NEW YORK, Nov. 14, 2025 (GLOBE NEWSWIRE) -- Halper Sadeh LLC, an investor rights law firm, is investigating the following companies for potential violations of the federal securities laws and/or breaches of fiduciary duties to shareholders relating to: TreeHouse Foods, Inc. (NYSE: THS)’s sale to Industrial F&B Investments III Inc. for $22.50 in cash per share plus a contingent value right. If you are a TreeHouse shareholder, click here to learn more about your rights and options. Gulf Island Fabrication, In ...

Merger and Acquisitions - The company entered into a Merger Agreement with IES Holdings, Inc., with each share of common stock to be converted into $12.00 in cash if the transaction is completed [114]. - The Pending Transaction is expected to close in the first quarter of 2026, subject to customary closing conditions and shareholder approval [116]. - The company acquired the Automation Business on May 12, 2025, and the Engineering and Government Businesses on June 16, 2025, integrating these into its Fabrication and Services Divisions respectively [118]. - The Englobal Acquisition completed in Q2 2025 broadened service offerings and expanded the customer base, contributing to the increase in project awards [129]. Financial Performance - Revenue for Q3 2025 was $51.5 million, up from $37.6 million in Q3 2024, marking an increase of 37% [137]. - Gross profit for Q3 2025 was $4.9 million, with a gross profit margin of 9.5%, compared to $4.7 million and 12.4% in Q3 2024 [137]. - Consolidated revenue for the nine months ended September 30, 2025 was $129.4 million, an increase of 6.2% from $121.8 million in 2024 [156]. - Net income for the nine months ended September 30, 2025 was $4.8 million, down from $10.4 million in 2024, reflecting a decrease of 54.0% [155]. - Revenue for the Services Division decreased by 7.6% to $63.3 million in 2025 from $68.5 million in 2024 [162]. - Revenue for the Fabrication Division increased by 26.6% to $67.1 million in 2025 compared to $53.0 million in 2024 [166]. Project Awards and Backlog - In Q3 2025, new project awards totaled $81.5 million, a significant increase from $36.9 million in Q3 2024, representing a growth of 120% [134]. - The backlog as of September 30, 2025, was $36.8 million, with large structural steel components projects representing approximately 65% of this backlog [136]. - New project awards for the Services Division in 2025 were $28.7 million, up from $20.2 million in 2024, representing an increase of 42.3% [145]. - New project awards for the Fabrication Division surged to $53.2 million in 2025 from $16.9 million in 2024, a significant increase of 216.5% [148]. - New project awards for the Fabrication Division rose significantly to $78.2 million in 2025 from $52.8 million in 2024, an increase of $25.4 million [166]. Operational Challenges and Strategies - Oil and gas price volatility has significantly impacted the company's end markets, leading to reduced bidding activity and increased project costs [120]. - The company is focused on expanding its skilled workforce to enhance project execution and improve retention amid labor shortages [123]. - Efforts are being made to improve resource utilization and consolidate operations, including the sale of certain real property in Q1 2024 [124]. - The strategic transformation includes enhancing project execution, maintaining bidding discipline, and increasing the mix of time and materials contracts [125]. - The company plans to address costs associated with the integration of the Englobal Business and underutilization of facilities in the Fabrication Division [189]. Cash Flow and Capital Expenditures - Cash provided by operating activities for the nine months ended September 30, 2025, was $7.6 million, a decrease of 52.3% from $15.9 million in 2024 [181]. - Cash used in investing activities for the nine months ended September 30, 2025, was $7.2 million, significantly lower than $30.7 million in 2024 [182]. - The company anticipates capital expenditures of approximately $1.0 million to $1.5 million for the remainder of 2025 [187]. - The company believes its cash, cash equivalents, and short-term investments will be sufficient to fund operating expenses and capital requirements for the remainder of 2025 [188]. General and Administrative Expenses - General and administrative expense for 2025 was $3.7 million, an increase of 22.3% from $3.0 million in 2024 [140]. - General and administrative expense for the nine months ended September 30, 2025 was $10.2 million, an increase of 3.6% from $9.8 million in 2024 [158]. - General and administrative expenses for the Corporate Division decreased by 15.9% to $5.3 million in 2025 from $6.3 million in 2024 [171]. Market Diversification and Future Outlook - The company aims to diversify its customer base and reduce reliance on the offshore oil and gas sector by pursuing new growth markets [126]. - The company is focusing on diversifying its revenue mix by fabricating onshore modules and structures for refining, petrochemical, and alternative energy markets [129]. - The company is pursuing opportunities in offshore wind projects, with ongoing fabrication of wind turbine foundations for emerging markets [129]. - The company anticipates improvement in subsea fabrication activity in Q4 2025 and 2026, driven by developments in the Gulf of America, Guyana, and Brazil [128]. Regulatory Environment - Recent regulatory changes under the One Big Beautiful Bill Act are not expected to have a material impact on the company's financial statements [121]. Corporate Financial Position - Total cash, cash equivalents, short-term investments, and restricted cash amounted to $64.6 million as of September 30, 2025 [173]. - Working capital was reported at $84.8 million as of September 30, 2025, including $64.6 million in cash and equivalents [175]. - The company has a shelf registration statement effective with the SEC, allowing it to issue up to $200 million in debt or equity securities [185]. - The increase in contract receivables and retainage was $11.0 million, primarily due to higher receivable positions on various projects [181]. - The company reported a decrease in contract liabilities of $1.7 million, mainly due to lower advance billings on various projects [181].

Financial Performance - Consolidated revenue for Q3 2025 was $51.5 million, a 37.5% increase from $37.6 million in Q3 2024[7] - Adjusted EBITDA for Q3 2025 was $2.5 million, down from $2.9 million in the prior year period[7] - Revenue for Q3 2025 was $51,540,000, compared to $37,538,000 in Q2 2025 and $37,640,000 in Q3 2024, marking a 37% increase from the previous quarter[28] - Gross profit for Q3 2025 was $4,880,000, up from $3,561,000 in Q2 2025 and $4,656,000 in Q3 2024, indicating a 37% increase quarter-over-quarter[28] - Net income for Q3 2025 was $1,559,000, a recovery from a net loss of $574,000 in Q2 2025 and a decrease from $2,317,000 in Q3 2024[28] - Basic income per share for Q3 2025 was $0.10, compared to a loss of $0.04 in Q2 2025 and a profit of $0.14 in Q3 2024[28] - The company reported an operating income of $1,146,000 in Q3 2025, recovering from an operating loss of $1,079,000 in Q2 2025[28] - For the three months ended September 30, 2025, the operating loss was $1,828 million, an improvement from a loss of $3,055 million in the previous quarter[33] - Adjusted EBITDA for the nine months ended September 30, 2025, was a loss of $4,728 million, compared to a loss of $5,808 million for the same period in 2024[33] Revenue Breakdown - Services division revenue increased by $1.2 million, or 6.2%, to $21.5 million, primarily due to the Englobal government services business[8] - Fabrication division revenue rose by $13.4 million, or 78.6%, to $30.6 million, driven by large structural steel components projects[11] - Operating income for the services division was $0.8 million, down from $1.4 million in Q3 2024[10] - Fabrication division's EBITDA increased to $2.9 million, up from $2.7 million in the prior year period[12] - The Services Division reported revenue of $21,494,000 in Q3 2025, slightly down from $21,978,000 in Q2 2025 but up from $20,245,000 in Q3 2024[32] - The Fabrication Division achieved revenue of $30,551,000 in Q3 2025, a substantial increase from $15,845,000 in Q2 2025 and $17,110,000 in Q3 2024, representing a 93% increase quarter-over-quarter[32] Cash and Debt Position - The company had a cash and short-term investments balance of $64.6 million as of September 30, 2025[14] - Total debt stood at $19.0 million, with an estimated fair value of $13.3 million[14] - Total current assets increased to $118,242 thousand as of September 30, 2025, up from $105,409 thousand at December 31, 2024[38] - Cash and cash equivalents decreased to $23,206 thousand as of September 30, 2025, down from $27,284 thousand at December 31, 2024[38] - Net cash provided by operating activities for the nine months ended September 30, 2025, was $7,614 thousand, compared to $15,943 thousand for the same period in 2024[40] - Total liabilities increased to $52,422 thousand as of September 30, 2025, from $40,114 thousand at December 31, 2024[38] Acquisition and Integration - The company entered into a definitive agreement to be acquired by IES Holdings, Inc., with shareholders set to receive $12.00 per share in cash[17] - The company incurred transaction and integration costs of $0.1 million for the three months ended September 30, 2025, related to the Englobal Acquisition[34] Project Awards and Inventory - New project awards for Q3 2025 reached $81,474,000, a significant increase from $32,131,000 in Q2 2025 and $36,902,000 in Q3 2024, representing a year-over-year growth of 120%[28] - Inventory increased to $2,716 thousand as of September 30, 2025, compared to $1,907 thousand at December 31, 2024[38] - The company reported a significant gain of $2.9 million from the sale of excess property in the Fabrication division for the nine months ended September 30, 2024[34]

Core Insights - Gulf Island Fabrication, Inc. reported strong third-quarter results for 2025, with revenue of $51.5 million, an increase from $37.6 million in the prior year period, and adjusted EBITDA of $2.5 million, down from $2.9 million [4][6]. Financial Performance - Consolidated revenue for Q3 2025 was $51.5 million, compared to $37.6 million in Q3 2024, representing a year-over-year increase of 37.9% [6]. - Net income for Q3 2025 was $1.6 million, a decrease from $2.3 million in Q3 2024 [6]. - Adjusted EBITDA for Q3 2025 was $2.5 million, down from $2.9 million in the prior year [6]. - The Services Division generated revenue of $21.5 million, a 6.2% increase from the previous year, primarily due to the Englobal government services business [7]. - The Fabrication Division saw revenue of $30.6 million, a significant increase of 78.6% compared to Q3 2024, driven by large structural steel components projects [10]. Division Performance - Services Division operating income was $0.8 million, down from $1.4 million in Q3 2024, with EBITDA of $1.3 million, a decrease from $1.9 million [8]. - Fabrication Division operating income was $2.1 million, slightly up from $2.0 million in Q3 2024, with EBITDA increasing to $2.9 million from $2.7 million [11]. - The Corporate Division reported an operating loss of $1.8 million for both Q3 2025 and Q3 2024, with adjusted EBITDA losses of $1.7 million [12]. Strategic Developments - The company is focusing on business diversification, highlighted by the acquisition of Englobal and contracts in infrastructure and government services, such as the rebuild of the Francis Scott Key Bridge [5]. - Gulf Island entered into a definitive agreement to be acquired by IES Holdings, Inc., with shareholders expected to receive $12.00 per share in cash upon completion of the transaction [16]. Balance Sheet and Liquidity - As of September 30, 2025, the company had cash and short-term investments totaling $64.6 million, with total debt of $19.0 million at a fixed interest rate of 3.0% [13]. - The estimated fair value of the debt was $13.3 million based on market interest rates [13]. Share Repurchase Activity - During Q3 2025, the company repurchased 42,761 shares for $0.3 million at an average price of $6.75 per share, but has suspended further repurchases due to the pending acquisition [14].

Core Points - Class Action Attorney Juan Monteverde's firm, Monteverde & Associates PC, is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1] - The firm is investigating Gulf Island Fabrication, Inc. (NASDAQ: GIFI) regarding its proposed sale to IES Holdings, Inc., where Gulf Island shareholders are set to receive $12.00 in cash per share [1] Company Information - Monteverde & Associates PC is headquartered in the Empire State Building, New York City, and specializes in class action securities litigation with a successful track record [2] - The firm has a history of recovering money for shareholders through litigation in trial and appellate courts, including the U.S. Supreme Court [2] Contact Information - For concerns or additional information, shareholders can contact Juan Monteverde via email or telephone [3]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Gulf Island Fabrication, Inc. (NASDAQ: GIFI) to IES Holdings, Inc. for $12.00 per share in cash, raising concerns about the potential underpayment to shareholders and the adequacy of disclosures regarding the transaction [1][3]. Group 1: Investigation Details - The investigation focuses on whether Gulf Island and its board violated federal securities laws or breached fiduciary duties by not securing the best possible consideration for shareholders [3]. - Key concerns include whether IES is underpaying for Gulf Island and if all material information necessary for shareholders to assess the merger consideration has been disclosed [3]. Group 2: Legal Actions - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other forms of relief related to the proposed transaction [4]. - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [4].

Market Overview - U.S. stocks experienced a decline, with the Dow Jones index dropping over 200 points, closing down 0.47% at 46,693.85, NASDAQ fell 1.42% to 22,725.49, and S&P 500 decreased 0.82% to 6,664.90 [1] - European shares also fell, with the eurozone's STOXX 600 down 0.55%, Spain's IBEX 35 Index down 1.3%, and London's FTSE 100 down 0.55% [5] - Asian markets closed lower, with Japan's Nikkei 225 down 1.19%, Hong Kong's Hang Seng down 0.92%, and China's Shanghai Composite down 0.25% [6] Company Performance - Fluor Corporation's shares fell 2% after reporting third-quarter results, with adjusted earnings per share at 68 cents, exceeding the 45-cent estimate, but revenue fell 18% to $3.37 billion, below the $4.20 billion consensus [2] - Motorsport Games Inc saw a significant increase in shares, rising 84% to $4.02 due to a year-over-year increase in third-quarter sales [8] - BIO-Key International Inc shares surged 66% to $1.06 following the announcement of significant biometric and IAM deployment in the Middle East [8] - Gulf Island Fabrication Inc shares increased by 50% to $11.76 after IES agreed to acquire the company for $12 per share in cash [8] - Eledon Pharmaceuticals Inc shares dropped 54% to $1.88 after announcing results from its Phase 2 BESTOW trial [8] - Energys Group Ltd shares fell 46% to $2.14, and Functional Brands shares decreased by 47% to $0.68 [8] Economic Indicators - The University of Michigan's consumer sentiment index declined to 50.3 in November from 53.6 in the previous month, below market expectations of 53.2 [10] - Median inflation expectations in the U.S. eased to 3.2% for the one-year horizon in October, down from 3.4% in September [10]

Core Viewpoint - The Ademi Firm is investigating Gulf Island for potential breaches of fiduciary duty and other legal violations related to its transaction with IES Holdings Inc, which involves a cash payment of $12.00 per share for Gulf Island shareholders, totaling approximately $192 million [1][2]. Group 1: Transaction Details - Gulf Island shareholders will receive $12.00 per share in cash, equating to an aggregate equity value of around $192 million [2]. - Approximately 20% of Gulf Island's outstanding shares are held by certain shareholders who have entered voting agreements to support the transaction, while IES, owning about 3.5% of Gulf Island's shares, has also agreed to vote in favor of the deal [2]. Group 2: Board Conduct and Limitations - The transaction agreement imposes significant penalties on Gulf Island if it accepts competing bids, which raises concerns about the board's conduct and whether they are fulfilling their fiduciary duties to all shareholders [3]. - The investigation focuses on the Gulf Island board of directors' actions in relation to the transaction and their responsibilities towards shareholders [3]. Group 3: Legal Context - The Ademi Firm specializes in shareholder litigation concerning buyouts, mergers, and individual shareholder rights, indicating a broader context of legal scrutiny in similar transactions [4].

Core Viewpoint - IES Holdings, Inc. has announced the acquisition of Gulf Island Fabrication, Inc. for $12.00 per share, totaling approximately $192 million, which represents a 52% premium over Gulf Island's trading price as of November 6, 2025 [1][4]. Company Overview - IES Holdings, Inc. designs and installs integrated electrical and technology systems, serving various end markets including data centers, residential housing, and commercial and industrial facilities, with over 10,000 employees in the United States [6]. - Gulf Island Fabrication, Inc. is a leading fabricator of complex steel structures and provides specialty services to the industrial, energy, and government sectors, with operations primarily in Houma, Louisiana, and Houston, Texas [7][9]. Strategic Rationale - The acquisition is expected to enhance IES's capabilities in delivering complex steel structures and specialty services, particularly in the data center market and U.S. infrastructure rebuilding efforts [4][8]. - Gulf Island's Houma facility, which spans 450,000 square feet on 160 acres, complements IES's existing footprint and expands its service capabilities [8]. Transaction Details - The transaction has been approved by the boards of directors of both companies and is anticipated to close by March 31, 2026, pending shareholder and regulatory approvals [2]. - Approximately 20% of Gulf Island's shareholders have entered into voting agreements to support the transaction, and IES holds about 3.5% of Gulf Island's shares [2].

Group 1 - AngioDynamics, Inc. (NASDAQ:ANGO) is expected to report a quarterly loss of 12 cents per share on revenue of $72.72 million [2] - Grindr Inc (NYSE:GRND) appointed John North as chief financial officer, effective immediately [2] - Entero Therapeutics (NASDAQ:ENTO) acquired 100% of GRID AI Corp [2] - Gulf Island Fabrication Inc (NASDAQ:GIFI) received a $35 million fabrication contract for the Francis Scott Key Bridge project in Baltimore, Maryland [2] - Globant SA (NYSE:GLOB) approved a share repurchase program of up to $125 million [2]