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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 March 31, 2003
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 (I.R.S. Employer
incorporation or organization) 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 Act).
Yes [X] No [ ]
The number of shares of the Registrant's common stock, no par value per
share, outstanding at May 13, 2003 was 11,780,374.
GULF ISLAND FABRICATION, INC.
INDEX
Page
----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
at March 31, 2003 (unaudited) and December 31, 2002 ............... 3
Consolidated Statements of Income
for the Three Months Ended March 31, 2003 and 2002 (unaudited) .... 4
Consolidated Statement of Changes in Shareholders' Equity
for the Three Months Ended March 31, 2003 (unaudited) ............. 5
Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2003 and 2002 (unaudited) .... 6
Notes to Consolidated Financial Statements ........................... 7-8
Item 2. Management's Discussion and Analysis of Financial ............ 9-10
Item 3. Quantitative and Qualitative Disclosures about Market Risk ... 11
Item 4. Controls and Procedures ...................................... 11
PART II OTHER INFORMATION
Item 1. Legal Proceedings ............................................ 12
Item 4. Submission of Matters to a Vote of Security Holders .......... 12
Item 5. Other Information ............................................ 13
Item 6. Exhibits and Reports on Form 8-K ............................. 13
SIGNATURES ................................................................ 14
CERTIFICATIONS ............................................................ 15-16
EXHIBIT INDEX ............................................................. E-1
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GULF ISLAND FABRICATION, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited) (Note 1)
March 31, December 31,
2003 2002
----------- ------------
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents........................................................ $ 3,125 $ 5,667
Short-term investments........................................................... 12,903 18,783
Contracts receivable, net........................................................ 40,746 32,131
Contract retainage............................................................... 1,337 1,842
Costs and estimated earnings in excess of billings on uncompleted contracts...... 3,796 4,061
Prepaid expenses................................................................. 919 1,118
Inventory........................................................................ 1,856 1,430
-------- --------
Total current assets......................................................... 64,682 65,032
Property, plant and equipment, net.................................................. 55,768 47,471
Other assets........................................................................ 647 645
-------- --------
Total assets................................................................. $121,097 $113,148
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................. $ 4,201 $ 1,718
Billings in excess of costs and estimated earnings on uncompleted contracts...... 5,196 4,317
Accrued employee costs........................................................... 2,385 2,769
Accrued expenses................................................................. 3,236 3,388
Income taxes payable............................................................. 1,740 513
-------- --------
Total current liabilities.................................................... 16,758 12,705
Deferred income taxes............................................................... 5,790 5,467
-------- --------
Total liabilities............................................................ 22,548 18,172
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, 11,769,630 and
11,745,414 shares issued and outstanding at March 31, 2003 and December 31,
2002, respectively............................................................. 4,298 4,266
Additional paid-in capital....................................................... 36,882 36,561
Retained earnings................................................................ 57,369 54,149
-------- --------
Total shareholders' equity................................................... 98,549 94,976
-------- --------
Total liabilities and shareholders' equity................................... $121,097 $113,148
======== ========
The accompanying notes are an integral part of these statements.
3
GULF ISLAND FABRICATION, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share data)
Three Months Ended
March 31,
----------------
2003 2002
------- -------
Revenue.......................................................................... $39,573 $27,246
Cost of revenue.................................................................. 33,599 24,448
------- -------
Gross profit..................................................................... 5,974 2,798
General and administrative expenses.............................................. 1,178 908
------- -------
Operating income................................................................. 4,796 1,890
Other income (expense):
Interest expense.............................................................. (9) (9)
Interest income............................................................... 82 160
Other......................................................................... 3 57
------- -------
76 208
------- -------
Income before income taxes....................................................... 4,872 2,098
Income tax expense............................................................... 1,652 713
------- -------
Net income before cumulative effect of change in accounting principle............ 3,220 1,385
Cumulative effect of change in accounting principle.............................. -- (4,765)
------- -------
Net income (loss)................................................................ $ 3,220 $(3,380)
======= =======
Per share data:
Basic earnings (loss) per share:
Net income before cumulative effect of change in accounting principle..... $ 0.27 $ 0.12
Cumulative effect of change in accounting principle........................... -- (0.41)
------- -------
Basic earnings (loss) per share........................................ $ 0.27 $ (0.29)
======= =======
Diluted income (loss) per share:
Net income before cumulative effect of change in accounting principle..... $ 0.27 $ 0.12
Cumulative effect of change in accounting principle........................... -- (0.41)
------- -------
Diluted earnings (loss) per share...................................... $ 0.27 $ (0.29)
======= =======
Weighted-average shares................................................... 11,757 11,708
Effect of dilutive securities: employee stock options..................... 135 66
------- -------
Adjusted weighted-average shares.......................................... 11,892 11,774
======= =======
The accompanying notes are an integral part of these statements.
4
GULF ISLAND FABRICATION, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
Common Stock Additional Total
----------------- Paid-In Retained Shareholders'
Shares Amount Capital Earnings Equity
---------- ------ ---------- -------- -------------
(in thousands, except share data)
Balance at January 1, 2003....................... 11,745,414 $4,266 $36,561 $54,149 $94,976
Exercise of stock options........................ 24,216 32 283 -- 315
Income tax benefit from exercise of stock options -- -- 38 -- 38
Net income....................................... -- -- -- 3,220 3,220
---------- ------ ------- ------- -------
Balance at March 31, 2003........................ 11,769,630 $4,298 $36,882 $57,369 $98,549
========== ====== ======= ======= =======
The accompanying notes are an integral part of these statements.
5
GULF ISLAND FABRICATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended
March 31,
----------------
2003 2002
------- -------
(in thousands)
Cash flows from operating activities:
Net income (loss)..................................................................... $ 3,220 $(3,380)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating
activities:
Depreciation........................................................................ 1,235 1,142
Cumulative effect of change in accounting principle................................. -- 4,765
Deferred income taxes............................................................... 323 208
Changes in operating assets and liabilities:
Contracts receivable.............................................................. (8,615) (9,116)
Contract retainage................................................................ 505 (334)
Costs and estimated earnings in excess of billings on uncompleted contracts....... 265 (456)
Prepaid expenses, inventory and other assets...................................... (227) 371
Accounts payable.................................................................. 2,483 755
Billings in excess of costs and estimated earnings on uncompleted contracts....... 879 1,793
Accrued employee costs............................................................ (384) (338)
Accrued expenses.................................................................. (152) 457
Income taxes payable.............................................................. 1,265 505
------- -------
Net cash provided by (used in) operating activities............................. 797 (3,628)
Cash flows from investing activities:
Capital expenditures, net............................................................. (9,534) (2,537)
Proceeds from short-term investments.................................................. 6,000 --
Purchase of short-term investments.................................................... (120) (201)
------- -------
Net cash used in investing activities........................................... (3,654) (2,738)
Cash flows from financing activities:..................................................
Proceeds from exercise of stock options............................................... 315 20
------- -------
Net cash provided by financing activities....................................... 315 20
------- -------
Net decrease in cash and cash equivalents.............................................. (2,542) (6,346)
Cash and cash equivalents at beginning of period....................................... 5,667 11,274
------- -------
Cash and cash equivalents at end of period............................................. $ 3,125 $ 4,928
======= =======
Supplemental cash flow information:
Interest paid......................................................................... $ 9 $ 18
======= =======
Income taxes paid..................................................................... $ 65 $ 21
======= =======
The accompanying notes are an integral part of these statements.
6
GULF ISLAND FABRICATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTH
PERIODS ENDED MARCH 31, 2003 AND 2002
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING PRINCIPLES
Gulf Island Fabrication, Inc. (the "Company"), together with its
subsidiaries, 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 the Company 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 period ended March 31, 2003
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2003.
The balance sheet at December 31, 2002 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.
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, 2002.
NOTE 2 - ACCOUNTING FOR STOCK BASED COMPENSATION
In December 2002, FAS 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure - An Amendment of FASB Statement No. 123," was issued
by the Financial Accounting Standards Board ("FASB") and amends FAS 123,
"Accounting for Stock-Based Compensation." FAS 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 FAS 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, FAS 148 amends
Accounting Principles Board Opinion ("APB") No. 28, "Interim Financial
Reporting," to require disclosure about those effects in interim financial
information.
7
The Company elected to continue to apply APB 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 FAS 123, the Company's net income and net
income per share for the three-months ended March 31, would have been reduced to
the pro forma amounts indicated below (in thousands, except per share date):
2003 2002
----- ----
Reported net income (loss) $ 3,220 $(3,380)
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 180 213
------- -------
Incremental stock option expense per
FAS No. 123 net of tax (180) (213)
------- -------
Pro forma net income (loss) $ 3,040 $(3,593)
======= =======
Weighted-average shares (basic) as reported 11,757 11,708
Adjusted weighted-average shares (diluted) as reported 11,892 11,774
Basic earnings-per-share
Reported net income (loss) $ 0.27 $(0.29)
Pro forma net income (loss) $ 0.26 $(0.31)
Diluted earnings-per-share
Reported net income (loss) $ 0.27 $(0.29)
Pro forma net income (loss) $ 0.26 $(0.31)
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Critical Accounting Policies
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, 2002). 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, 2002. 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 period ended March 31, 2003 was
$39.6 million, an increase of 45.6%, compared to revenue of $27.2 million for
the three-month period ended March 31, 2002. The increase in revenue for the
three-month period ended March 31, 2003 was directly associated with the
increase in direct labor hours, 39.8%, applied to contracts in progress compared
to the three-month period ended March 31, 2002.
For the three-month period ended March 31, 2003, gross profit was $6.0
million (15.2% of revenue) compared to gross profit of $2.8 million (10.3% of
revenue) for the three-month period ended March 31, 2002. The increase in
production volumes, efficiencies in labor on several jobs in progress and
favorable weather conditions enabled the Company to substantially increase gross
margins for the period ended March 31, 2003, compared to the period ended March,
31 2002.
The Company's general and administrative expenses increased to $1.2 million
from $908,000 for the three-month periods ended March 31, 2003 and March 31,
2002, respectively. As a percentage of revenue, general and administrative
expenses decreased to 3.0% from 3.3% for the three-month periods ended March 31,
2003 and 2002, respectively. The majority of the increase in absolute dollar
costs for general and administrative expenses was primarily increased salary and
wage related costs. Also contributing to the lower costs for the three-month
period ended March 31, 2002, was the reimbursement of approximately $70,000 in
legal expenses related to a lawsuit that was settled in 2001.
Net interest income was $73,000 for the three-month period ended March 31,
2003, compared to $151,000 for the three-month period ended March 31, 2002.
Income generated from investments decreased substantially during the three-month
period ended March 31, 2003, compared to the three-month period ended March 31,
2002, due to the continued decline in interest rates on short-term investments
and a reduction in the amounts available for investment.
For the three-month period ended March 31, 2003, other income was $3,000
compared to $57,000 of other income for the three-month period ended March 31,
2002. Other income for the periods ended March 31, 2003 and 2002, respectively,
were related to the sale of miscellaneous equipment.
9
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 a commercial bank but has not drawn on it since December
1998. Net cash provided by operating activities was $797,000 for the
three-months ended March 31, 2003. At March 31, 2003, working capital was $47.9
million, resulting in a current ratio of 3.9 to 1. Net cash used in investing
activities for the three-months ended March 31, 2003, was $3.7 million, which
included $9.5 million for capital expenditures, $120,000 for the purchase of
short-term investments and $6.0 million utilized from short-term investments.
The majority of the capital expenditures for the first three months of 2003 were
related to the purchase of two Manitowoc model M2250 cranes ($6.5 million) and
for the cost associated with the ongoing construction of a new fabrication
building ($1.0 million) scheduled to be completed in the second quarter of 2003.
The Company's bank credit facility provides for a revolving line of credit
of up to $20.0 million, 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, 2004, 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 March 31, 2003, there were
no borrowings outstanding under the Revolver, but the Company did have letters
of credit outstanding totaling $2.6 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 March 31, 2003, the Company was in
compliance with these covenants.
Capital expenditures for the remaining nine months of 2003 are estimated to
be approximately $6.3 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 Revolver will be sufficient to fund these capital
expenditures and its working capital needs. The Company may, however, expand its
operations through future acquisitions that may require additional equity or
debt financing.
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.
10
Item 3. Quantitative and Qualitative Disclosure 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, 2002.
Item 4. Controls and Procedures.
Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's President and Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Company's President and Chief Executive
Officer along with the Company's 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 the Company's periodic Securities and
Exchange Commission filings. There have been no significant changes in the
Company's internal controls or in other factors that could significantly affect
internal controls subsequent to the date the Company carried out its evaluation.
11
PART II. OTHER INFORMATION
Item 1. Legal Proceeding.
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 4. Submission of Matters to a Vote of Security Holders.
(a) An annual meeting of the registrant's shareholders was held on April
30, 2003.
(c) The following matters were voted upon at such meeting with the results
indicated below:
(1) Election of the following nominees for directors.
Kerry J. Chauvin
Number of Votes Cast For - 9,547,432
Number of Votes Cast Against or Withheld - 422,314
Number of Abstentions - None
Number of Broker Non-Votes - None
Alden J. ("Doc") Laborde
Number of Votes Cast For - 9,258,737
Number of Votes Cast Against or Withheld - 711,009
Number of Abstentions - None
Number of Broker Non-Votes - None
Huey J. Wilson
Number of Votes Cast For - 9,922,532
Number of Votes Cast Against or Withheld - 47,214
Number of Abstentions - None
Number of Broker Non-Votes - None
(2) Ratification of appointment of Ernst & Young LLP as independent
auditors.
Number of Votes Cast For - 8,765,470
Number of Votes Cast Against or Withheld - 1,202,166
Number of Abstentions - 2,110
Number of Broker Non-Votes - None
12
Item 5. Other Information.
On April 7, 2003, the Company announced the scheduled time for the release
of its 2003 first quarter earnings and its quarterly conference call. The press
release making this announcement is attached hereto as Exhibit 99.1.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
99.1 Press release issued by the Company on April 7, 2003, announcing
the scheduled time for the release of its 2003 first quarter
earnings and its quarterly conference call.
99.2 Section 906 Certification accompanying and furnished with the
Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2003.
(b) Reports on Form 8-K.
On March 27, 2003, the Company filed a report on Form 8-K to report
(under Item 9) that the Company's Chief Executive Officer and Chief
Financial Officer had furnished the Securities and Exchange Commission
with the certifications required by Section 906 of the Sarbanes-Oxley
Act of 2002.
13
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: May 14, 2003
14
CEO CIVIL CERTIFICATION
I, Kerry J. Chauvin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Gulf Island
Fabrication, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 14, 2003
By: /s/ Kerry J. Chauvin
------------------------------------------
Kerry J. Chauvin
President and Chief Executive Officer
15
CFO CIVIL CERTIFICATION
I, Joseph P. Gallagher, III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Gulf Island
Fabrication, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 14, 2003
By: /s/ Joseph P. Gallagher, III
--------------------------------------
Joseph P. Gallagher, III
Chief Financial Officer
16
GULF ISLAND FABRICATION, INC.
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
99.1 Press release issued by the Company on April 7, 2003, announcing the
scheduled time for the release of its 2003 first quarter earnings
and its quarterly conference call.
99.2 Section 906 Certification accompanying and furnished with the
Company's Quarterly Report on Form 10-Q for the period ended March
31, 2003.
17