Exhibit 99.1

img98403104_0.jpg

 

 

 

GULF ISLAND

REPORTS THIRD QUARTER 2025 RESULTS

THE WOODLANDS, TX - Gulf Island Fabrication, Inc. (NASDAQ: GIFI) (“Gulf Island” or the “Company”), a leading steel fabricator and service provider to the industrial, energy and government sectors, today announced its results for the third quarter 2025.

THIRD QUARTER 2025 SUMMARY

Consolidated revenue of $51.5 million
Consolidated net income of $1.6 million; Consolidated adjusted EBITDA of $2.5 million
Services division operating income of $0.8 million; EBITDA of $1.3 million
Fabrication division operating income of $2.1 million; EBITDA of $2.9 million
Fabrication division awarded large structural steel components contract to support the rebuild of the Francis Scott Key Bridge
Entered into an agreement in November 2025 to be acquired by IES Holdings, Inc.

See “Non-GAAP Measures” below for the Company’s definition of EBITDA and adjusted EBITDA and reconciliations of the relevant amounts to the most directly comparable GAAP measure. See “Pending Transaction with IES” below for discussion of the November 2025 agreement with IES Holdings, Inc.

MANAGEMENT COMMENTARY

“We delivered strong third-quarter results with revenue of $51.5 million and adjusted EBITDA of $2.5 million, despite softer trends in our services business, a decline in small-scale fabrication activity and anticipated losses from our recently acquired Englobal business,” stated Richard Heo, Gulf Island’s Chief Executive Officer.

“We have made meaningful progress toward our strategic goal of business diversification with our previous acquisition of Englobal and growing focus on markets outside of oil and gas, such as infrastructure and government services. We believe our contract supporting the rebuild of the Francis Scott Key Bridge directly demonstrates the success of this strategy and highlights our competitive advantages in various end markets. We are also encouraged by the progress of the ongoing integration of Englobal, including our recent award with the U.S. Defense Logistics Agency, which underscores the benefits of this acquisition.”

“We have built a strong, more diversified business with a stable foundation in services and small-scale fabrication, complemented by attractive growth platforms in large fabrication and the Englobal business. I am proud of the progress we have made on our strategic transformation and the strong platform that we have created, which would not have been possible without the hard work and dedication of our employees across the organization,” concluded Heo.

RESULTS FOR THIRD QUARTER 2025

Consolidated – Revenue for the third quarter 2025 was $51.5 million, compared to $37.6 million for the prior year period. Net income for the third quarter 2025 was $1.6 million, compared to $2.3 million for the third quarter 2024. Adjusted EBITDA for the third quarter 2025 was $2.5 million, compared to $2.9 million for the prior year period. Adjusted EBITDA for the third quarter 2025 excludes integration costs of $0.1 million associated with the Englobal Acquisition, but includes operating losses of $1.0 million associated with the Englobal Business. See “Non-GAAP Measures” below for the Company’s definition of adjusted EBITDA and a reconciliation of consolidated net income to adjusted EBITDA.

Services Division – Revenue for the third quarter 2025 was $21.5 million, an increase of $1.2 million, or 6.2%, compared to the third quarter 2024, primarily due to the Englobal government services business.

1

 


 

Operating income was $0.8 million for the third quarter 2025, compared to $1.4 million for the third quarter 2024. EBITDA for the third quarter 2025 was $1.3 million (or 6.0% of revenue), down from $1.9 million (or 9.3% of revenue) for the prior year period. The decrease was primarily due to operating losses of $0.4 million resulting from the underutilization of resources for the Englobal engineering business and a less favorable project margin mix, offset partially by higher revenue. See “Non-GAAP Measures” below for the Company’s definition of EBITDA and a reconciliation of the Services division’s operating income to EBITDA.

Fabrication Division – Revenue for the third quarter 2025 was $30.6 million, an increase of $13.4 million, or 78.6%, compared to the third quarter 2024, primarily due to the division’s large structural steel components project (primarily related to procurement activities) and the Englobal automation business, offset partially by lower small-scale fabrication activity.

Operating income was $2.1 million for the third quarter 2025, compared to $2.0 million for the third quarter 2024. EBITDA for the third quarter 2025 was $2.9 million, up from $2.7 million for the prior year period. The increase was primarily due to higher revenue and a more favorable project margin mix for small-scale fabrication work, offset partially by lower utilization of facilities and resources, including operating losses of $0.6 million resulting from the underutilization of resources for the Englobal automation business. See “Non-GAAP Measures” below for the Company’s definition of EBITDA and a reconciliation of the Fabrication division’s operating income to EBITDA.

Corporate Division Operating loss was $1.8 million for each of the third quarter 2025 and third quarter 2024. Adjusted EBITDA for each of the third quarter 2025 and third quarter 2024 was a loss of $1.7 million. Adjusted EBITDA for the third quarter 2025 excludes integration costs of $0.1 million associated with the Englobal Acquisition. See “Non-GAAP Measures” below for the Company’s definition of adjusted EBITDA and a reconciliation of the Corporate division’s operating loss to adjusted EBITDA.

BALANCE SHEET AND LIQUIDITY

The Company’s cash and short-term investments balance at September 30, 2025 was $64.6 million, including $1.2 million of restricted cash associated with outstanding letters of credit. At September 30, 2025, the Company had total debt of $19.0 million, bearing interest at a fixed rate of 3.0% per annum, with annual principal and interest payments of approximately $1.7 million through December 2038. The estimated fair value of the debt was $13.3 million at September 30, 2025, based on an estimated market rate of interest.

During the third quarter 2025, the Company repurchased 42,761 shares of its common stock for $0.3 million (average price per share of $6.75) under its share repurchase program. In accordance with certain restrictive covenants in the Merger Agreement (as defined below), the Company has suspended activity under its share repurchase program and does not intend to make further repurchases.

ENGLOBAL ACQUISITION

During the second quarter 2025, the Company acquired certain assets (the “Englobal Acquisition”) of ENGlobal Corporation’s (“Englobal”) automation, engineering and government services businesses (“Englobal Business”). Post-acquisition operating results of the automation business are reflected within the Fabrication division and post-acquisition operating results of the engineering and government businesses are reflected within the Services division. During the second and third quarters of 2025, the Englobal Business incurred operating losses of $0.5 million and $1.0 million, respectively, and the Company believes additional operating losses of approximately $1.0 million may be incurred during the fourth quarter 2025 as the business continues to transition out of bankruptcy. These expectations are consistent with the Company’s previous projections for the Englobal Business.

PENDING TRANSACTION WITH IES

As previously announced, on November 7, 2025, the Company entered into a definitive agreement (the “Merger Agreement”) with IES Holdings, Inc. (“IES”), providing for the acquisition of the Company by IES (the “Pending Transaction”). Under the terms of the Merger Agreement, if the Pending Transaction is completed, the Company’s shareholders will receive $12.00 per share in cash. The Pending Transaction was approved by the Company’s board of directors and is currently expected to close in the first quarter of 2026, subject to customary closing conditions, including approval by the Company’s shareholders and the receipt of required regulatory approvals.

2

 


 

SUSPENSION OF QUARTERLY CONFERENCE CALL DUE TO THE PENDING TRANSACTION

In light of the Pending Transaction, Gulf Island will not hold a conference call to discuss the Company’s financial results for the third quarter 2025.

ABOUT GULF ISLAND

Gulf Island is a leading fabricator of complex steel structures, modules and automation systems, and a provider of specialty services, including engineering, project management, commissioning, repair, maintenance, scaffolding, coatings, welding enclosures, cleaning and environmental, and technical field services to the industrial, energy and government sectors. The Company’s customers include U.S. and, to a lesser extent, international energy producers; refining, petrochemical, LNG, industrial and power operators; EPC companies; and federal, state and local governments. The Company is headquartered in The Woodlands, Texas and its primary operating facilities are located in Houma, Louisiana and Houston, Texas.

NON-GAAP MEASURES

This release includes certain measures, which are not recognized under U.S. generally accepted accounting principles (“GAAP”), including earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted revenue, adjusted gross profit and new project awards. The Company believes EBITDA is a useful supplemental measure as it reflects the Company’s operating results and expectations of future performance excluding the non-cash impacts of depreciation and amortization. The Company believes adjusted EBITDA is a useful supplemental measure as it reflects the Company’s EBITDA adjusted to remove certain nonrecurring items (including transaction, integration and related costs associated with the Englobal Acquisition and a gain from the sale of excess property) and the operating results for the Company’s former Shipyard division (the wind down of which was completed in the first quarter 2025). The Company believes adjusted revenue and adjusted gross profit are useful supplemental measures as they reflect the Company’s revenue and gross profit adjusted to remove revenue and gross profit for the Company’s former Shipyard division (the wind down of which was completed in the first quarter 2025). Reconciliations of these non-GAAP measures, including EBITDA, adjusted EBITDA, adjusted revenue and adjusted gross profit to the most directly comparable GAAP measures are presented under “Consolidated Results of Operations” and “Results of Operations by Division” below.

The Company believes new project awards is a useful supplemental measure as it represents work that the Company is obligated to perform under its current contracts. New project awards represents the expected revenue value of new contract commitments received during a given period, including scope growth on existing contract commitments.

Non-GAAP measures are not intended to be replacements or alternatives to GAAP measures, and investors are urged to consider these non-GAAP measures in addition to, and not in substitution for, measures prepared in accordance with GAAP. The Company may present or calculate non-GAAP measures differently from other companies.

CAUTIONARY STATEMENT

This release contains forward-looking statements in which the Company discusses its potential future performance, operations and projects. Forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, are all statements other than statements of historical facts, such as projections or expectations relating to consummation of the Pending Transaction; the realization of the expected benefits of the Pending Transaction; operating results; diversification and entry into new end markets; the Company’s integration of the Englobal Business into its existing operations and realization of the anticipated benefits of the Englobal Acquisition; industry outlook; oil and gas prices; timing of investment decisions and new project awards; cash flows and cash balance; capital expenditures; tax rates; implementation of the Company’s share repurchase program and any other return of capital to shareholders; liquidity; and execution of strategic initiatives. The words “anticipates,” “appear,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be,” “proposed,” “potential” and any similar expressions are intended to identify those assertions as forward-looking statements.

3

 


 

The Company cautions readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause its actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the Pending Transaction or Company Change in Recommendation (as defined in the Merger Agreement); the inability to complete the Pending Transaction due to the failure to obtain the shareholder approval necessary for the Pending Transaction; the failure to obtain, delays in obtaining, or adverse conditions contained in any required regulatory or other approvals for consummation of the Pending Transaction or the failure to satisfy other conditions to completion of the Pending Transaction; the failure of the Pending Transaction to close for any other reason, including due to a Company Material Adverse Effect (as defined in the Merger Agreement); risks related to disruption of management’s attention from the Company’s ongoing business operations due to the Pending Transaction; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the Merger Agreement, the Pending Transaction or otherwise; the risk that the pendency of the Pending Transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the Pending Transaction; the effect of the announcement of the Pending Transaction on the Company’s relationships with its contractual counterparties, including customers, operating results and business generally; the amount of the costs, fees, expenses and charges related to the Pending Transaction; the Company’s ability to successfully integrate the Englobal Business into its existing operations and realize the anticipated benefits of the Englobal Acquisition; changes in trade policies of the U.S. and other countries, including tariffs and related market uncertainties; modifications, delays or terminations of the Company’s contracts with government entities or customers subject to government funding, including due to government funding limitations or any disruptions from a government shutdown; and other factors described under “Risk Factors” in Part I, Item 1A of the Company’s annual report on Form 10-K for the year ended December 31, 2024, as updated by the Company’s subsequent filings with the SEC.

Additional factors or risks that the Company currently deems immaterial, that are not presently known to the Company or that arise in the future could also cause the Company’s actual results to differ materially from its expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which the Company’s forward-looking statements are based are likely to change after the date the forward-looking statements are made, which it cannot control. Further, the Company may make changes to its business plans that could affect its results. The Company cautions investors that it undertakes no obligation to publicly update or revise any forward-looking statements, which speak only as of the date made, for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, and notwithstanding any changes in its assumptions, changes in business plans, actual experience or other changes.

COMPANY INFORMATION

Richard W. Heo

Westley S. Stockton

Chief Executive Officer

Chief Financial Officer

713.714.6100

713.714.6100

 

4

 


 

Consolidated Results of Operations (in thousands, except per share data)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

New project awards(1)

 

$

81,474

 

 

$

32,131

 

 

$

36,902

 

 

$

147,585

 

 

$

120,530

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

51,540

 

 

$

37,538

 

 

$

37,640

 

 

$

129,351

 

 

$

121,783

 

Cost of revenue

 

 

46,660

 

 

 

33,977

 

 

 

32,984

 

 

 

114,295

 

 

 

106,845

 

Gross profit

 

 

4,880

 

 

 

3,561

 

 

 

4,656

 

 

 

15,056

 

 

 

14,938

 

General and administrative expense

 

 

3,651

 

 

 

3,286

 

 

 

2,985

 

 

 

10,172

 

 

 

9,823

 

Other (income) expense, net(2)

 

 

83

 

 

 

1,354

 

 

 

(1

)

 

 

1,537

 

 

 

(3,548

)

Operating income (loss)(3)

 

 

1,146

 

 

 

(1,079

)

 

 

1,672

 

 

 

3,347

 

 

 

8,663

 

Interest (expense) income, net

 

 

411

 

 

 

510

 

 

 

647

 

 

 

1,470

 

 

 

1,792

 

Income (loss) before income taxes

 

 

1,557

 

 

 

(569

)

 

 

2,319

 

 

 

4,817

 

 

 

10,455

 

Income tax (expense) benefit

 

 

2

 

 

 

(5

)

 

 

(2

)

 

 

(5

)

 

 

(9

)

Net income (loss)

 

$

1,559

 

 

$

(574

)

 

$

2,317

 

 

$

4,812

 

 

$

10,446

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share

 

$

0.10

 

 

$

(0.04

)

 

$

0.14

 

 

$

0.30

 

 

$

0.64

 

Diluted income (loss) per share

 

$

0.10

 

 

$

(0.04

)

 

$

0.14

 

 

$

0.29

 

 

$

0.62

 

Weighted average shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

16,018

 

 

 

16,187

 

 

 

16,489

 

 

 

16,180

 

 

 

16,373

 

Diluted

 

 

16,148

 

 

 

16,187

 

 

 

16,728

 

 

 

16,409

 

 

 

16,782

 

Consolidated Adjusted Revenue(1) Reconciliation (in thousands)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

51,540

 

 

$

37,538

 

 

$

37,640

 

 

$

129,351

 

 

$

121,783

 

Shipyard revenue

 

 

-

 

 

 

-

 

 

 

(490

)

 

 

-

 

 

 

(935

)

Adjusted revenue

 

$

51,540

 

 

$

37,538

 

 

$

37,150

 

 

$

129,351

 

 

$

120,848

 

Consolidated Adjusted Gross Profit(1) Reconciliation (in thousands)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Gross profit

 

$

4,880

 

 

$

3,561

 

 

$

4,656

 

 

$

15,056

 

 

$

14,938

 

Shipyard gross profit

 

 

-

 

 

 

-

 

 

 

(75

)

 

 

-

 

 

 

(425

)

Adjusted gross profit

 

$

4,880

 

 

$

3,561

 

 

$

4,581

 

 

$

15,056

 

 

$

14,513

 

Consolidated EBITDA and Adjusted EBITDA(1) Reconciliations (in thousands)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net income (loss)

 

$

1,559

 

 

$

(574

)

 

$

2,317

 

 

$

4,812

 

 

$

10,446

 

Income tax expense (benefit)

 

 

(2

)

 

 

5

 

 

 

2

 

 

 

5

 

 

 

9

 

Interest expense (income), net

 

 

(411

)

 

 

(510

)

 

 

(647

)

 

 

(1,470

)

 

 

(1,792

)

Operating income (loss)(3)

 

 

1,146

 

 

 

(1,079

)

 

 

1,672

 

 

 

3,347

 

 

 

8,663

 

Depreciation and amortization

 

 

1,228

 

 

 

1,194

 

 

 

1,208

 

 

 

3,678

 

 

 

3,641

 

EBITDA

 

 

2,374

 

 

 

115

 

 

 

2,880

 

 

 

7,025

 

 

 

12,304

 

Gain on property sale(2)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,880

)

Shipyard operating income

 

 

-

 

 

 

-

 

 

 

(22

)

 

 

-

 

 

 

(373

)

Transaction/integration costs(2)

 

 

91

 

 

 

1,825

 

 

 

-

 

 

 

2,129

 

 

 

-

 

Adjusted EBITDA

 

$

2,465

 

 

$

1,940

 

 

$

2,858

 

 

$

9,154

 

 

$

9,051

 

 

5

 


 

Results of Operations by Division (including Reconciliations of EBITDA and Adjusted EBITDA) (in thousands)

 

 

Three Months Ended

 

 

Nine Months Ended

 

Services Division

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

New project awards(1)

 

$

28,749

 

 

$

21,858

 

 

$

20,205

 

 

$

70,478

 

 

$

68,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

21,494

 

 

$

21,978

 

 

$

20,245

 

 

$

63,327

 

 

$

68,546

 

Cost of revenue

 

 

19,668

 

 

 

19,580

 

 

 

18,205

 

 

 

56,820

 

 

 

60,005

 

Gross profit

 

 

1,826

 

 

 

2,398

 

 

 

2,040

 

 

 

6,507

 

 

 

8,541

 

General and administrative expense

 

 

984

 

 

 

829

 

 

 

634

 

 

 

2,513

 

 

 

2,064

 

Other (income) expense, net

 

 

(1

)

 

 

-

 

 

 

10

 

 

 

(1

)

 

 

25

 

Operating income(3)

 

$

843

 

 

$

1,569

 

 

$

1,396

 

 

$

3,995

 

 

$

6,452

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income(3)

 

$

843

 

 

$

1,569

 

 

$

1,396

 

 

$

3,995

 

 

$

6,452

 

Depreciation and amortization

 

 

439

 

 

 

437

 

 

 

495

 

 

 

1,358

 

 

 

1,461

 

EBITDA

 

$

1,282

 

 

$

2,006

 

 

$

1,891

 

 

$

5,353

 

 

$

7,913

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

Fabrication Division

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

New project awards(1)

 

$

53,230

 

 

$

10,558

 

 

$

16,902

 

 

$

78,173

 

 

$

52,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

30,551

 

 

$

15,845

 

 

$

17,110

 

 

$

67,090

 

 

$

52,975

 

Cost of revenue

 

 

27,497

 

 

 

14,682

 

 

 

14,569

 

 

 

58,541

 

 

 

47,003

 

Gross profit

 

 

3,054

 

 

 

1,163

 

 

 

2,541

 

 

 

8,549

 

 

 

5,972

 

General and administrative expense

 

 

978

 

 

 

828

 

 

 

489

 

 

 

2,373

 

 

 

1,475

 

Other (income) expense, net(2)

 

 

(55

)

 

 

(72

)

 

 

18

 

 

 

(157

)

 

 

(3,387

)

Operating income(3)

 

$

2,131

 

 

$

407

 

 

$

2,034

 

 

$

6,333

 

 

$

7,884

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA and Adjusted EBITDA(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income(3)

 

$

2,131

 

 

$

407

 

 

$

2,034

 

 

$

6,333

 

 

$

7,884

 

Depreciation and amortization

 

 

765

 

 

 

733

 

 

 

633

 

 

 

2,196

 

 

 

1,942

 

EBITDA

 

 

2,896

 

 

 

1,140

 

 

 

2,667

 

 

 

8,529

 

 

 

9,826

 

Gain on property sale(2)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,880

)

Adjusted EBITDA

 

$

2,896

 

 

$

1,140

 

 

$

2,667

 

 

$

8,529

 

 

$

6,946

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

Former Shipyard Division

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2025(4)

 

 

2025(4)

 

 

2024

 

 

2025(4)

 

 

2024

 

New project awards(1)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

-

 

 

$

-

 

 

$

490

 

 

$

-

 

 

$

935

 

Cost of revenue

 

 

-

 

 

 

-

 

 

 

415

 

 

 

-

 

 

 

510

 

Gross profit

 

 

-

 

 

 

-

 

 

 

75

 

 

 

-

 

 

 

425

 

General and administrative expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Other (income) expense, net

 

 

-

 

 

 

-

 

 

 

53

 

 

 

-

 

 

 

52

 

Operating income

 

$

-

 

 

$

-

 

 

$

22

 

 

$

-

 

 

$

373

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

-

 

 

$

-

 

 

$

22

 

 

$

-

 

 

$

373

 

Depreciation and amortization

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

EBITDA

 

$

-

 

 

$

-

 

 

$

22

 

 

$

-

 

 

$

373

 

 

6

 


 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

Corporate Division

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

New project awards (eliminations)(1)

 

$

(505

)

 

$

(285

)

 

$

(205

)

 

$

(1,066

)

 

$

(673

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue (eliminations)

 

$

(505

)

 

$

(285

)

 

$

(205

)

 

$

(1,066

)

 

$

(673

)

Cost of revenue (eliminations)

 

 

(505

)

 

 

(285

)

 

 

(205

)

 

 

(1,066

)

 

 

(673

)

Gross profit

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

General and administrative expense

 

 

1,689

 

 

 

1,629

 

 

 

1,862

 

 

 

5,286

 

 

 

6,284

 

Other (income) expense, net(2)

 

 

139

 

 

 

1,426

 

 

 

(82

)

 

 

1,695

 

 

 

(238

)

Operating loss

 

$

(1,828

)

 

$

(3,055

)

 

$

(1,780

)

 

$

(6,981

)

 

$

(6,046

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA and Adjusted EBITDA(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

$

(1,828

)

 

$

(3,055

)

 

$

(1,780

)

 

$

(6,981

)

 

$

(6,046

)

Depreciation and amortization

 

 

24

 

 

 

24

 

 

 

80

 

 

 

124

 

 

 

238

 

EBITDA

 

 

(1,804

)

 

 

(3,031

)

 

 

(1,700

)

 

 

(6,857

)

 

 

(5,808

)

Transaction/integration costs(2)

 

 

91

 

 

 

1,825

 

 

 

-

 

 

 

2,129

 

 

 

-

 

Adjusted EBITDA

 

$

(1,713

)

 

$

(1,206

)

 

$

(1,700

)

 

$

(4,728

)

 

$

(5,808

)

_________________

(1)
New projects awards, adjusted revenue, adjusted gross profit, EBITDA and adjusted EBITDA are non-GAAP measures. See “Non-GAAP Measures” above for the Company’s definition of new project awards, adjusted revenue, adjusted gross profit, EBITDA and adjusted EBITDA.
(2)
Other (income) expense for the Fabrication division for the nine months ended September 30, 2024, includes a gain of $2.9 million from the sale of excess property. This amount has been removed from EBITDA to derive Fabrication division and Consolidated adjusted EBITDA. Other (income) expense for the Corporate division for the three months ended September 30, 2025 and June 30, 2025, and nine months ended September 30, 2025, includes transaction and integration costs of $0.1 million, $0.3 million, and $0.6 million, respectively, associated with the Englobal Acquisition, and for each of the three months ended June 30, 2025 and nine months ended September 30, 2025, includes a charge of $1.5 million associated with the purchase of an unrecoverable loan in connection with the Englobal Acquisition. Such amounts have been removed from EBITDA to derive Corporate division and Consolidated adjusted EBITDA.
(3)
Operating income for the Fabrication division for the three months ended September 30, 2025 and June 30, 2025, and nine months ended September 30, 2025, includes operating losses of $0.6 million, $0.3 million and $0.9 million, respectively, related to the Englobal automation business, and operating income for the Services division for each of the three months ended September 30, 2025 and June 30, 2025, and nine months ended September 30, 2025, includes operating losses of $0.4 million, $0.2 million and $0.6 million, respectively, related to the Englobal engineering and government businesses.
(4)
Effective January 1, 2025, the Shipyard division is no longer a reportable segment.

 

7

 


 

Consolidated Balance Sheets (in thousands)

 

 

September 30,
2025

 

 

December 31,
2024

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

23,206

 

 

$

27,284

 

Restricted cash

 

 

1,197

 

 

 

1,197

 

Short-term investments

 

 

40,156

 

 

 

38,784

 

Contract receivables and retainage, net

 

 

35,686

 

 

 

22,487

 

Contract assets

 

 

11,679

 

 

 

8,611

 

Prepaid expenses and other assets

 

 

3,602

 

 

 

5,139

 

Inventory

 

 

2,716

 

 

 

1,907

 

Total current assets

 

 

118,242

 

 

 

105,409

 

Property, plant and equipment, net

 

 

21,992

 

 

 

24,051

 

Goodwill

 

 

3,606

 

 

 

2,217

 

Other intangibles, net

 

 

821

 

 

 

557

 

Other noncurrent assets

 

 

2,065

 

 

 

982

 

Total assets

 

$

146,726

 

 

$

133,216

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

18,067

 

 

$

5,801

 

Contract liabilities

 

 

981

 

 

 

1,278

 

Accrued expenses and other liabilities

 

 

13,259

 

 

 

13,180

 

Long-term debt, current

 

 

1,117

 

 

 

1,117

 

Total current liabilities

 

 

33,424

 

 

 

21,376

 

Long-term debt, noncurrent

 

 

17,881

 

 

 

17,888

 

Other noncurrent liabilities

 

 

1,117

 

 

 

850

 

Total liabilities

 

 

52,422

 

 

 

40,114

 

Shareholders’ equity:

 

 

 

 

 

 

Preferred stock, no par value, 5,000 shares authorized, no shares issued
   and outstanding

 

 

 

 

 

 

Common stock, no par value, 30,000 shares authorized, 15,999 shares issued
   and outstanding at September 30, 2025 and 16,346 at December 31, 2024

 

 

11,308

 

 

 

11,669

 

Additional paid-in capital

 

 

104,816

 

 

 

108,065

 

Accumulated deficit

 

 

(21,820

)

 

 

(26,632

)

Total shareholders’ equity

 

 

94,304

 

 

 

93,102

 

Total liabilities and shareholders’ equity

 

$

146,726

 

 

$

133,216

 

 

8

 


 

 

Consolidated Cash Flows (in thousands)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2025

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,559

 

 

$

(574

)

 

$

2,317

 

 

$

4,812

 

 

$

10,446

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,228

 

 

 

1,194

 

 

 

1,208

 

 

 

3,678

 

 

 

3,641

 

Change in allowance for doubtful accounts and credit losses

 

 

 

 

 

1,500

 

 

 

 

 

 

1,500

 

 

 

(28

)

(Gain) loss on sale or disposal of property and equipment, net

 

 

 

 

 

 

 

 

 

 

 

8

 

 

 

(3,942

)

Stock-based compensation expense

 

 

276

 

 

 

289

 

 

 

406

 

 

 

908

 

 

 

1,444

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract receivables and retainage, net

 

 

(7,850

)

 

 

(267

)

 

 

9,929

 

 

 

(11,037

)

 

 

12,822

 

Contract assets

 

 

(3,952

)

 

 

3,069

 

 

 

(3,594

)

 

 

(2,345

)

 

 

(3,076

)

Prepaid expenses, inventory and other current assets

 

 

1,328

 

 

 

(76

)

 

 

249

 

 

 

820

 

 

 

2,401

 

Accounts payable

 

 

11,412

 

 

 

(3,491

)

 

 

(3,382

)

 

 

11,919

 

 

 

(2,843

)

Contract liabilities

 

 

(1,097

)

 

 

(294

)

 

 

(2,650

)

 

 

(1,735

)

 

 

(3,991

)

Accrued expenses and other current liabilities

 

 

(35

)

 

 

1,366

 

 

 

1,347

 

 

 

(548

)

 

 

(494

)

Noncurrent assets and liabilities, net and other

 

 

(13

)

 

 

(177

)

 

 

(184

)

 

 

(366

)

 

 

(437

)

Net cash provided by operating activities

 

 

2,856

 

 

 

2,539

 

 

 

5,646

 

 

 

7,614

 

 

 

15,943

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(197

)

 

 

(309

)

 

 

(1,314

)

 

 

(813

)

 

 

(4,880

)

Acquisition of business

 

 

 

 

 

(2,350

)

 

 

 

 

 

(3,500

)

 

 

 

Purchase of loan

 

 

 

 

 

(1,500

)

 

 

 

 

 

(1,500

)

 

 

 

Proceeds from sale of property and equipment

 

 

 

 

 

 

 

 

 

 

 

11

 

 

 

9,614

 

Recoveries from insurance claims

 

 

 

 

 

 

 

 

 

 

 

 

 

 

326

 

Purchases of short-term investments

 

 

(40,289

)

 

 

(9,429

)

 

 

(14,407

)

 

 

(63,792

)

 

 

(71,744

)

Maturities of short-term investments

 

 

14,300

 

 

 

32,900

 

 

 

22,500

 

 

 

62,420

 

 

 

35,955

 

Net cash provided by (used in) investing activities

 

 

(26,186

)

 

 

19,312

 

 

 

6,779

 

 

 

(7,174

)

 

 

(30,729

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax payments for vested stock withholdings

 

 

 

 

 

(860

)

 

 

 

 

 

(860

)

 

 

(1,183

)

Repurchases of common stock

 

 

(289

)

 

 

(2,802

)

 

 

(606

)

 

 

(3,658

)

 

 

(879

)

Net cash used in financing activities

 

 

(289

)

 

 

(3,662

)

 

 

(606

)

 

 

(4,518

)

 

 

(2,062

)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

(23,619

)

 

 

18,189

 

 

 

11,819

 

 

 

(4,078

)

 

 

(16,848

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

48,022

 

 

 

29,833

 

 

 

10,984

 

 

 

28,481

 

 

 

39,651

 

Cash, cash equivalents and restricted cash, end of period

 

$

24,403

 

 

$

48,022

 

 

$

22,803

 

 

$

24,403

 

 

$

22,803

 

 

 

9