Financial Performance - Revenue for Q1 2023 was $62.2 million, a significant increase of $33.5 million compared to $28.7 million in Q1 2022, marking a growth of 116.5%[134]. - Operating income for Q1 2023 was $328,000, a turnaround from a loss of $4.98 million in Q1 2022, reflecting improved operational performance[134]. - Gross profit for Q1 2023 was $5.0 million, with a gross profit margin of 8.1%, compared to a loss of $420,000 in Q1 2022[134]. - Revenue for 2023 was $62.2 million, a significant increase of 116.7% compared to $28.7 million in 2022[135]. - Gross profit for 2023 was $5.0 million (8.1% of revenue), compared to a gross loss of $0.4 million (1.5% of revenue) in 2022[135]. - General and administrative expenses increased by 23.3% to $5.1 million in 2023 from $4.1 million in 2022, primarily due to higher legal and advisory fees[137]. - Other income for 2023 was $0.4 million, compared to an expense of $0.5 million in 2022, mainly due to insurance recoveries related to Hurricane Ida[139]. - Interest income for 2023 was $0.3 million, compared to less than $0.1 million in 2022, driven by higher interest earned on cash and short-term investments[140]. Project and Market Developments - New project awards increased to $37.6 million in Q1 2023, up from $27.6 million in Q1 2022, representing a growth of 36.3%[131]. - New project awards for 2023 were $37.6 million, up from $27.6 million in 2022, representing a 36.3% increase[135]. - New project awards in the Services Division for 2023 were $21.5 million, up from $19.4 million in 2022, primarily due to offshore services work[143]. - Revenue in the Fabrication Division for 2023 was $39.7 million, a dramatic increase of 606.1% from $5.6 million in 2022[147]. - The Shipyard Division reported a revenue decrease of 46.1% to $1.3 million in 2023 from $2.5 million in 2022, attributed to nearing completion of projects[152]. - The company is diversifying its offshore services and expanding into onshore facilities along the Gulf Coast to stabilize revenue streams[123]. - The company is pursuing opportunities in the offshore wind market, having fabricated foundations for the first offshore wind project in the U.S.[127]. Operational Efficiency and Strategy - The company aims to reduce reliance on offshore oil and gas construction and pursue new growth markets, including onshore refining and offshore wind developments[118]. - The strategic transformation initiatives aim to generate stable, profitable growth by diversifying service offerings and expanding into new markets[115]. - The company is focused on improving competitiveness and project execution through enhanced proposal and estimating processes, and a disciplined approach to bidding[121]. - The company has centralized key project resources and improved resource utilization through the integration of facilities and operations[120]. - Fabrication activities have been consolidated to improve operational efficiency, with a focus on onshore modules and structures for refining and petrochemical facilities[127]. Financial Position and Liquidity - Total cash, cash equivalents, and short-term investments as of March 31, 2023, amounted to $44.7 million[156]. - As of March 31, 2023, the company's working capital was $57.4 million, including $44.7 million in cash and cash equivalents[158]. - The net cash provided by operating activities for the three months ended March 31, 2023, was $1.3 million, a significant improvement from a cash used of $11.4 million in the same period of 2022[162]. - Cash used in investing activities for the three months ended March 31, 2023, was $5.2 million, primarily due to net purchases of short-term investments of $5.1 million[165]. - The company anticipates capital expenditures of $3.5 million to $4.0 million for the remainder of 2023[169]. - The cash position at March 31, 2023, is expected to be sufficient to fund operating expenses and meet working capital requirements for at least twelve months[170]. - The company has a shelf registration statement effective with the SEC that allows for the issuance of up to $200 million in debt or equity securities[168]. - Contract receivables and retainage increased by $14.5 million as of March 31, 2023, primarily due to increased receivable positions on suspended projects[162]. - The company reported a decrease in contract liabilities of $3.8 million, mainly due to reduced advance billings on suspended projects[162]. - Accounts payable and accrued expenses increased by $18.2 million, primarily due to the timing of payments related to suspended projects[162]. - The company is not a party to any off-balance sheet arrangements that could affect its financial condition[171]. Market Conditions - Oil prices reached an eight-year high and gas prices reached a fourteen-year high due to geopolitical conflicts and economic factors, impacting certain end markets positively[110]. - The company continues to monitor the impacts of oil and gas price volatility and macroeconomic conditions on operations, which may lead to reduced bidding activity and project delays[112]. - Efforts to preserve liquidity include cost reduction initiatives and monetization of under-utilized assets, significantly reducing bonding and working capital requirements[119]. - The completion of the Shipyard Transaction improved the company's risk profile by removing potential future risks associated with construction contracts that represented approximately 90% of the backlog[117].

Gulf Island Fabrication, Inc. (NASDAQ:GIFI) Q4 2022 Earnings Conference Call March 28, 2023 5:00 PM ET Company Participants Cindi Cook – Investor Relations Richard Heo – President and Chief Executive Officer Wes Stockton – Executive Vice President and Chief Financial Officer Conference Call Participants Martin Malloy – Johnson Rice Tom Spiro – Spiro Capital Richard Greulich – REG Capital Advisors David Wright – Henry Investment Trust Operator Good afternoon, ladies and gentlemen, and welcome to Gulf Island' ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 GULF ISLAND FABRICATION, INC. (Exact name of Registrant as specified in its Charter) | Louisiana | | --- | | 72-1147390 | (Stat ...

Gulf Island Fabrication, Inc. (NASDAQ:GIFI) Q3 2022 Results Conference Call November 8, 2022 5:00 PM ET Company Participants Cindi Cook - Investor Relations Richard Heo - President and Chief Executive Officer Wes Stockton - Executive Vice President and Chief Financial Officer Conference Call Participants Tony Christ - Odyssey Investors David Wright - Henry Investment Operator Good afternoon, ladies and gentlemen, and welcome to Gulf Island's Conference Call to Discuss the Third Quarter 2022 Results. All par ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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 GULF ISLAND FABRICATION, INC. (Exact name of registrant as specified in its charter) LOUISIANA 72-1147390 (State or other jurisdi ...

Gulf Island Fabrication, Inc. (NASDAQ:GIFI) Q2 2022 Earnings Conference Call August 9, 2022 5:00 PM ET Company Participants Cindi Cook - Investor Relations Richard Heo - President and Chief Executive Officer Wes Stockton - Executive Vice President and Chief Financial Officer Conference Call Participants JP Geygan - Global Value Investment Corp Operator Good afternoon, ladies and gentlemen, and welcome to the Gulf Island's Conference Call to discuss 2022 Second Quarter Results. All participants’ will be in l ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 to Commission File Number 001-34279 GULF ISLAND FABRICATION, INC. (Exact name of registrant as specified in its charter) LOUISIANA 72-1147390 (State or other jurisdiction of incorporation or organizati ...

Financial Data and Key Metrics Changes - Consolidated revenue for Q1 2022 was $28.7 million, an increase of 21% from Q1 2021, driven primarily by the Services Division [29] - Consolidated operating loss for Q1 was $5 million, with EBITDA at a loss of $3.7 million, reflecting a positive contribution from the Services Division but offset by losses in the Fabrication and Shipyard Divisions [30] - Services Division revenue for Q1 2022 was $20.7 million, a 175% increase compared to Q1 2021, attributed to organic growth and the DSS acquisition [31] - Fabrication Division revenue for Q1 2022 was $5.6 million, a decrease of 52% compared to Q1 2021, due to the completion of larger projects [33] Business Line Data and Key Metrics Changes - Services Division EBITDA for Q1 was $1.5 million, a $1.1 million increase from the prior year, benefiting from improved margin mix and the acquired business [32] - Fabrication Division EBITDA for Q1 was a loss of $2.1 million, compared to a profit of $1.5 million in the prior year, impacted by low volume levels and underutilization [34] - The Fabrication Division's utilization was almost 60% lower than the prior year period, with expectations for continued challenges in Q2 [35] Market Data and Key Metrics Changes - The company is witnessing tightening market conditions for large project fabrication, with early decisions being made on several large LNG projects [14] - Rising energy prices are prompting customers to move forward with previously delayed projects, benefiting the Services Division [10] - The company is positioned to capture market share in subsea fabricated structures, with recent awards for subsea jumpers [11] Company Strategy and Development Direction - The company is focused on the strategic wind-down of its shipyard business while enhancing its Services Division to capitalize on favorable end market trends [8][20] - Organizational changes have been made to combine all Services businesses for stronger collaboration and accountability [9] - The company is optimistic about future large fabrication awards, particularly in the context of energy transition and renewable energy [21][22] Management's Comments on Operating Environment and Future Outlook - Management expressed encouragement regarding the first quarter progress, particularly in Services and small-scale fabrication businesses [23] - The company anticipates continued near-term underutilization of facilities and resources, leading to operating losses in Q2 [38] - A cash balance of $43 million was reported at the end of Q1, with expectations to exit Q2 with approximately $40 million [36][39] Other Important Information - The company has made significant advancements in its strategic transformation strategy, with robust demand in new growth end markets [21] - The shipyard operations are on track for a safe and efficient wind-down by the end of Q3 2022 [20] Q&A Session Summary Question: Expectations for large fabrication awards - Management expects to book several large fabrication awards associated with recent LNG announcements [45] Question: Interest in floating LNG or offshore projects - Management noted that while New Fortress Energy has an interesting approach, they have not seen similar projects in their territories [47] Question: Challenges in Gulf Coast regional fabrication capacity - Management indicated that the challenges are due to a combination of limited capacity and labor constraints, with some fabrication yards no longer in operation [48][49]

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements and accompanying notes for the period [Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets%20at%20March%2031%2C%202022%20(unaudited)%20and%20December%2031%2C%202021) ASSETS (in thousands) | ASSETS (in thousands) | March 31, 2022 | December 31, 2021 | | :-------------------- | :------------- | :---------------- | | Cash and cash equivalents | $41,061 | $52,886 | | Total current assets | $81,721 | $85,478 | | Total assets | $130,205 | $135,273 | LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands) | LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands) | March 31, 2022 | December 31, 2021 | | :-------------------------------- | :------------- | :---------------- | | Total current liabilities | $29,560 | $29,954 | | Total liabilities | $30,812 | $31,365 | | Total shareholders' equity | $99,393 | $103,908 | | Total liabilities and shareholders' equity | $130,205 | $135,273 | [Consolidated Statements of Operations](index=8&type=section&id=Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202022%20and%202021%20(unaudited)) | (in thousands, except per share data) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Revenue | $28,686 | $23,785 | | Cost of revenue | $29,106 | $23,760 | | Gross profit (loss) | $(420) | $25 | | Operating loss | $(4,982) | $(2,233) | | Loss from continuing operations | $(5,027) | $(2,416) | | Loss from discontinued operations, net of taxes | — | $(16,121) | | Net loss | $(5,027) | $(18,537) | | Basic and diluted loss per share | $(0.32) | $(1.20) | [Consolidated Statements of Changes in Shareholders' Equity](index=9&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202022%20and%202021%20(unaudited)) For the Three Months Ended March 31, 2022 (in thousands) | (in thousands) | Balance at Dec 31, 2021 | Net loss | Vesting of restricted stock | Stock-based compensation expense | Balance at Mar 31, 2022 | | :------------- | :---------------------- | :------- | :-------------------------- | :------------------------------- | :---------------------- | | Common Stock Amount | $11,384 | — | $(6) | $57 | $11,435 | | Additional Paid-In Capital | $105,511 | — | $(53) | $514 | $105,972 | | Accumulated Deficit | $(12,987) | $(5,027) | — | — | $(18,014) | | Total Shareholders' Equity | $103,908 | $(5,027) | $(59) | $571 | $99,393 | For the Three Months Ended March 31, 2021 (in thousands) | (in thousands) | Balance at Dec 31, 2020 | Net loss | Vesting of restricted stock | Stock-based compensation expense | Balance at Mar 31, 2021 | | :------------- | :---------------------- | :------- | :-------------------------- | :------------------------------- | :---------------------- | | Common Stock Amount | $11,223 | — | $(9) | $31 | $11,245 | | Additional Paid-In Capital | $104,072 | — | $(91) | $282 | $104,263 | | Accumulated Deficit | $9,181 | $(18,537)| — | — | $(9,356) | | Total Shareholders' Equity | $124,476 | $(18,537)| $(100) | $313 | $106,152 | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202022%20and%202021%20(unaudited)) | (in thousands) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net cash provided by (used in) operating activities | $(11,351) | $358 | | Net cash used in investing activities | $(415) | $(421) | | Net cash used in financing activities | $(59) | $(100) | | Net decrease in cash, cash equivalents and restricted cash | $(11,825) | $(163) | | Cash, cash equivalents and restricted cash, end of period | $42,764 | $42,996 | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20(unaudited)) [1. Organization and Summary of Significant Accounting Policies](index=11&type=section&id=1.%20ORGANIZATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details the company's operations, accounting policies, and the impact of recent transactions - The company operates through **Services, Fabrication, and Shipyard divisions**, with the Shipyard Division's operations winding down by Q3 2022[29](index=29&type=chunk)[30](index=30&type=chunk)[112](index=112&type=chunk) - The **DSS Acquisition** on December 1, 2021, integrated services and industrial staffing businesses into the Services Division[31](index=31&type=chunk)[87](index=87&type=chunk) - Financial estimates are significantly impacted by **volatile oil prices, COVID-19, and the Russia-Ukraine conflict**, leading to potential project risks[37](index=37&type=chunk)[39](index=39&type=chunk) - Revenue is recognized under **Topic 606**, primarily using the percentage-of-completion method for fixed-price and unit-rate contracts[53](index=53&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) [2. Revenue, Contract Assets and Liabilities and Other Contract Matters](index=16&type=section&id=2.%20REVENUE%2C%20CONTRACT%20ASSETS%20AND%20LIABILITIES%20AND%20OTHER%20CONTRACT%20MATTERS) This note disaggregates revenue, details performance obligations, and discusses the financial impact of Hurricane Ida Revenue Disaggregation (in thousands) | Segment | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :---------- | :-------------------------------- | :-------------------------------- | | Services | $20,664 | $7,506 | | Fabrication | $5,617 | $11,736 | | Shipyard | $2,497 | $5,130 | | Total | $28,686 | $23,785 | Remaining Performance Obligations (in thousands) at March 31, 2022 | Segment | Performance Obligations | | :---------- | :---------------------- | | Services | $1,237 | | Fabrication | $7,027 | | Shipyard | $7,611 | | Total | $15,875 | - **Contract assets decreased to $2.7 million** from $4.8 million, while **contract liabilities decreased to $4.2 million** from $6.6 million[69](index=69&type=chunk)[71](index=71&type=chunk) - A **$0.1 million charge** was recorded for an insurance deductible related to ferry damage during sea trials in Q1 2022[74](index=74&type=chunk) - **Hurricane Ida** resulted in $1.9 million in Q1 2022 restoration costs, with $1.6 million in insurance recoveries and a remaining receivable of $2.7 million[78](index=78&type=chunk) [3. Shipyard Transaction and Discontinued Operations](index=20&type=section&id=3.%20SHIPYARD%20TRANSACTION%20AND%20DISCONTINUED%20OPERATIONS) This note details the sale of Shipyard Division assets to Bollinger, resulting in discontinued operations - The Shipyard Transaction on April 19, 2021, involved selling assets to Bollinger for **$28.6 million**[81](index=81&type=chunk) - An **impairment charge of $22.8 million** was recorded for Shipyard Division's long-lived assets in Q1 2021[83](index=83&type=chunk) - Q1 2021 results included a **$16.1 million loss from discontinued operations**, primarily due to the impairment charge[20](index=20&type=chunk)[86](index=86&type=chunk) [4. Acquisition](index=21&type=section&id=4.%20ACQUISITION) This note details the acquisition of Dynamic Industries' services businesses and its financial impact - On December 1, 2021, Gulf Island acquired the DSS Business from Dynamic Industries, Inc for **$7.6 million**[31](index=31&type=chunk)[87](index=87&type=chunk) Preliminary Purchase Price Allocation (in thousands) | Category | Amount | | :---------------------------- | :----- | | Net tangible assets and liabilities | $4,360 | | Intangible assets - customer relationships | $996 | | Goodwill | $2,217 | | Purchase Price | $7,573 | - Pro forma revenue from continuing operations for Q1 2021 would have been **$34.5 million** with a net loss of **$2.6 million** if the acquisition occurred on January 1, 2021[91](index=91&type=chunk)[92](index=92&type=chunk) [5. Assets Held for Sale](index=24&type=section&id=5.%20ASSETS%20HELD%20FOR%20SALE) - At March 31, 2022, assets held for sale consisted of one 660-ton crawler crane with a carrying value of **$1.8 million**[93](index=93&type=chunk) [6. Credit Facilities and Debt](index=24&type=section&id=6.%20CREDIT%20FACILITIES%20AND%20DEBT) This note outlines the company's credit facilities, PPP loan status, and surety bond arrangements - The company has a **$20.0 million LC Facility** with Whitney Bank, with $1.7 million outstanding at March 31, 2022[94](index=94&type=chunk) - A **$10.0 million PPP Loan was largely forgiven** ($9.1 million) by the SBA in July 2021[95](index=95&type=chunk) - Outstanding surety bonds totaled **$110.8 million** at March 31, 2022, primarily for MPSV and shipyard contracts[96](index=96&type=chunk) - A **Mortgage and Restrictive Covenant Agreement** with a Surety encumbers Houma Facilities and precludes dividend payments or share repurchases[97](index=97&type=chunk) [7. Commitments and Contingencies](index=25&type=section&id=7.%20COMMITMENTS%20AND%20CONTINGENCIES) This note discusses legal proceedings, particularly a significant dispute over two Multi-Purpose Supply Vessels - The company is in a lawsuit over terminated contracts for two MPSVs, with performance bonds totaling **$50.0 million** and a trial scheduled for March 2023[99](index=99&type=chunk)[102](index=102&type=chunk) - A net contract asset of **$12.5 million** related to the MPSV dispute was included in other noncurrent assets[103](index=103&type=chunk) - The company maintains insurance but is exposed to losses through deductibles and self-insured retentions[104](index=104&type=chunk) [8. Income (Loss) Per Share](index=26&type=section&id=8.%20INCOME%20(LOSS)%20PER%20SHARE) Income (Loss) Per Share (in thousands, except per share data) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | | Loss from continuing operations | $(5,027) | $(2,416) | | Loss from discontinued operations, net of taxes | — | $(16,121) | | Net loss | $(5,027) | $(18,537) | | Basic and diluted loss per common share | $(0.32) | $(1.20) | | Weighted average shares | 15,662 | 15,403 | [9. Operating Segments](index=26&type=section&id=9.%20OPERATING%20SEGMENTS) This note provides summarized financial information for the company's realigned operating segments - In Q1 2022, the company realigned its operating divisions into **Services, Fabrication, and Shipyard**, plus a Corporate division[109](index=109&type=chunk) Segment Results (Three Months Ended March 31, 2022, in thousands) | Metric | Services | Fabrication | Shipyard | Corporate | Consolidated | | :------------------ | :------- | :---------- | :------- | :-------- | :----------- | | Revenue | $20,664 | $5,617 | $2,497 | $(92) | $28,686 | | Gross profit (loss) | $1,928 | $(2,021) | $(327) | — | $(420) | | Operating income (loss) | $1,187 | $(2,933) | $(1,188) | $(2,048) | $(4,982) | | Total assets | $29,939 | $35,121 | $16,459 | $48,686 | $130,205 | Segment Results (Three Months Ended March 31, 2021, in thousands) | Metric | Services | Fabrication | Shipyard | Corporate | Consolidated | | :------------------ | :------- | :---------- | :------- | :-------- | :----------- | | Revenue | $7,506 | $11,736 | $5,130 | $(587) | $23,785 | | Gross profit (loss) | $564 | $481 | $(932) | $(88) | $25 | | Operating income (loss) | $273 | $646 | $(1,205) | $(1,947) | $(2,233) | | Total assets | $10,203 | $45,279 | $17,909 | $59,345 | $132,736 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, strategic initiatives, operational results by segment, and liquidity [Cautionary Statement on Forward-Looking Information](index=28&type=section&id=Cautionary%20Statement%20on%20Forward-Looking%20Information) - The report contains forward-looking statements subject to risks and uncertainties, and actual results may differ materially[117](index=117&type=chunk)[118](index=118&type=chunk) [Overview](index=28&type=section&id=Overview) - Gulf Island fabricates complex steel structures and provides specialty services to industrial and energy sectors[120](index=120&type=chunk) - The company realigned its operating divisions in Q1 2022 into **Services, Fabrication, and Shipyard** following recent transactions[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) [Impacts to Operations from Oil Price Volatility, COVID-19 and Russia's Invasion of Ukraine](index=29&type=section&id=Impacts%20to%20Operations%20from%20Oil%20Price%20Volatility%2C%20COVID-19%20and%20Russia's%20Invasion%20of%20Ukraine) - **Oil price volatility, COVID-19, and the Russia-Ukraine conflict** have negatively impacted operations, leading to lower margins and potential disruptions[124](index=124&type=chunk)[126](index=126&type=chunk) [Initiatives to Improve Operating Results and Generate Stable, Profitable Growth](index=30&type=section&id=Initiatives%20to%20Improve%20Operating%20Results%20and%20Generate%20Stable%2C%20Profitable%20Growth) - The company's strategy focuses on **risk reduction, liquidity improvement, workforce expansion, and market diversification**[128](index=128&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) - The **DSS Acquisition nearly doubled the skilled workforce** and expanded the company's geographic footprint[134](index=134&type=chunk) - At March 31, 2022, the cash balance totaled **$42.8 million**, reflecting efforts to preserve and improve liquidity[131](index=131&type=chunk) [Operating Outlook](index=32&type=section&id=Operating%20Outlook) - The outlook focuses on securing profitable new project awards, dependent on market conditions and project execution[138](index=138&type=chunk) - Near-term utilization of the **Fabrication Division will be impacted by delays** in new project awards and continued inefficiencies[138](index=138&type=chunk) [Critical Accounting Policies](index=32&type=section&id=Critical%20Accounting%20Policies) - There have been **no changes** to critical accounting policies and estimates since December 31, 2021[139](index=139&type=chunk) [New Project Awards and Backlog](index=33&type=section&id=New%20Project%20Awards%20and%20Backlog) New Project Awards (in thousands) | Division | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :---------- | :-------------------------------- | :-------------------------------- | | Services | $19,402 | $6,423 | | Fabrication | $8,296 | $5,711 | | Shipyard | — | — | | Total | $27,606 | $11,547 | Backlog (in thousands) | Division | March 31, 2022 Amount | March 31, 2022 Labor Hours | December 31, 2021 Amount | December 31, 2021 Labor Hours | | :---------- | :-------------------- | :------------------------- | :----------------------- | :---------------------------- | | Services | $1,237 | 13 | $2,499 | 32 | | Fabrication | $7,027 | 46 | $4,348 | 41 | | Shipyard | $7,611 | 61 | $10,223 | 106 | | Total | $15,875 | 120 | $17,070 | 179 | - All backlog at March 31, 2022, is expected to be recognized as revenue in 2022[143](index=143&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) [Consolidated Results](index=34&type=section&id=Consolidated) Consolidated Financial Highlights (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | Change ($) | Change (%) | | :-------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | New project awards | $27,606 | $11,547 | $16,059 | 139.1% | | Revenue | $28,686 | $23,785 | $4,901 | 20.6% | | Gross profit (loss) | $(420) | $25 | $(445) | -1780.0% | | Gross profit (loss) percentage | -1.5% | 0.1% | | | | Operating loss | $(4,982) | $(2,233) | $(2,749) | -123.1% | | Net loss | $(5,027) | $(18,537) | $13,510 | 72.9% | - **Revenue increased by 20.6% YoY**, driven by the DSS Business and increased offshore services activity[147](index=147&type=chunk) - **Gross profit shifted to a loss** due to low backlog and under-recovery of overhead in the Fabrication Division[148](index=148&type=chunk) - **General and administrative expense increased by 47.5% YoY** to $4.1 million, driven by higher legal fees and DSS Business costs[149](index=149&type=chunk) [Services Division Results](index=36&type=section&id=Services%20Division) Services Division Financial Highlights (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | Change ($) | Change (%) | | :-------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | New project awards | $19,402 | $6,423 | $12,979 | 202.1% | | Revenue | $20,664 | $7,506 | $13,158 | 175.3% | | Gross profit | $1,928 | $564 | $1,364 | 241.8% | | Gross profit percentage | 9.3% | 7.5% | | | | Operating income | $1,187 | $273 | $914 | 334.8% | - **Revenue increased by 175.3% YoY**, primarily due to incremental revenue from the DSS Business and increased offshore services activity[155](index=155&type=chunk) - **Gross profit increased by 241.8% YoY**, driven by higher revenue and a better margin mix[155](index=155&type=chunk) [Fabrication Division Results](index=36&type=section&id=Fabrication%20Division) Fabrication Division Financial Highlights (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | Change ($) | Change (%) | | :-------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | New project awards | $8,296 | $5,711 | $2,585 | 45.3% | | Revenue | $5,617 | $11,736 | $(6,119) | -52.1% | | Gross profit (loss) | $(2,021) | $481 | $(2,502) | -520.2% | | Gross profit (loss) percentage | (36.0)% | 4.1% | | | | Operating income (loss) | $(2,933) | $646 | $(3,579) | -554.0% | - **Revenue decreased by 52.1% YoY** due to the completion of several large projects[158](index=158&type=chunk) - The division shifted from a gross profit to a **gross loss of $2.0 million** due to low backlog and under-recovery of overhead costs[158](index=158&type=chunk) [Shipyard Division Results](index=37&type=section&id=Shipyard%20Division) Shipyard Division Financial Highlights (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | Change ($) | Change (%) | | :-------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Revenue | $2,497 | $5,130 | $(2,633) | -51.3% | | Gross loss | $(327) | $(932) | $605 | 64.9% | | Gross loss percentage | (13.1)% | (18.2)% | | | | Operating loss | $(1,188) | $(1,205) | $17 | 1.4% | - **Revenue decreased by 51.3% YoY** due to reduced activity on the seventy-vehicle ferry project[162](index=162&type=chunk)[163](index=163&type=chunk) - **Gross loss decreased to $0.3 million** from $0.9 million due to lower project charges compared to the prior year[164](index=164&type=chunk) [Corporate Division Results](index=38&type=section&id=Corporate%20Division) Corporate Division Financial Highlights (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | Change ($) | Change (%) | | :-------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Operating loss | $(2,048) | $(1,947) | $(101) | -5.2% | - **General and administrative expense increased by 8.1% YoY** to $2.0 million, driven by higher incentive plan and business diversification costs[168](index=168&type=chunk)[169](index=169&type=chunk) [Discontinued Operations Results](index=39&type=section&id=Discontinued%20Operations) Discontinued Operations Financial Highlights (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | Change ($) | Change (%) | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Revenue | — | $35,166 | $(35,166) | -100.0% | | Gross profit | — | $7,660 | $(7,660) | -100.0% | | Impairments and (gain) loss on assets held for sale, net | — | $23,428 | $(23,428) | -100.0% | | Operating loss | — | $(16,121) | $16,121 | 100.0% | - There were **no operating results from discontinued operations** for Q1 2022, as the Shipyard Transaction was completed in April 2021[170](index=170&type=chunk) - Q1 2021 revenue of **$35.2 million** was primarily from harbor tug, research vessel, and towing/salvage/rescue ship projects[171](index=171&type=chunk)[172](index=172&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) [Available Liquidity](index=39&type=section&id=Available%20Liquidity) - At March 31, 2022, cash, cash equivalents, and restricted cash totaled **$42.8 million**[171](index=171&type=chunk) - Working capital at March 31, 2022, was **$52.2 million**, including $42.8 million in cash and equivalents[173](index=173&type=chunk) [Cash Flow Activity](index=40&type=section&id=Cash%20Flow%20Activity) Cash Flow Activity (in thousands) | Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net cash provided by (used in) operating activities | $(11,351) | $358 | | Net cash used in investing activities | $(415) | $(421) | | Net cash used in financing activities | $(59) | $(100) | - **Cash used in operating activities for Q1 2022 was $11.4 million**, primarily due to changes in working capital accounts[175](index=175&type=chunk)[177](index=177&type=chunk) [Credit Facilities and Debt](index=41&type=section&id=Credit%20Facilities%20and%20Debt) - The company has a **$20.0 million LC Facility** with Whitney Bank, with $1.7 million outstanding at March 31, 2022[180](index=180&type=chunk) - A **$10.0 million PPP Loan was largely forgiven** in July 2021, with the remainder repaid[181](index=181&type=chunk) - Outstanding surety bonds totaled **$110.8 million** at March 31, 2022, related to MPSV and shipyard contracts[182](index=182&type=chunk) - A **Mortgage and Restrictive Covenant Agreement** with a Surety encumbers Houma Facilities and restricts dividends/share repurchases[183](index=183&type=chunk) [Registration Statement](index=42&type=section&id=Registration%20Statement) - The company has an effective shelf registration statement allowing for the issuance of up to **$200.0 million** in securities[184](index=184&type=chunk) [Liquidity Outlook](index=42&type=section&id=Liquidity%20Outlook) - The company believes its cash position is **sufficient to fund operations** for at least twelve months[187](index=187&type=chunk) - Anticipated capital expenditures for the remainder of 2022 are **$1.0 million to $2.0 million**[186](index=186&type=chunk) - Primary uses of liquidity include overhead, capital expenditures, working capital, and legal costs for the MPSV dispute[185](index=185&type=chunk) [Off-Balance Sheet Arrangements](index=43&type=section&id=Of%20-Balance%20Sheet%20Arrangements) - The company is **not a party to any material off-balance sheet arrangements**[188](index=188&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management confirms the effectiveness of disclosure controls and procedures as of the period end - Disclosure controls and procedures were evaluated and **deemed effective** as of March 31, 2022[189](index=189&type=chunk) - **No material changes** to internal control over financial reporting occurred during the first quarter 2022[190](index=190&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) This section references Note 7 for details on legal matters, including the significant MPSV dispute - Legal proceedings, including the **MPSV dispute**, are discussed in Note 7 of the Financial Statements[192](index=192&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) This section confirms no material changes to risk factors since the last annual report - **No material changes** to risk factors have occurred since the 2021 Annual Report[193](index=193&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications and corporate documents - The report includes various exhibits such as corporate governance documents, **CEO and CFO Certifications**, and Inline XBRL documents[195](index=195&type=chunk) [Signatures](index=45&type=section&id=Signatures) This section provides the official certification and signatures for the quarterly report filing - The report is signed by Westley S Stockton, Executive Vice President and CFO, on **May 10, 2022**[199](index=199&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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 GULF ISLAND FABRICATION, INC. (Exact name of Registrant as specified in its Charter) Louisiana 72-1147390 (State or other juris ...