0001031623-19-000024.txt : 20190506 0001031623-19-000024.hdr.sgml : 20190506 20190506170041 ACCESSION NUMBER: 0001031623-19-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190506 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190506 DATE AS OF CHANGE: 20190506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULF ISLAND FABRICATION INC CENTRAL INDEX KEY: 0001031623 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 721147390 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34279 FILM NUMBER: 19800118 BUSINESS ADDRESS: STREET 1: 16225 PARK TEN PLACE, SUITE 280 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 7137146100 MAIL ADDRESS: STREET 1: 16225 PARK TEN PLACE, SUITE 280 CITY: HOUSTON STATE: TX ZIP: 77084 8-K 1 q12019-8kstrategicalternat.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 6, 2019

GULF ISLAND FABRICATION, INC.
(Exact name of registrant as specified in its charter)
Louisiana
001-34279
72-1147390
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
16225 Park Ten Place, Suite 300
Houston, Texas 77084
 (Address of principal executive offices)(Zip Code)
(713) 714-6100
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
COMMON STOCK
GIFI
NASDAQ






Item 8.01   Other Matters
On May 6, 2018, Gulf Island Fabrication, Inc. issued a press release (the "Press Release") announcing the review of alternative strategies for the Company. A copy of the Press Release is attached as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.
            (d) Exhibit        
The following exhibit is filed herewith:
 
 
Exhibit No.
Description
99.1


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
GULF ISLAND FABRICATION, INC.
 
 
 
 
 
 
By:
/s/ Westley S. Stockton
 
 
 
Westley S. Stockton
 
 
 
Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer)
Dated:
May 6, 2019
 
 



EX-99.1 2 q12019strategicalternative.htm EXHIBIT 99.1 Exhibit



Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE

May 6, 2019


Gulf Island Announces Review of Alternative Strategies

HOUSTON, TX - Gulf Island Fabrication, Inc. (“Gulf Island” or the “Company”) (NASDAQ: GIFI), announced today that its Board of Directors has established a special committee (the “Special Committee”) to initiate a process to explore alternative strategies for the Company focusing on enhancing shareholder value.

Jack Laborde, Chairman of the Board of Gulf Island, stated, “We continue with our efforts to strengthen our liquidity, improve the utilization of our assets and strategically reposition the Company for growth and profitability. Gulf Island currently has a healthy liquidity position with increasing activity across our various business segments and end markets. While we remain confident in our strategic plan and the growth opportunities available to the Company, the Board has determined that it is in the best interest of our shareholders to conduct a thorough evaluation of all options reasonably available to the Company to enhance shareholder value.”

The Company has retained Johnson Rice & Company L.L.C., as financial advisor, and Jones Walker LLP, as legal counsel, to assist the Special Committee in connection with its strategic alternatives review. The Company has not set a timetable for the conclusion of the Special Committee’s review of alternative strategies and does not intend to publicly discuss or disclose further developments of the review unless and until its Board of Directors has approved a specific course of action or the Company has otherwise determined that further disclosure is appropriate. There can be no assurance that this review will result in any transaction or other strategic change or outcome for the Company.

About Gulf Island
Gulf Island is a leading fabricator of complex steel structures, modules and marine vessels used in energy extraction and production, petrochemical and industrial facilities, power generation, alternative energy and shipping and marine transportation operations. The Company also provides project management, hookup, commissioning, repair, maintenance and civil construction services. The Company operates and manages its business through three operating divisions: Fabrication, Shipyard and Services, with its corporate headquarters located in Houston, Texas and fabrication facilities located in Houma, Jennings and Lake Charles, Louisiana. For more information, please visit our website at www.gulfisland.com.

Company Information
Kirk J. Meche            Westley S. Stockton
Chief Executive Officer        Chief Financial Officer
713-714-6100            713-714-6100

Cautionary Statement
This Release contains forward-looking statements in which we discuss our potential future performance. 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 oil and gas prices, operating cash flows, capital expenditures, liquidity and tax rates. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be,” “potential” and any similar expressions are intended to identify those assertions as forward-looking statements.

We caution 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 our actual results to differ materially from those anticipated in the forward-looking statements include the cyclical nature of the oil and gas industry, competition, consolidation of our customers, timing and award of new contracts, reliance on significant customers, financial ability and credit worthiness of our customers, nature of our contract terms, competitive pricing and cost overruns on our projects, adjustments to previously reported profits or losses under the percentage-of-completion method, weather conditions, changes in backlog estimates, suspension or termination of projects, ability to raise additional capital, ability to amend or obtain

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new debt financing or credit facilities on favorable terms, ability to remain in compliance with our covenants contained in our Credit Agreement, ability to generate sufficient cash flow, ability to sell certain assets, customer or subcontractor disputes, ability to resolve the dispute with a customer relating to the purported termination of contracts to build two MPSVs, operating dangers and limits on insurance coverage, barriers to entry into new lines of business, ability to employ skilled workers, loss of key personnel, performance of subcontractors and dependence on suppliers, changes in trade policies of the U.S. and other countries, compliance with regulatory and environmental laws, lack of navigability of canals and rivers, shutdowns of the U.S. government, systems and information technology interruption or failure and data security breaches, performance of partners in our joint ventures and other strategic alliances, progress of the SeaOne Project, and other factors described in Item 1A in our Annual Report on Form 10-K for the Year Ended December 31, 2018, as updated by subsequent filings with the U.S. Securities and Exchange Commission.

Investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the forward-looking statements are made, which we cannot control. Further, we may make changes to our business plans that could affect our results. We caution investors that we do not intend to update forward-looking statements more frequently than quarterly notwithstanding any changes in our assumptions, changes in business plans, actual experiences or other changes, and we undertake no obligation to update any forward-looking statements.


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