ) ______________ (1) We have no dilutive securities. |
LINE OF CREDIT
LINE OF CREDIT | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
LINE OF CREDIT | LINE OF CREDIT We have a credit agreement with Whitney Bank and JPMorgan Chase Bank N.A. that provides for an $80.0 million revolving credit facility maturing January 2, 2017 . The credit agreement allows the Company to use up to the full amount of the available borrowing base for letters of credit and up to $20.0 million for general corporate purposes. Our obligations under the credit agreement are secured by substantially all of our assets, other than real property located in the state of Louisiana. On February 29, 2016, we entered into an amendment to our credit agreement. The amendment (i) extends the term of the credit agreement from February 29, 2016 to January 2, 2017; (ii) increases the commitment fee on undrawn amounts from 0.25% to 0.50% per annum; (iii) increases the letter of credit fee, subject to certain limited exceptions, to 2.00% per annum on undrawn stated amounts under letters of credit issued by the lenders; and (iv) limits the maximum amount of loans outstanding at any time for general corporate purposes to $20.0 million . Amounts borrowed under our the credit agreement bear interest, at our option, at either the prime lending rate established by JPMorgan Chase Bank, N.A. or LIBOR plus 2.0 percent . Under the amendment, our financial covenants beginning with the quarter ending March 31, 2016 are as follows: (i) minimum net worth requirement of not less than $250.0 million plus: a) 50% of net income earned in each quarter beginning March 31, 2016, and b) 100% of proceeds from any issuance of common stock; (ii) debt to EBITDA ratio not greater than 3.0 to 1.0; and (iii) interest coverage ratio not less than 2.0 to 1.0. At September 30, 2016 , no amounts were outstanding under the credit facility, and we had outstanding letters of credit totaling $4.5 million , reducing the unused portion of our credit facility for additional letters of credit to $75.5 million . As of September 30, 2016 , we were in compliance with all covenants. We are in current negotiations with our lenders and intend to renew our credit facility during the fourth quarter of 2016. |
SEGMENT DISCLOSURES
SEGMENT DISCLOSURES | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT DISCLOSURES | SEGMENT DISCLOSURES In connection with the LEEVAC transaction (See Note 2), management restructured the operation of our business units into three divisions which we believe meet the criteria of reportable segments under GAAP. These segments consist of Fabrication, Shipyards and Services. Fabrication - Our Fabrication division primarily fabricates structures such as offshore drilling and production platforms and other steel structures for customers in the oil and gas industries including jackets and deck sections of fixed production platforms along with pressure vessels. Our Fabrication segment also fabricates structures for alternative energy customers (such as the five jackets and piles we constructed for a shallow water wind turbine project off the coast of Rhode Island during 2015) as well as LNG facilities. We perform these activities out of our fabrication yards in Houma, Louisiana and Ingleside, Texas. Shipyards - Our Shipyards division primarily fabricates and repairs marine vessels including offshore supply vessels, anchor handling vessels, lift boats, tugboats, and towboats. Our Shipyards division also constructs and owns dry docks to lift marine vessels out of the water in order to make repairs or modifications. 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 performs conversion projects that consist of lengthening or modifying the use of existing vessels to enhance their capacity or functionality. We perform these activities out of our facilities in Houma, Jennings and Lake Charles, Louisiana. Services - Our Services division 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 Mexico 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 Southeast for various on-site construction and maintenance activities. In addition, our Services division can fabricate packaged skid units and provide various municipal and drainage projects, such as pump stations, levee reinforcement, bulkheads and other projects for state and local governments. We generally evaluate the performance of, and allocate resources to, our segments based upon gross profit (loss) and operating income (loss). Segment assets are comprised of all assets attributable to each segment. Corporate administrative costs and overhead are generally allocated to our segments except for those costs that are not directly related to the operations of our divisions. Intersegment revenues are priced at the estimated fair value of work performed. Summarized financial information concerning our segments as of and for the three and nine months ended September 30, 2016 and 2015 is as follows (in thousands): Three Months Ended September 30, 2016 Fabrication Shipyards (1), (2) Services Corp. & Eliminations Consolidated Revenue $ 22,311 $ 23,060 $ 20,928 $ (915 ) $ 65,384 Gross profit 532 1,877 2,850 — 5,259 Operating income (loss) (949 ) (188 ) 1,310 — 173 Total assets 285,320 75,779 100,781 (124,668 ) 337,212 Depreciation expense 4,637 1,183 443 123 6,386 CAPEX 1,228 318 565 14 2,125 Three Months Ended September 30, 2015 Fabrication Shipyards (1) Services Corp. & Eliminations Consolidated Revenue $ 32,133 $ 12,936 $ 23,487 $ (1,025 ) $ 67,531 Gross profit (loss) (14,009 ) 1,937 4,235 — (7,837 ) Operating income (loss) (22,747 ) 1,545 3,241 (274 ) (18,235 ) Total assets 363,710 54,726 90,567 (171,967 ) 337,036 Depreciation expense 5,495 480 432 127 6,534 CAPEX 1,054 662 382 1 2,099 Nine Months Ended September 30, 2016 Fabrication Shipyards (1), (2) Services Corp. & Eliminations Consolidated Revenue $ 70,436 $ 86,553 $ 76,179 $ (2,304 ) $ 230,864 Gross profit 4,418 9,595 11,012 — 25,025 Operating income (loss) (61 ) 3,720 6,893 (160 ) 10,392 Total assets 285,320 75,779 100,781 (124,668 ) 337,212 Depreciation expense 14,081 3,507 1,342 332 19,262 CAPEX 2,539 534 1,612 730 5,415 Nine Months Ended September 30, 2015 Fabrication Shipyards (1) Services Corp. & Eliminations Consolidated Revenue $ 137,431 $ 47,177 $ 70,987 $ (4,493 ) $ 251,102 Gross profit (loss) (14,055 ) 6,022 10,449 — 2,416 Operating income (loss) (27,681 ) 4,779 7,441 (540 ) (16,001 ) Total assets 363,710 54,726 90,567 (171,967 ) 337,036 Depreciation expense 16,554 1,438 1,297 385 19,674 CAPEX 2,737 998 1,243 74 5,052 ____________ (1) Included in our results of operations for our Shipyards segment were revenue and net income (loss) of $16.8 million and $(471,000) , for the three months ended September 30, 2016 , and $55.9 million and $280,000 for the nine months ended September 30, 2016 , respectively, attributable to the assets and operations acquired in the LEEVAC transaction. No amounts were included in the comparable 2015 periods as the LEEVAC transaction was effective January 1, 2016. See also Note 2. (2) Revenue for the three and nine months ended September 30, 2016 includes $1.5 million and $4.1 million of non-cash amortization of deferred revenue, respectively, related to the values assigned to contracts acquired in the LEEVAC transaction. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On October 27, 2016 , our Board of Directors declared a dividend of $ 0.01 per share on our shares of common stock outstanding, payable November 23, 2016 to shareholders of record on November 10, 2016 . On October 21, 2016, a customer of our Shipyards’ segment announced it had received limited waivers from its lenders and noteholders through November 11, 2016 with respect to noncompliance with certain financial covenants included in the customer’s debt agreements. The customer also announced its debt agreements will require further negotiation and amendment. In the event our customer is unsuccessful in these efforts, the customer will consider other options including a possible reorganization under Chapter 11 of the Federal bankruptcy laws. At September 30, 2016, no contracts receivable were outstanding and deferred revenue exceeded our costs and estimated earnings in excess of billings on this contract. We continue to monitor our work performed in relation to our customer’s status and its ability to pay under the terms of its contract. Based on our evaluation to date, we do not believe that any loss on this contract is probable or estimable at this time. |
Organization and Summary of S16
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
New Accounting Standards | New Accounting Standards In September 2015, the FASB issued Accounting Standards Update ("ASU") 2015-16, "Business Combinations " (Topic 805), 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. The ASU became effective January 1, 2016. See Note 2 for additional disclosure related to the assets and operations acquired in the LEEVAC transaction. In March 2016, the FASB issued ASU 2016-09, "Compensation—Stock Compensation" (Topic 718), which simplifies 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 in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. The application of this ASU is not expected to have a material impact on our future Consolidated Financial Statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, "Leases", which requires lessees to record most leases on their balance sheets 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. On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in FASB Accounting Standard Codification Topic 605, “Revenue Recognition.” ASU No. 2014-09 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 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted as of interim and annual reporting periods beginning after December 15, 2016. ASU 2014-09 can be applied either retrospectively to each prior period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the effect of this new standard on our financial statements. |
LEEVAC Transaction (Tables)
LEEVAC Transaction (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedules of Net Cash Received Upon Acquisition | The tables below present the total cash received as reported in our consolidated statements of cash flows, the amount due from seller and the corresponding preliminary fair values assigned to the assets and liabilities acquired from LEEVAC which includes the effect of the working capital true-up and our updated valuation of machinery and equipment. As of June 30, 2016 Adjustment from working capital true-up Valuation Adjustment Fair Value Assets: Accounts receivable $ 3,544 $ (1,882 ) $ — $ 1,662 Inventory 4,938 724 — 5,662 Prepaid expenses and other assets — 57 — 57 Machinery and equipment 23,056 — 2,118 25,174 Intangible assets (leasehold interests) 2,123 — — 2,123 Liabilities: — Accounts payable and accrued expenses 6,003 2,514 — 8,517 Deferred revenue and below market contracts 29,246 — — 29,246 Net cash received and due from seller upon the acquisition of LEEVAC $ 1,588 $ 3,615 $ (2,118 ) $ 3,085 As of June 30, 2016 Adjustment from working capital true-up Adjusted Consideration received upon acquisition of LEEVAC: Seller payment for prepaid contracts (1) $ 16,942 $ (2,118 ) $ 14,824 Surety payments related to assigned contracts (2) 7,125 — 7,125 24,067 (2,118 ) 21,949 Less: Working capital assumed 2,479 (3,615 ) (1,136 ) Due from seller — 1,497 1,497 Net cash due to the Company at closing 1,588 — 1,588 4,067 (2,118 ) 1,949 Purchase price $ 20,000 $ — $ 20,000 __________ (1) Payment from sellers for customer payments received in advance of progress on contracts assigned to us concurrent with the closing of the LEEVAC transaction. (2) Payments from sureties in connection with the release of further obligations related to contracts assigned to us concurrent with the closing of the LEEVAC transaction. |
Pro Forma Results of Operations Assuming LEEVAC Acquisition | The table below presents our pro forma results of operations for the three and nine months ended September 30, 2015 assuming that we acquired substantially all of the assets and certain specified liabilities of LEEVAC on January 1, 2015 (in thousands): Three Months Ended September 30, 2015 Pro forma adjustments Historical results LEEVAC Adj Pro forma results Revenue $ 67,531 $ 20,024 $ — $ 87,555 Net income (loss) $ (12,137 ) $ 1,215 $ 30 (1) $ (10,892 ) Nine Months Ended September 30, 2015 Pro forma adjustments Historical results LEEVAC Adj Pro forma results Revenue $ 251,102 $ 69,117 $ — $ 320,219 Net income (loss) $ (10,697 ) $ (5,359 ) $ 3,469 (1) $ (12,587 ) ______________ (1) Adjustments to historical results are as follows: Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Effect of purchase price depreciation $ 266 $ 803 Elimination of interest expense 406 1,692 Income taxes (642 ) 974 $ 30 $ 3,469 |
Revenue and Contract Costs (Tab
Revenue and Contract Costs (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Contractors [Abstract] | |
Pass-through Costs as a Percentage of Revenue | Our pass-through costs as a percentage of revenue for each period presented were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Pass-through costs as a percentage of revenues 33.8 % 45.3 % 35.0 % 43.2 % |
Earnings Per Share and Shareh19
Earnings Per Share and Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Basic and diluted: Numerator: Net Income (loss) $ 541 $ (12,137 ) $ 7,069 $ (10,697 ) Less: Distributed and undistributed income (unvested restricted stock) 2 24 70 71 Net income attributable to common shareholders $ 539 $ (12,161 ) $ 6,999 $ (10,768 ) Denominator: Weighted-average shares (1) 14,633 14,543 14,621 14,541 Basic and diluted earnings (loss) per share - common shareholders $ 0.04 $ (0.84 ) $ 0.48 $ (0.74 ) ______________ (1) We have no dilutive securities. |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Summarized Segment Financial Information | Summarized financial information concerning our segments as of and for the three and nine months ended September 30, 2016 and 2015 is as follows (in thousands): Three Months Ended September 30, 2016 Fabrication Shipyards (1), (2) Services Corp. & Eliminations Consolidated Revenue $ 22,311 $ 23,060 $ 20,928 $ (915 ) $ 65,384 Gross profit 532 1,877 2,850 — 5,259 Operating income (loss) (949 ) (188 ) 1,310 — 173 Total assets 285,320 75,779 100,781 (124,668 ) 337,212 Depreciation expense 4,637 1,183 443 123 6,386 CAPEX 1,228 318 565 14 2,125 Three Months Ended September 30, 2015 Fabrication Shipyards (1) Services Corp. & Eliminations Consolidated Revenue $ 32,133 $ 12,936 $ 23,487 $ (1,025 ) $ 67,531 Gross profit (loss) (14,009 ) 1,937 4,235 — (7,837 ) Operating income (loss) (22,747 ) 1,545 3,241 (274 ) (18,235 ) Total assets 363,710 54,726 90,567 (171,967 ) 337,036 Depreciation expense 5,495 480 432 127 6,534 CAPEX 1,054 662 382 1 2,099 Nine Months Ended September 30, 2016 Fabrication Shipyards (1), (2) Services Corp. & Eliminations Consolidated Revenue $ 70,436 $ 86,553 $ 76,179 $ (2,304 ) $ 230,864 Gross profit 4,418 9,595 11,012 — 25,025 Operating income (loss) (61 ) 3,720 6,893 (160 ) 10,392 Total assets 285,320 75,779 100,781 (124,668 ) 337,212 Depreciation expense 14,081 3,507 1,342 332 19,262 CAPEX 2,539 534 1,612 730 5,415 Nine Months Ended September 30, 2015 Fabrication Shipyards (1) Services Corp. & Eliminations Consolidated Revenue $ 137,431 $ 47,177 $ 70,987 $ (4,493 ) $ 251,102 Gross profit (loss) (14,055 ) 6,022 10,449 — 2,416 Operating income (loss) (27,681 ) 4,779 7,441 (540 ) (16,001 ) Total assets 363,710 54,726 90,567 (171,967 ) 337,036 Depreciation expense 16,554 1,438 1,297 385 19,674 CAPEX 2,737 998 1,243 74 5,052 ____________ (1) Included in our results of operations for our Shipyards segment were revenue and net income (loss) of $16.8 million and $(471,000) , for the three months ended September 30, 2016 , and $55.9 million and $280,000 for the nine months ended September 30, 2016 , respectively, attributable to the assets and operations acquired in the LEEVAC transaction. No amounts were included in the comparable 2015 periods as the LEEVAC transaction was effective January 1, 2016. See also Note 2. (2) Revenue for the three and nine months ended September 30, 2016 includes $1.5 million and $4.1 million of non-cash amortization of deferred revenue, respectively, related to the values assigned to contracts acquired in the LEEVAC transaction. |
Organization and Summary of S21
Organization and Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2016segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 3 |
LEEVAC Transaction - Narrative
LEEVAC Transaction - Narrative (Details) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Jan. 01, 2016USD ($)ft²aemployeeCustomervesselProjectft | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||
Total assets | $ 337,212,000 | $ 337,212,000 | $ 337,036,000 | $ 337,212,000 | $ 337,036,000 | $ 316,923,000 | ||
Liabilities | 71,097,000 | 71,097,000 | 71,097,000 | $ 59,726,000 | ||||
Revenues | 65,384,000 | 67,531,000 | 230,864,000 | 251,102,000 | ||||
Net income (loss) | 541,000 | (12,137,000) | 7,069,000 | (10,697,000) | ||||
Recognition of deferred revenue | 4,114,000 | 0 | ||||||
LEEVAC | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | 20,000,000 | $ 20,000,000 | $ 20,000,000 | |||||
Net cash received at closing | 1,588,000 | $ 1,588,000 | 1,600,000 | 1,588,000 | 1,588,000 | |||
Due from seller | 1,497,000 | |||||||
Total assets | 21,400,000 | 21,400,000 | 21,400,000 | |||||
Liabilities | $ 21,100,000 | 21,100,000 | 21,100,000 | |||||
Revenues | 16,800,000 | 20,024,000 | 55,900,000 | 69,117,000 | ||||
Net income (loss) | (471,000) | $ 1,215,000 | 280,000 | $ (5,359,000) | ||||
Recognition of deferred revenue | 1,500,000 | $ 4,100,000 | ||||||
Build construction backlog acquired | 121,200,000 | |||||||
Build construction acquired, purchase price fair value allocated | $ 9,200,000 | |||||||
Number of build construction projects in backlog acquired | Project | 4 | |||||||
Third party customers with backlog acquired | Customer | 2 | |||||||
Employees hired upon acquisition | employee | 380 | |||||||
Seller payment for prepaid contracts | (2,118,000) | |||||||
Working capital assumed | (3,615,000) | |||||||
Business combination, initial accounting incomplete, adjustment to machinery and equipment | $ 2,118,000 | |||||||
Jennings | LEEVAC | ||||||||
Business Acquisition [Line Items] | ||||||||
Area of leased facility | a | 180 | |||||||
Covered fabrication area acquired (greater than) | ft² | 100,000 | |||||||
Water frontage acquired | ft | 3,000 | |||||||
Lake Charles | LEEVAC | ||||||||
Business Acquisition [Line Items] | ||||||||
Area of leased facility | a | 10 | |||||||
Water frontage acquired | ft | 1,100 | |||||||
Houma | LEEVAC | ||||||||
Business Acquisition [Line Items] | ||||||||
Area of leased facility | a | 35 | |||||||
Monthly rental payment | $ 67,000 | |||||||
Lease expiration period after completion of vessels | 90 days | |||||||
Number of vessels under construction at the leased facility | vessel | 2 |
LEEVAC Transaction - Assets and
LEEVAC Transaction - Assets and Liabilities Acquired (Details) - LEEVAC - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | |
Assets: | ||
Accounts receivable | $ 1,662 | $ 3,544 |
Inventory | 5,662 | 4,938 |
Prepaid expenses and other assets | 57 | 0 |
Machinery and equipment | 25,174 | 23,056 |
Intangible assets (leasehold interests) | 2,123 | 2,123 |
Liabilities: | ||
Accounts payable and accrued expenses | 8,517 | 6,003 |
Deferred revenue and below market contracts | 29,246 | 29,246 |
Net cash received and due from seller upon the acquisition of LEEVAC | 3,085 | $ 1,588 |
Adjustment from working capital true-up | ||
Accounts receivable | (1,882) | |
Inventory | 724 | |
Prepaid expenses and other assets | 57 | |
Accounts payable and accrued expenses | 2,514 | |
Net cash received and due from seller upon the acquisition of LEEVAC | 3,615 | |
Valuation Adjustment | ||
Machinery and equipment | 2,118 | |
Net cash received and due from seller upon the acquisition of LEEVAC | $ (2,118) |
LEEVAC Transaction - Considerat
LEEVAC Transaction - Consideration Sources (Details) - LEEVAC - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 | Jan. 01, 2016 | Sep. 30, 2016 |
Consideration received upon acquisition of LEEVAC: | ||||
Seller payment for prepaid contracts | $ 14,824,000 | $ 16,942,000 | $ 14,824,000 | |
Surety payments related to assigned contracts | 7,125,000 | 7,125,000 | 7,125,000 | |
Cash received | 21,949,000 | 24,067,000 | 21,949,000 | |
Less: | ||||
Working capital assumed | (1,136,000) | 2,479,000 | (1,136,000) | |
Due from seller | 1,497,000 | 0 | 1,497,000 | |
Net cash due to the Company at closing | 1,588,000 | 1,588,000 | $ 1,600,000 | 1,588,000 |
Working capital assumed and net cash due | 1,949,000 | 4,067,000 | 1,949,000 | |
Purchase price | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | |
Adjustment from working capital true-up | ||||
Seller payment for prepaid contracts | (2,118,000) | |||
Cash received | (2,118,000) | |||
Working capital assumed | (3,615,000) | |||
Due from seller | 1,497,000 | |||
Working capital assumed and net cash due | $ (2,118,000) |
LEEVAC Transaction - Pro Forma
LEEVAC Transaction - Pro Forma Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenue | $ 65,384 | $ 67,531 | $ 230,864 | $ 251,102 |
Net income (loss) | 541 | (12,137) | 7,069 | (10,697) |
Pro forma revenue | 87,555 | 320,219 | ||
Pro forma net income (loss) | (10,892) | (12,587) | ||
Pro Forma Adjustment to Historical Results | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenue | 0 | 0 | ||
Net income (loss) | 30 | 3,469 | ||
Effect of purchase price depreciation | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net income (loss) | 266 | 803 | ||
Elimination of interest expense | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net income (loss) | 406 | 1,692 | ||
Income taxes | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net income (loss) | (642) | 974 | ||
LEEVAC | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenue | 16,800 | 20,024 | 55,900 | 69,117 |
Net income (loss) | $ (471) | $ 1,215 | $ 280 | $ (5,359) |
Revenue and Contract Costs - Na
Revenue and Contract Costs - Narrative (Details) $ in Thousands | 6 Months Ended | 9 Months Ended |
Dec. 31, 2015USD ($) | Sep. 30, 2016USD ($)CustomerProject | |
Long-term Contracts or Programs Disclosure [Line Items] | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 12,822 | $ 18,679 |
Number of major customers | Customer | 2 | |
Billings in excess of costs and estimated earnings | 7,081 | $ 7,154 |
Customer advances | $ 5,900 | |
Number of major customers, advances | Customer | 4 | |
Loss related to disputed change orders | $ 358 | |
Project, Approved Scope, Unapproved Price | ||
Long-term Contracts or Programs Disclosure [Line Items] | ||
Revenue | $ 87 | |
Number of projects | Project | 2 | |
Large Deepwater Project, Recently Delivered | ||
Long-term Contracts or Programs Disclosure [Line Items] | ||
Contract losses | $ 24,500 | |
Two Major Customer | Customer Concentration Risk | Costs in Excess of Billings | ||
Long-term Contracts or Programs Disclosure [Line Items] | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 10,200 |
Revenue and Contract Costs - Pa
Revenue and Contract Costs - Pass Through Costs (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Contractors [Abstract] | ||||
Pass-through costs as a percentage of revenues | 33.80% | 45.30% | 35.00% | 43.20% |
Contracts Receivable and Reta28
Contracts Receivable and Retainage (Details) | 9 Months Ended | |
Sep. 30, 2016USD ($)Customer | Dec. 31, 2015USD ($) | |
Long-term Contracts or Programs Disclosure [Line Items] | ||
Contract receivable | $ | $ 26,619,000 | $ 47,060,000 |
Allowance for bad debt | $ | 623,425 | |
Top 5 Customers | ||
Long-term Contracts or Programs Disclosure [Line Items] | ||
Contract receivable | $ | $ 12,100,000 | |
Percentage of contract receivable | 45.60% | |
Number of major customers, contracts receivables | Customer | 3 | |
Services | Top 5 Customers | ||
Long-term Contracts or Programs Disclosure [Line Items] | ||
Number of oil and gas customers | Customer | 2 | |
Fabrication | Top 5 Customers | ||
Long-term Contracts or Programs Disclosure [Line Items] | ||
Number of oil and gas customers | Customer | 1 |
Fair Value Measurement - Proper
Fair Value Measurement - Property, Plant, and Equipment Reclassified (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | ||||
Asset impairment | $ 0 | $ 6,600 | $ 0 | $ 6,600 |
Reclassification from assets held for sale to inventory | $ 3,700 |
Earnings Per Share and Shareh30
Earnings Per Share and Shareholders' Equity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net income (loss) | $ 541 | $ (12,137) | $ 7,069 | $ (10,697) |
Less: Distributed and undistributed income (unvested restricted stock) | 2 | 24 | 70 | 71 |
Net income attributable to common shareholders | $ 539 | $ (12,161) | $ 6,999 | $ (10,768) |
Denominator: | ||||
Weighted-average shares (in shares) | 14,633 | 14,543 | 14,621 | 14,541 |
Basic and diluted earnings (loss) per share - common shareholders (usd per share) | $ 0.04 | $ (0.84) | $ 0.48 | $ (0.74) |
Line of Credit (Details)
Line of Credit (Details) | Feb. 29, 2016 | Feb. 28, 2016 | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) |
Line of Credit Facility [Line Items] | ||||
Revolving credit facility | $ 80,000,000 | $ 80,000,000 | ||
Revolving credit facility, maturity date | Jan. 2, 2017 | |||
Available borrowings for general corporate purposes | 20,000,000 | $ 20,000,000 | ||
Financial covenants, minimum net worth | $ 250,000,000 | $ 250,000,000 | ||
Financial covenants, percent of net income added to net worth requirement | 50.00% | 50.00% | ||
Financial covenants, percent of proceeds from stock issuance added to net worth requirement | 100.00% | 100.00% | ||
Financial covenants, maximum EBITDA ratio | 3 | 3 | ||
Financial covenants, minimum interest coverage ratio | 2 | 2 | ||
Revolving credit facility, borrowings outstanding | $ 0 | $ 0 | ||
Total outstanding letters of credit | $ 4,500,000 | 4,500,000 | ||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility, unused annual commitment fee | 0.50% | 0.25% | ||
Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility, unused annual commitment fee | 2.00% | |||
Credit facility, unused portion | $ 75,500,000 | $ 75,500,000 | ||
London Interbank Offered Rate (LIBOR) | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.00% |
Segment Disclosures (Details)
Segment Disclosures (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)segment | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||
Divisions | segment | 3 | ||||
Revenue | $ 65,384 | $ 67,531 | $ 230,864 | $ 251,102 | |
Gross profit | 5,259 | (7,837) | 25,025 | 2,416 | |
Operating income (loss) | 173 | (18,235) | 10,392 | (16,001) | |
Total assets | 337,212 | 337,036 | 337,212 | 337,036 | $ 316,923 |
Depreciation expense | 6,386 | 6,534 | 19,262 | 19,674 | |
CAPEX | 2,125 | 2,099 | 5,415 | 5,052 | |
Net income (loss) | 541 | (12,137) | 7,069 | (10,697) | |
Recognition of deferred revenue | 4,114 | 0 | |||
Operating Segments | Fabrication | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 22,311 | 32,133 | 70,436 | 137,431 | |
Gross profit | 532 | (14,009) | 4,418 | (14,055) | |
Operating income (loss) | (949) | (22,747) | (61) | (27,681) | |
Total assets | 285,320 | 363,710 | 285,320 | 363,710 | |
Depreciation expense | 4,637 | 5,495 | 14,081 | 16,554 | |
CAPEX | 1,228 | 1,054 | 2,539 | 2,737 | |
Operating Segments | Shipyards | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 23,060 | 12,936 | 86,553 | 47,177 | |
Gross profit | 1,877 | 1,937 | 9,595 | 6,022 | |
Operating income (loss) | (188) | 1,545 | 3,720 | 4,779 | |
Total assets | 75,779 | 54,726 | 75,779 | 54,726 | |
Depreciation expense | 1,183 | 480 | 3,507 | 1,438 | |
CAPEX | 318 | 662 | 534 | 998 | |
Operating Segments | Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 20,928 | 23,487 | 76,179 | 70,987 | |
Gross profit | 2,850 | 4,235 | 11,012 | 10,449 | |
Operating income (loss) | 1,310 | 3,241 | 6,893 | 7,441 | |
Total assets | 100,781 | 90,567 | 100,781 | 90,567 | |
Depreciation expense | 443 | 432 | 1,342 | 1,297 | |
CAPEX | 565 | 382 | 1,612 | 1,243 | |
Corp. & Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (915) | (1,025) | (2,304) | (4,493) | |
Gross profit | 0 | 0 | 0 | 0 | |
Operating income (loss) | 0 | (274) | (160) | (540) | |
Total assets | (124,668) | (171,967) | (124,668) | (171,967) | |
Depreciation expense | 123 | 127 | 332 | 385 | |
CAPEX | 14 | 1 | 730 | 74 | |
LEEVAC | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 16,800 | 20,024 | 55,900 | 69,117 | |
Total assets | 21,400 | 21,400 | |||
Net income (loss) | (471) | $ 1,215 | 280 | $ (5,359) | |
Recognition of deferred revenue | $ 1,500 | $ 4,100 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 27, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Subsequent Event [Line Items] | |||||
Dividends declared per share (usd per share) | $ 0.01 | $ 0.10 | $ 0.03 | $ 0.30 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividends declared, date | Oct. 27, 2016 | ||||
Dividends declared per share (usd per share) | $ 0.01 | ||||
Dividends declared, payable date | Nov. 23, 2016 | ||||
Dividends declared, record date | Nov. 10, 2016 | ||||
Customer Concentration Risk | Costs in Excess of Billings | Collectibility of Receivables | |||||
Subsequent Event [Line Items] | |||||
Contracts receivable | $ 0 | $ 0 |