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GULF ISLAND FABRICATION INC - Quarter Report: 2005 June (Form 10-Q)

Form 10-Q
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 June 30, 2005

 

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 July 26, 2005 was 12,246,841.

 



Table of Contents

GULF ISLAND FABRICATION, INC.

 

I N D E X

 

          Page

PART I    FINANCIAL INFORMATION     
Item 1.    Financial Statements     
     Consolidated Balance Sheets at June 30, 2005 (unaudited) and December 31, 2004    3
     Consolidated Statements of Income for the Three and Six Months Ended June 30, 2005 and 2004 (unaudited)    4
     Consolidated Statement of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2005 (unaudited)    5
     Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004 (unaudited)    6
     Notes to Consolidated Financial Statements    7-9
     Report of Independent Registered Public Accounting Firm    10
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    11-13
Item 3.    Quantitative and Qualitative Disclosures About Market Risk    13
Item 4.    Controls and Procedures    13
PART II    OTHER INFORMATION     
Item 1.    Legal Proceedings    14
Item 4.    Submission of Matters to a Vote of Security Holders    14-15
Item 6.    Exhibits    15
SIGNATURES    16
EXHIBIT INDEX    E-1

 

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PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

GULF ISLAND FABRICATION, INC.

CONSOLIDATED BALANCE SHEETS

 

    

(Unaudited)

June 30,

2005


   

(Note 1)

December 31,

2004


 
    
    
     (in thousands)  

ASSETS

                

Current assets:

                

Cash and cash equivalents

   $ 15,781     $ 11,696  

Short-term investments

     29,771       28,701  

Contracts receivable, net

     36,040       37,077  

Contract retainage

     1,678       2,434  

Costs and estimated earnings in excess of billings on uncompleted contracts

     15,286       6,152  

Prepaid expenses

     735       1,284  

Inventory

     4,509       3,560  

Recoverable income taxes

     —         386  
    


 


Total current assets

     103,800       91,290  

Property, plant and equipment, net

     59,856       60,346  

Other assets

     649       649  
    


 


Total assets

   $ 164,305     $ 152,285  
    


 


LIABILITIES AND SHAREHOLDERS’ EQUITY

                

Current liabilities:

                

Accounts payable

   $ 11,573     $ 5,788  

Billings in excess of costs and estimated earnings on uncompleted contracts

     3,820       6,865  

Accrued employee costs

     3,789       2,619  

Accrued expenses

     885       804  

Income taxes payable

     513       —    
    


 


Total current liabilities

     20,580       16,076  

Deferred income taxes

     9,373       9,625  
    


 


Total liabilities

     29,953       25,701  

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, 12,241,341 and 12,151,041 shares issued and outstanding at June 30, 2005 and December 31, 2004, respectively

     4,909       4,780  

Additional paid-in capital

     43,781       42,326  

Retained earnings

     85,812       79,571  

Accumulated other comprehensive loss

     (150 )     (93 )
    


 


Total shareholders’ equity

     134,352       126,584  
    


 


Total liabilities and shareholders’ equity

   $ 164,305     $ 152,285  
    


 


 

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
June 30,


    Six Months Ended
June 30,


 
     2005

    2004

    2005

    2004

 

Revenue

   $ 55,412     $ 41,443     $ 109,644     $ 92,237  

Cost of revenue

     46,978       34,941       94,703       78,405  
    


 


 


 


Gross profit

     8,434       6,502       14,941       13,832  

General and administrative expenses

     1,514       1,256       2,886       2,566  
    


 


 


 


Operating income

     6,920       5,246       12,055       11,266  

Other income (expense):

                                

Interest expense

     (9 )     (20 )     (36 )     (27 )

Interest income

     310       138       597       187  

Other

     1       29       (2 )     47  
    


 


 


 


       302       147       559       207  
    


 


 


 


Income before income taxes

     7,222       5,393       12,614       11,473  

Income taxes

     2,652       1,887       4,541       4,015  
    


 


 


 


Net income

   $ 4,570     $ 3,506     $ 8,073     $ 7,458  
    


 


 


 


Per share data:

                                

Basic earnings per share

   $ 0.37     $ 0.29     $ 0.66     $ 0.62  
    


 


 


 


Diluted earnings per share

   $ 0.37     $ 0.29     $ 0.65     $ 0.62  
    


 


 


 


Weighted-average shares

     12,241       12,064       12,219       11,966  

Effect of dilutive securities: employee stock options

     103       131       118       144  
    


 


 


 


Adjusted weighted-average shares

     12,344       12,195       12,337       12,110  
    


 


 


 


Cash dividend declared per common share

   $ 0.075     $ 0.05     $ 0.15     $ 0.10  
    


 


 


 


 

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, 2005

   12,151,041    $ 4,780    $ 42,326    $ 79,571     $ (93 )   $ 126,584  

Exercise of stock options

   90,300      129      1,166      —         —         1,295  

Income tax benefit from exercise of stock options

   —        —        289      —         —         289  

Net income

   —        —        —        8,073       —         8,073  

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

   —        —        —        —         (57 )     (57 )
                                       


Comprehensive income

                                        8,016  
                                       


Dividends on common stock

   —        —        —        (1,832 )     —         (1,832 )
    
  

  

  


 


 


Balance at June 30, 2005

   12,241,341    $ 4,909    $ 43,781    $ 85,812     $ (150 )   $ 134,352  
    
  

  

  


 


 


 

The accompanying notes are an integral part of these statements.

 

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GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

     Six Months Ended
June 30,


 
     2005

    2004

 
     (in thousands)  

Cash flows from operating activities:

                

Net income

   $ 8,073     $ 7,458  

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

                

Depreciation

     3,118       2,971  

Deferred income taxes

     (252 )     602  

Changes in operating assets and liabilities:

                

Contracts receivable

     1,037       (5 )

Contract retainage

     756       4,864  

Costs and estimated earnings in excess of billings on uncompleted contracts

     (9,134 )     1,868  

Prepaid expenses, inventory and other assets

     (400 )     (28 )

Accounts payable

     5,785       (2,354 )

Billings in excess of costs and estimated earnings on uncompleted contracts

     (3,045 )     (1,525 )

Accrued employee costs

     1,170       (93 )

Accrued expenses

     81       (32 )

Income taxes payable/recoverable

     899       (1,239 )
    


 


Net cash provided by operating activities

     8,088       12,487  

Cash flows from investing activities:

                

Capital expenditures, net

     (2,628 )     (6,934 )

Purchase of short-term investments, net

     (1,127 )     (5,110 )
    


 


Net cash used in investing activities

     (3,755 )     (12,044 )

Cash flows from financing activities:

                

Proceeds from exercise of stock options

     1,295       4,045  

Tax benefit from exercise of stock options

     289       927  

Payments of dividends on common stock

     (1,832 )     (1,198 )
    


 


Net cash (used in) provided by financing activities

     (248 )     3,774  
    


 


Net change in cash and cash equivalents

     4,085       4,217  

Cash and cash equivalents at beginning of period

     11,696       8,012  
    


 


Cash and cash equivalents at end of period

   $ 15,781     $ 12,229  
    


 


Supplemental cash flow information:

                

Interest paid

   $ 138     $ 36  
    


 


Income taxes paid

   $ 3,930     $ 3,690  
    


 


 

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 SIX MONTH

PERIODS ENDED JUNE 30, 2005 AND 2004

 

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; steel warehousing and sales; onshore and offshore scaffolding and piping insulation services. 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 six-month periods ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005.

 

The balance sheet at December 31, 2004 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 2004 have been reclassified to conform to the 2005 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, 2004.

 

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NOTE 2 – ACCOUNTING FOR STOCK BASED COMPENSATION

 

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised 2004), (“Statement 123 R”) Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

 

On April 14, 2005, the U.S. Securities and Exchange Commission announced a deferral of the effective date of Statement 123(R) for calendar year companies until the beginning of 2006. Early adoption will be permitted in periods in which financial statements have not yet been issued. We expect to adopt Statement 123(R) on January 1, 2006.

 

Statement 123(R) permits public companies to adopt its requirements using one of two methods:

 

  1. A “modified prospective” method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of Statement 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123(R) for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the effective date.

 

  2. A “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

 

The company plans to adopt Statement 123(R) using the modified prospective method.

 

The Company has elected to continue to apply APB Opinion No. 25 and related interpretations in accounting for its stock option plans until the adoption of Statement 123(R) on January 1, 2006 as previously mentioned. 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.

 

The future impact of the adoption of Statement 123(R) will depend on levels of share-based payments granted in the future.

 

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

 

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with the method of SFAS No. 123, the Company’s net income and net income per share for the three-month and six-month periods ended June 30, would have been reduced to the pro forma amounts indicated below (in thousands, except per share data):

 

     Three Months Ended
June 30,


   Six Months Ended
June 30,


     2005

   2004

   2005

   2004

Reported net income

   $ 4,570    $ 3,506    $ 8,073    $ 7,458

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

     181      177      362      357
    

  

  

  

Pro forma net income

   $ 4,389    $ 3,329    $ 7,711    $ 7,101
    

  

  

  

Weighted-average shares (basic) as reported

     12,241      12,064      12,219      11,966

Adjusted weighted-average shares (diluted) as reported

     12,344      12,195      12,337      12,110

Basic earnings-per-share

                           

Reported net income

   $ 0.37    $ 0.29    $ 0.66    $ 0.62

Pro forma net income

   $ 0.36    $ 0.28    $ 0.63    $ 0.59

Diluted earnings-per-share

                           

Reported net income

   $ 0.37    $ 0.29    $ 0.65    $ 0.62

Pro forma net income

   $ 0.36    $ 0.27    $ 0.63    $ 0.59

 

NOTE 3 – CONTINGENCIES

 

In November 2004, Gulf Island, L.L.C., a wholly-owned subsidiary of Gulf Island Fabrication, Inc., filed a breach of contract suit against J. Ray McDermott for non-payment of a portion of a contract completed by Gulf Island, L.L.C. earlier in 2004. The amount of the unpaid portion of the contract in Contracts receivable, net is approximately $5 million. J. Ray McDermott has deposited certified funds with the Terrebonne Parish Clerk of Court in the amount of 125% of the unpaid portion. After consultation with legal counsel, the Company does not expect that the ultimate resolution of this matter will have a material adverse effect on the financial position or results of operations of the Company.

 

In December 2004, the Company received notice from the Louisiana Department of Environmental Quality (“LDEQ”) that its Corrective Action Plan submitted in October 2004 was not acceptable. The Corrective Action Plan was developed to provide remediation to several isolated areas located on property the Company sold in 2001. Cost of remediation based on revising the Corrective Action Plan according to the LDEQ’s recommendations in not expected to exceed $230,000.

 

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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 June 30, 2005, and the related condensed consolidated statements of income for the three-month and six-month periods ended June 30, 2005 and 2004, and the condensed consolidated statement of changes in shareholders’ equity for the six-month period ended June 30, 2005 and the condensed consolidated statements of cash flows for the six-month periods ended June 30, 2005 and 2004. These financial statements are the responsibility of the Company’s management.

 

We conducted our review 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, 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, the objective of which is the expression of 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, 2004, 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 23, 2005, 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, 2004, 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

July 26, 2005

 

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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 Company’s Annual Report on Form 10-K for the year ended December 31, 2004). 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2004. There have been no changes in the Company’s evaluation of its critical accounting policies since that date.

 

The Company will be required to adopt Statement 123 (R) for stock-based compensation effective January 1, 2006. See Note 2 to the unaudited condensed consolidated financial statements in this Form 10-Q.

 

Results of Operations

 

The Company’s revenue for the three-month and six-month periods ended June 30, 2005 was $55.4 million and $109.6 million, an increase of 33.8% and 18.9% respectively, compared to $41.4 million and $92.2 million in revenue for the three-month and six-month periods ended June 30, 2004. The increase in revenue for the three-month and six-month periods ended June 30, 2005 was directly associated with an increase in direct material pass-through sales and an increase in direct labor hours, 25.1% and 13.8%, respectively, applied to contracts in progress during the three-month and six-month periods ended June 30, 2005, compared to the three-month and six-month periods ended June 30, 2004.

 

For the three-month and six-month periods ended June 30, 2005, gross profit was $8.4 million (15.2% of revenue) and $14.9 million (13.6% of revenue), compared to gross profit of $6.5 million (15.7% of revenue) and $13.8 million (15.0% of revenue) for the three-month and six-month periods ended June 30, 2004. The decrease in gross profit margin primarily related to higher amounts of pass-through material costs, which generate little or no margin, during the periods ended June 30, 2005 as compared to the same periods in 2004.

 

The Company’s general and administrative expenses were $1.5 million for the three-month period ended June 30, 2005 and $2.9 million for the six-month period ended June 30, 2005. This compares to $1.3 million for the three-month period ended June 30, 2004 and $2.6 million for the six-month period ended June 30, 2004. As a percentage of revenue, general and administrative expenses decreased to 2.7% from 3.1% and 2.6% from 2.8% of revenue for the three-month and six-month periods ended June 30, 2005 and 2004, respectively. The increase in absolute dollar costs for general and administrative expenses, for the three-month and six month periods ended June 20, 2005, primarily resulted from increased costs related to legal proceedings in progress. For a description of legal proceedings, see Item 3 of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

 

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The Company had net interest income of $301,000 and $561,000 for the three-month and six-month periods ended June 30, 2005, respectively, compared to $118,000 and $160,000 for the three-month and six-month periods ended June 30, 2004. The increase in interest income resulted from the Company’s increase in cash and cash equivalents, 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 six-month periods ended June 30, 2005, compared to the three-month and six-month periods ended June 30, 2004.

 

The Company’s effective income tax rate increased to 36.7% and 36.0% for the three-month and six-month periods ended June 30, 2005, respectively, from 35% of income before income taxes for the comparative periods of 2004.

 

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 June 30, 2005, the Company’s cash and cash equivalents plus short-term investments totaled $45.6 million and working capital was $83.2 million, resulting in a current ratio of 5.0 to 1. Net cash provided by operating activities was $8.1 million for the six-months ended June 30, 2005. Net cash used in investing activities for the six-months ended June 30, 2005, was $3.8 million, of which $2.6 related to capital expenditures for equipment and improvements to its production facilities and $1.2 related to the purchase of short-term investments. Net cash used in financing activities for the six-month period ended June 30, 2005 was $248,000, which consisted of proceeds in the amount of $1.3 million from the exercise of stock options, $289,000 related to the tax benefit of stock options exercised 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 JPMorgan Chase Bank N.A. or LIBOR plus 1.5%. The Revolver matures December 31, 2007, 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 June 30, 2005, there were no borrowings outstanding under the Revolver, but the Company did have letters of credit outstanding totaling $ 950,000, which reduces the unused portion of the Revolver. The Company is required to maintain certain covenants, including balance sheet and cash flow ratios. At June 30, 2005, the Company was in compliance with these covenants.

 

Capital expenditures for the remaining six months of 2005 are estimated to be approximately $2.6 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.

 

Contractual Obligations

 

There have been no material changes from the information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

 

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Off-Balance Sheet Arrangements

 

There have been no material changes from the information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

 

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, 2004.

 

Item 4. Controls and Procedures.

 

The Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of June 30, 2005. 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 June 30, 2005, 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.

 

For a description of legal proceedings, see Item 3 of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

  (a) An annual meeting of the Company’s shareholders was held on April 27, 2005.

 

  (b) At the annual meeting, the shareholders elected Gregory J. Cotter and John P. Laborde to serve as directors of the Company until the 2008 annual meeting of shareholders. The terms of office of directors Kerry J. Chauvin, Alden J. Laborde, Huey J. Wilson, Hugh J. Kelly, Thomas E. Fairley and Ken C. Tamblyn continued after the annual meeting.

 

  (c) The following matters were voted upon at such meeting with the results indicated below:

 

  (1) Election of the following nominees for directors.

 

Gregory J. Cotter

Number of Votes Cast For – 11,531,491

Number of Votes Cast Against or Withheld – 156,901

Number of Abstentions – None

Number of Broker Non-Votes – None

 

John P. Laborde

Number of Votes Cast For – 9,232,555

Number of Votes Cast Against or Withheld – 2,455,837

Number of Abstentions – None

Number of Broker Non-Votes – None

 

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  (2) Ratification of appointment of Ernst & Young LLP as independent auditors.

Number of Votes Cast For – 11,587,262

Number of Votes Cast Against or Withheld – 110,113

Number of Abstentions – 1,016

Number of Broker Non-Votes – None

 

Item 6. Exhibits

 

10.1    Third Amendment to Ninth Amended and Restated Credit Agreement among the Company, Whitney National Bank and JPMorgan Chase Bank N.A. dated June 30, 2005.
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 July 13, 2005, announcing the scheduled time for the release of its 2005 second 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: July 26, 2005

 

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GULF ISLAND FABRICATION, INC.

 

EXHIBIT INDEX

 

Exhibit
Number


 

Description of Exhibit


10.1   Third Amendment to Ninth Amended and Restated Credit Agreement among the Company, Whitney National Bank and JPMorgan Chase Bank N.A. dated June 30, 2005.
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 July 13, 2005, announcing the scheduled time for the release of its 2005 second quarter earnings and its quarterly conference call.

 

E-1