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GULF ISLAND FABRICATION INC - Quarter Report: 2004 September (Form 10-Q)

Form 10-Q for Period Ended September 30,2004
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2004

 

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 0-22303

 


 

GULF ISLAND FABRICATION, INC.

(Exact name of registrant as specified in its charter)

 


 

LOUISIANA   72-1147390

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

583 THOMPSON ROAD,

HOUMA, LOUISIANA

  70363
(Address of principal executive offices)   (Zip Code)

 

(985) 872-2100

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

 

The number of shares of the Registrant’s common stock, no par value per share, outstanding at October 15, 2004 was 12,149,041.

 



Table of Contents

GULF ISLAN D FABRICATION, INC.

 

I N D E X

 

              Page

PART I       FINANCIAL INFORMATION

    
     Item 1.   Financial Statements    3
        

Consolidated Balance Sheets at September 30, 2004 (unaudited) and December 31, 2003

   3
        

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2004 and 2003 (unaudited)

   4
        

Consolidated Statement of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2004 (unaudited)

   5
        

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 and 2003 (unaudited)

   6
         Notes to Consolidated Financial Statements    7-8
         Report of Independent Registered Public Accounting Firm    9
     Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations    10-11
     Item 3.   Quantitative and Qualitative Disclosures About Market Risk    12
     Item 4.   Controls and Procedures    12

PART II      OTHER INFORMATION

    
     Item 1.   Legal Proceedings    13
     Item 5.   Other Information    13
     Item 6.   Exhibits    13

SIGNATURES

   14

EXHIBIT INDEX

   E-1

 

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PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

GULF ISLAND FABRICATION, INC.

CONSOLIDATED BALANCE SHEETS

 

     (Unaudited)     (Note 1)
     September 30,
2004


    December 31,
2003


     (in thousands)
ASSETS               

Current assets:

              

Cash and cash equivalents

   $ 26,452     $ 8,012

Short-term investments

     18,642       14,038

Contracts receivable, net

     28,170       42,443

Contract retainage

     1,752       7,062

Costs and estimated earnings in excess of billings on uncompleted contracts

     5,373       5,806

Prepaid expenses

     1,324       1,349

Inventory

     3,702       2,697

Recoverable income taxes

     501       —  
    


 

Total current assets

     85,916       81,407

Property, plant and equipment, net

     60,845       58,259

Other assets

     645       650
    


 

Total assets

   $ 147,406     $ 140,316
    


 

LIABILITIES AND SHAREHOLDERS’ EQUITY               

Current liabilities:

              

Accounts payable

   $ 5,179     $ 8,937

Billings in excess of costs and estimated earnings on uncompleted contracts

     4,843       6,003

Accrued employee costs

     3,161       3,906

Accrued expenses

     1,109       957

Income taxes payable

     —         893
    


 

Total current liabilities

     14,292       20,696

Deferred income taxes

     8,753       8,029
    


 

Total liabilities

     23,045       28,725

Shareholders’ equity:

              

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

     —         —  

Common stock, no par value, 20,000,000 shares authorized, 12,149,041 and 11,801,618 shares issued and outstanding at September 30, 2004 and December 31, 2003, respectively

     4,777       4,340

Additional paid-in capital

     42,301       37,310

Retained earnings

     77,322       69,941

Accumulated other comprehensive loss

     (39 )     —  
    


 

Total shareholders’ equity

     124,361       111,591
    


 

Total liabilities and shareholders’ equity

   $ 147,406     $ 140,316
    


 

 

The accompanying notes are an integral part of these statements.

 

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GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

( in thousands, except per share data)

 

     Three Months Ended
September 30,


    Nine Months Ended
September 30,


 
     2004

    2003

    2004

    2003

 

Revenue

   $ 35,753     $ 63,329     $ 127,990     $ 147,505  

Cost of revenue

     32,060       56,072       110,465       129,630  
    


 


 


 


Gross profit

     3,693       7,257       17,525       17,875  

General and administrative expenses

     1,197       1,234       3,763       3,568  
    


 


 


 


Operating income

     2,496       6,023       13,762       14,307  

Other income (expense):

                                

Interest expense

     (9 )     (7 )     (36 )     (30 )

Interest income

     168       39       355       170  

Other

     4       15       51       19  
    


 


 


 


       163       47       370       159  
    


 


 


 


Income before income taxes

     2,659       6,070       14,132       14,466  

Income taxes

     931       2,037       4,946       4,892  
    


 


 


 


Net income

   $ 1,728     $ 4,033     $ 9,186     $ 9,574  
    


 


 


 


Per share data:

                                

Basic earnings per share

   $ 0.14     $ 0.34     $ 0.76     $ 0.81  
    


 


 


 


Diluted earnings per share

   $ 0.14     $ 0.34     $ 0.76     $ 0.81  
    


 


 


 


Weighted-average shares

     12,136       11,787       12,022       11,774  

Effect of dilutive securities: employee stock options

     121       100       137       119  
    


 


 


 


Adjusted weighted-average shares

     12,257       11,887       12,159       11,893  
    


 


 


 


Cash dividend declared per common share

   $ 0.05     $ —       $ 0.15     $ —    
    


 


 


 


 

The accompanying notes are an integral part of these statements.

 

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GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

 

     Common Stock

  

Additional
Paid-In

Capital


   Retained
Earnings


    Accumulated
Other
Comprehensive
Income (Loss)


    Total
Shareholders’
Equity


 
     Shares

   Amount

         
     (in thousands, except share data)  

Balance at January 1, 2004

   11,801,618    $ 4,340    $ 37,310    $ 69,941     $ —       $ 111,591  

Exercise of stock options

   347,423      437      3,930      —         —         4,367  

Income tax benefit from exercise of stock options

   —        —        1,061      —         —         1,061  

Net income

   —        —        —        9,186       —         9,186  

Unrealized (loss) on available-for-sale securities, net of tax

   —        —        —        —         (39 )     (39 )
                                       


Comprehensive income

                                        9,147  
                                       


Dividends on common stock

   —        —        —        (1,805 )     —         (1,805 )
    
  

  

  


 


 


Balance at September 30, 2004

   12,149,041    $ 4,777    $ 42,301    $ 77,322     $ (39 )   $ 124,361  
    
  

  

  


 


 


 

The accompanying notes are an integral part of these statements.

 

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GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

     Nine Months Ended
September 30,


 
     2004

    2003

 
     (in thousands)  

Cash flows from operating activities:

                

Net income

   $ 9,186     $ 9,574  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation

     4,496       3,887  

Deferred income taxes

     724       565  

Tax benefit from exercise of stock options

     1,061       71  

Changes in operating assets and liabilities:

                

Contracts receivable

     14,273       (15,597 )

Contract retainage

     5,310       (1,548 )

Costs and estimated earnings in excess of billings on uncompleted contracts

     433       (3,207 )

Prepaid expenses, inventory and other assets

     (980 )     (417 )

Accounts payable

     (3,758 )     6,077  

Billings in excess of costs and estimated earnings on uncompleted contracts

     (1,160 )     5,490  

Accrued employee costs

     (745 )     1,075  

Accrued expenses

     152       2,004  

Income taxes payable/recoverable

     (1,394 )     1,863  
    


 


Net cash provided by operating activities

     27,598       9,837  

Cash flows from investing activities:

                

Capital expenditures, net

     (7,082 )     (15,273 )

Proceeds from short-term investments

     —         10,000  

Purchase of short-term investments

     (4,638 )     (190 )
    


 


Net cash used in investing activities

     (11,720 )     (5,463 )

Cash flows from financing activities:

                

Proceeds from exercise of stock options

     4,367       560  

Payments of dividends on common stock

     (1,805 )     —    
    


 


Net cash provided by financing activities

     2,562       560  
    


 


Net change in cash and cash equivalents

     18,440       4,934  

Cash and cash equivalents at beginning of period

     8,012       5,667  
    


 


Cash and cash equivalents at end of period

   $ 26,452     $ 10,601  
    


 


Supplemental cash flow information:

                

Interest paid

   $ 37     $ 23  
    


 


Income taxes paid

   $ 4,531     $ 2,394  
    


 


 

The accompanying notes are an integral part of these statements.

 

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GULF ISLAND FABRICATION, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

FOR THE THREE MONTH AND NINE MONTH

PERIODS ENDED SEPTEMBER 30, 2004 AND 2003

 

NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING PRINCIPLES

 

Gulf Island Fabrication, Inc., together with its subsidiaries, (the “Company”) is a leading fabricator of offshore drilling and production platforms and other specialized structures used in the development and production of offshore oil and gas reserves. Structures and equipment fabricated by the Company include jackets and deck sections of fixed production platforms; hull and/or deck sections of floating production platforms (such as TLP’s, SPAR’s and FPSO’s); piles; wellhead protectors; subsea templates; various production, compressor and utility modules; and offshore living quarters. The Company, located in Houma, Louisiana, also provides services such as offshore interconnect pipe hook-up; inshore marine construction; manufacture and repair of pressure vessels; and steel warehousing and sales. The Company’s principal markets are concentrated in the offshore regions of the Gulf of Mexico. The consolidated financial statements include the accounts of Gulf Island Fabrication, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ended December 31, 2004.

 

The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Certain items in 2003 have been reclassified to conform to the 2004 financial statement presentation.

 

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2003.

 

NOTE 2 – ACCOUNTING FOR STOCK BASED COMPENSATION

 

In December 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 148 (“SFAS No. 148”), “Accounting for Stock-Based Compensation – Transition and Disclosure – An Amendment of SFAS No. 123,” which amends SFAS No. 123, “Accounting for Stock-Based Compensation.” SFAS No. 148 provides alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation and amends the disclosure provisions of SFAS No. 123 to require prominent disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock-based employee compensation. Additionally, SFAS No. 148 amends Accounting Principles Board (“APB”) Opinion No. 28, “Interim Financial Reporting,” to require disclosure about those effects in interim financial information.

 

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The Company elected to continue to apply APB Opinion No. 25 and related interpretations in accounting for its stock option plans. Accordingly, no compensation cost has been recognized for its stock option plans as the exercise price of all stock options granted thereunder is equal to the fair value at the date of grant. Had compensation costs for the Company’s stock-based compensation plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method of SFAS No. 123, the Company’s net income and net income per share for the three-month and the nine-month periods ended September 30, would have been reduced to the pro forma amounts indicated below (in thousands, except per share data):

 

     Three Months Ended
September 30,


   Nine Months Ended
September 30,


     2004

   2003

   2004

   2003

Reported net income

   $ 1,728    $ 4,033    $ 9,186    $ 9,574

Add back: Stock compensation costs, net of tax included in the determination of net income reported

     —        —        —        —  

Less: Stock compensation costs, net of tax, had option expense been measured at fair value applied to all awards

     167      180      534      540
    

  

  

  

Pro forma net income

   $ 1,561    $ 3,853    $ 8,652    $ 9,034
    

  

  

  

Weighted-average shares (basic) as reported

     12,136      11,787      12,022      11,774

Adjusted weighted-average shares (diluted) as reported

     12,257      11,887      12,159      11,893

Basic earnings-per-share

                           

Reported net income

   $ 0.14    $ 0.34    $ 0.76    $ 0.81

Pro forma net income

   $ 0.13    $ 0.33    $ 0.72    $ 0.77

Diluted earnings-per-share

                           

Reported net income

   $ 0.14    $ 0.34    $ 0.76    $ 0.81

Pro forma net income

   $ 0.13    $ 0.32    $ 0.71    $ 0.76

 

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Report of Independent Registered

Public Accounting Firm

 

The Board of Directors and Shareholders

Gulf Island Fabrication, Inc.

 

We have reviewed the condensed consolidated balance sheet of Gulf Island Fabrication, Inc. as of September 30, 2004, and the related condensed consolidated statements of income for the three-month and nine-month periods ended September 30, 2004 and 2003, and the condensed consolidated statement of changes in shareholders’ equity for the nine-month period ended September 30, 2004, and the condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2004 and 2003. These financial statements are the responsibility of the Company’s management.

 

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, its objective of which is the expression an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements referred to above for them to be in conformity with U.S. generally accepted accounting Principles.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Gulf Island Fabrication, Inc. as of December 31, 2003, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the year then ended, not presented herein, and in our report dated February 19, 2004, we expressed an unqualified opinion on those consolidated financial statements. In our opinion the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

/s/ Ernst & Young LLP

 

New Orleans, Louisiana

October 26, 2004

 

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Item 2. Management’s Discussion and Analysis of Financial Condition And Results of Operations.

 

Critical Accounting Policies and Estimates

 

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Company to make estimates and assumptions (see Note 1 to the consolidated financial statements included in the annual report on Form 10-K for the year ended December 31, 2003). The Company believes that of its significant accounting policies, the following involve a higher degree of judgement and complexity: revenue recognition and estimating the recoverability of accounts receivable. Critical accounting policies are discussed more fully in the annual report on Form 10-K for the year ended December 31, 2003. There have been no changes in the Company’s evaluation of its critical accounting policies since that date.

 

Results of Operations

 

The Company’s revenue for the three-month and nine-month periods ended September 30, 2004 was $35.8 million and $128.0 million, a decrease of 43.4% and 13.2%, respectively, compared to $63.3 million and $147.5 million in revenue for the three-month and nine-month periods ended September 30, 2003. The decrease in revenue for the three-month and nine-month periods ended September 30, 2004 was directly associated with a decrease in direct labor hours, 20.8% and 10.2%, respectively. Also contributing to the decrease in revenue was a reduction in direct material and subcontractor pass-through sales applied to contracts in progress during the three-month and nine-month periods ended September 30, 2004, compared to the three-month and nine-month periods ended September 30, 2003.

 

For the three-month and nine-month periods ended September 30, 2004, gross profit was $3.7 million (10.3% of revenue) and $17.5 million (13.7% of revenue), compared to gross profit of $7.3 million (11.5% of revenue) and $17.9 million (12.1% of revenue) for the three-month and nine-month periods ended September 30, 2003. Gross profit decreased $3.6 million (or 49.3%) and $350,000 (or 2.0%) when comparing the three-month and nine-month periods ended September 30, 2004 to the comparable periods in 2003. During the three-month and nine-month periods ended September 30, 2004, the Company substantially reduced its reliance on contract labor man-hours. The efficiencies that resulted positively impacted the gross profit margins for both the three-month and nine-month periods of 2004. However, the 43.4% reduction in revenue for the three-month period ended September 30, 2004 prevented the Company from exceeding the gross profit margin or gross profit of the comparable three-month period of 2003. For the nine-month period ended September 30, 2004, with only a 13.2 % decrease in revenue, the Company was able to exceed the gross profit margin, but not the gross profit of the nine-month period of 2003.

 

The Company’s general and administrative expenses were $1.2 million for the three-month period ended and $3.8 million for the nine-month period ended September 30, 2004, respectively. This compares to $1.2 million for the three-month period and $3.6 million for the nine-month period ended September 30, 2003, respectively. As a percentage of revenue, general and administrative expenses increased to 3.4% from 1.9% of revenue for the three-month periods ended September 30, 2004 and 2003, respectively, and increased to 3.0% from

 

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2.4% of revenue for the comparable nine-month periods. The increase in absolute dollar costs for general and administrative expenses primarily resulted from increased salary and wage related costs.

 

The Company had net interest income of $159,000 and $319,000 for the three-month and nine-month periods ended September 30, 2004, respectively, compared to $32,000 and $140,000 for the three-month and nine-month periods ended September 30, 2003. The increase in interest income resulted from the Company’s increased investments of cash, which was made available due to the increase in cash provided by operating activities, and an increase in investment yield for the three-month and nine-month periods ended September 30, 2004, compared to the three-month and nine-month periods ended September 30, 2003.

 

The Company’s effective income tax rate increased to 35% from 34% of income before income taxes as a result of the estimated tax liabilities of the Company when comparing the three-month and nine-month periods ended September 30, 2004 and 2003, respectively.

 

Liquidity and Capital Resources

 

Historically the Company has funded its business activities primarily through funds generated from operations. The Company also maintains a revolving line of credit with commercial banks, but has not drawn on it since December 1998. At September 30, 2004, the Company’s cash and cash equivalents plus short-term investments totaled $45.1 million and working capital was $71.6 million, resulting in a current ratio of 6.0 to 1. Net cash provided by operating activities was $27.6 million for the nine-months ended September 30, 2004. Net cash used in investing activities for the nine-months ended September 30, 2004, was $11.7 million, of which $7.1 related to capital expenditures for equipment and improvements to its production facilities and $4.6 related to the purchase of short-term investments. Net cash provided by financing activities for the nine-month period ended September 30, 2004 was $2.6 million, which consisted of proceeds in the amount of $4.4 million from the exercise of stock options, and $1.8 million used to pay dividends on common stock.

 

The Company’s bank credit facility provides for a revolving line of credit of up to $20.0 million (“the Revolver”), which bears interest equal to, at the Company’s option, the prime lending rate established by Bank One Corporation or LIBOR plus 1.5%. The Revolver matures December 31, 2006, and is secured by a mortgage on the Company’s real estate, machinery and equipment, and fixtures. The Company pays a fee on a quarterly basis of three-sixteenths of one percent per annum on the weighted-average unused portion of the Revolver. At September 30, 2004, there were no borrowings outstanding under the Revolver, but the Company did have letters of credit outstanding totaling $2.2 million, which reduces the unused portion of the Revolver. The Company is required to maintain certain covenants, including balance sheet and cash flow ratios. At September 30, 2004, the Company was in compliance with these covenants.

 

Capital expenditures for the remaining three months of 2004 are estimated to be approximately $2.4 million, which includes the purchase of machinery and equipment and additional yard and facility expansion improvements. Management believes that its available funds, cash generated by operating activities and funds available under the bank credit facility will be sufficient to fund its capital expenditures and working capital needs.

 

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Contractual Obligations

 

There have been no material changes from the information included in the Company’s Form 10-K for the year ended December 31, 2003.

 

Off-Balance Sheet Arrangements

 

There have been no material changes from the information included in the Company’s Form 10-K for the year ended December 31, 2003.

 

Forward-Looking Statements

 

Statements under “Results of Operations” and “Liquidity and Capital Resources” and other statements in this report and the exhibits hereto that are not statements of historical fact are forward-looking statements. These statements involve risks and uncertainties that include, among others, the timing and extent of changes in the prices of crude oil and natural gas; the timing of new projects and the Company’s ability to obtain them; competitive factors in the heavy marine fabrication industry; the Company’s ability to successfully complete the testing, production and marketing of the MinDOC (a deepwater floating, drilling, and production concept) and other deep water production systems and to develop and provide financing for them; and the Company’s ability to attract and retain qualified production employees at acceptable compensation rates. Changes in these factors could result in changes in the Company’s performance and could cause the actual results to differ materially from those expressed in the forward-looking statements.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

There have been no material changes from the information included in the Company’s Form 10-K for the year ended December 31, 2003.

 

Item 4. Controls and Procedures.

 

The Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of September 30, 2004. The evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company, including its consolidated subsidiaries, required to be included in reports the Company files with or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934. There have been no changes during the fiscal quarter ended September 30, 2004, in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

The Company is subject to various routine legal proceedings in the normal conduct of its business primarily involving commercial claims, workers’ compensation claims, and claims for personal injury under general maritime laws of the United States and the Jones Act. While the outcome of these lawsuits, legal proceedings and claims cannot be predicted with certainty, management believes that the outcome of any such proceedings, even if determined adversely, would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

 

Item 5. Other Information.

 

On October 11, 2004, the Company announced the scheduled time for the release of its 2004 third quarter earnings and its quarterly conference call. The press release making this announcement is attached hereto as Exhibit 99.1.

 

Item 6. Exhibits

 

  15.1     Letter regarding unaudited interim financial information

 

  31.1     CEO Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.

 

  31.2     CFO Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.

 

  32     Section 906 Certification furnished pursuant to 18 U.S.C. Section 1350.

 

  99.1     Press release issued by the Company on October 11, 2004, announcing the scheduled time for the release of its 2004 third quarter earnings and its quarterly conference call.

 

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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 thereunto duly authorized.

 

GULF ISLAND FABRICATION, INC.
By:  

/s/ Joseph P. Gallagher, III


    Joseph P. Gallagher, III
    Vice President – Finance,
    Chief Financial Officer
and Treasurer
    (Principal Financial Officer
and Duly Authorized Officer)

 

Date: October 27, 2004

 

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Table of Contents

GULF ISLAND FABRICATION, INC.

 

EXHIBIT INDEX

 

Exhibit
Number


 

Description of Exhibit


15.1   Letter regarding unaudited interim financial information
31.1   CEO Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
31.2   CFO Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
32   Section 906 Certification furnished pursuant to 18 U.S.C. Section 1350.
99.1   Press release issued by the Company on October 11 2004, announcing the scheduled time for the release of its 2004 third quarter earnings and its quarterly conference call.

 

E-1