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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, 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 July 21, 2004 was 12,118,601.

 



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, 2004 (unaudited) and December 31, 2003    3
    Consolidated Statements of Income for the Three and Six Months Ended June 30, 2004 and 2003 (unaudited)    4
    Consolidated Statement of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2004 (unaudited)    5
    Consolidated Statements of Cash Flows for the Six Months Ended June 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 and Reports on Form 8-K    13

SIGNATURES

   15

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)
     June 30,
2004


   

December 31,

2003


     (in thousands)

ASSETS

              

Current assets:

              

Cash and cash equivalents

   $ 12,229     $ 8,012

Short-term investments

     19,100       14,038

Contracts receivable, net

     42,448       42,443

Contract retainage

     2,198       7,062

Costs and estimated earnings in excess of billings on uncompleted contracts

     3,938       5,806

Prepaid expenses

     766       1,349

Inventory

     3,308       2,697

Recoverable income taxes

     346       —  
    


 

Total current assets

     84,333       81,407

Property, plant and equipment, net

     62,222       58,259

Other assets

     648       650
    


 

Total assets

   $ 147,203     $ 140,316
    


 

LIABILITIES AND SHAREHOLDERS’ EQUITY

              

Current liabilities:

              

Accounts payable

   $ 6,583     $ 8,937

Billings in excess of costs and estimated earnings on uncompleted contracts

     4,478       6,003

Accrued employee costs

     3,813       3,906

Accrued expenses

     925       957

Income taxes payable

     —         893
    


 

Total current liabilities

     15,799       20,696

Deferred income taxes

     8,631       8,029
    


 

Total liabilities

     24,430       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, 12,114,601 and 11,801,618 shares issued and outstanding at June 30, 2004 and December 31, 2003, respectively

     4,745       4,340

Additional paid-in capital

     41,877       37,310

Retained earnings

     76,201       69,941

Other comprehensive loss

     (50 )     —  
    


 

Total shareholders’ equity

     122,773       111,591
    


 

Total liabilities and shareholders’ equity

   $ 147,203     $ 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
June 30,


    Six Months Ended
June 30,


 
     2004

    2003

    2004

    2003

 

Revenue

   $ 41,443     $ 44,603     $ 92,237     $ 84,176  

Cost of revenue

     34,941       39,959       78,405       73,558  
    


 


 


 


Gross profit

     6,502       4,644       13,832       10,618  

General and administrative expenses

     1,256       1,156       2,566       2,334  
    


 


 


 


Operating income

     5,246       3,488       11,266       8,284  

Other income (expense):

                                

Interest expense

     (20 )     (14 )     (27 )     (23 )

Interest income

     138       49       187       131  

Other

     29       1       47       4  
    


 


 


 


       147       36       207       112  
    


 


 


 


Income before income taxes

     5,393       3,524       11,473       8,396  

Income taxes

     1,887       1,203       4,015       2,855  
    


 


 


 


Net income

   $ 3,506     $ 2,321     $ 7,458     $ 5,541  
    


 


 


 


Per share data:

                                

Basic earnings per share

   $ 0.29     $ 0.20     $ 0.62     $ 0.47  
    


 


 


 


Diluted earnings per share

   $ 0.29     $ 0.20     $ 0.62     $ 0.47  
    


 


 


 


Weighted-average shares

     12,064       11,778       11,966       11,768  

Effect of dilutive securities: employee stock options

     131       122       144       128  
    


 


 


 


Adjusted weighted-average shares

     12,195       11,900       12,110       11,896  
    


 


 


 


Cash dividend declared per common share

   $ 0.05     $ —       $ 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


    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

   312,983      405      3,640      —         —         4,045  

Income tax benefit from exercise of stock options

   —        —        927      —         —         927  

Net income

   —        —        —        7,458       —         7,458  

Unrealized (loss) on available-for-sale securities

   —        —        —        —         (50 )     (50 )
                                       


Comprehensive income

                                        7,408  
                                       


Dividends on common stock

   —        —        —        (1,198 )     —         (1,198 )
    
  

  

  


 


 


Balance at June 30, 2004

   12,114,601    $ 4,745    $ 41,877    $ 76,201     $ (50 )   $ 122,773  
    
  

  

  


 


 


 

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,


 
     2004

    2003

 
     (in thousands)  

Cash flows from operating activities:

                

Net income

   $ 7,458     $ 5,541  

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

                

Depreciation

     2,971       2,534  

Deferred income taxes

     602       614  

Tax benefit from exercise of stock options

     927       65  

Changes in operating assets and liabilities:

                

Contracts receivable

     (5 )     (12,015 )

Contract retainage

     4,864       93  

Costs and estimated earnings in excess of billings on uncompleted contracts

     1,868       (709 )

Prepaid expenses, inventory and other assets

     (26 )     (281 )

Accounts payable

     (2,354 )     492  

Billings in excess of costs and estimated earnings on uncompleted contracts

     (1,525 )     3,232  

Accrued employee costs

     (93 )     464  

Accrued expenses

     (32 )     2,009  

Income taxes payable/recoverable

     (1,239 )     780  
    


 


Net cash provided by operating activities

     13,416       2,819  

Cash flows from investing activities:

                

Capital expenditures, net

     (6,934 )     (13,985 )

Proceeds from short-term investments

     —         10,000  

Purchase of short-term investments

     (5,112 )     (204 )
    


 


Net cash used in investing activities

     (12,046 )     (4,189 )

Cash flows from financing activities:

                

Proceeds from exercise of stock options

     4,045       481  

Payments of dividends on common stock

     (1,198 )     —    
    


 


Net cash provided by financing activities

     2,847       481  
    


 


Net change in cash and cash equivalents

     4,217       (889 )

Cash and cash equivalents at beginning of period

     8,012       5,667  
    


 


Cash and cash equivalents at end of period

   $ 12,229     $ 4,778  
    


 


Supplemental cash flow information:

                

Interest paid

   $ 36     $ 23  
    


 


Income taxes paid

   $ 3,690     $ 1,396  
    


 


 

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, 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 six-month periods ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ended December 31, 2004.

 

Certain items in 2003 have been reclassified to confirm to the 2004 financial statement presentation.

 

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.

 

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

 

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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.

 

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 six-months ended June 30, would have been reduced to the pro forma amounts indicated below (in thousands, except per share data):

 

     2004

   2003

Reported net income

   $ 7,458    $ 5,541

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

     357      360
    

  

Pro forma net income

   $ 7,101    $ 5,181
    

  

Weighted-average shares (basic) as reported

     11,966      11,768

Adjusted weighted-average shares (diluted) as reported

     12,110      11,896

Basic earnings-per-share

             

Reported net income

   $ 0.62    $ 0.47

Pro forma net income

   $ 0.59    $ 0.44

Diluted earnings-per-share

             

Reported net income

   $ 0.62    $ 0.47

Pro forma net income

   $ 0.59    $ 0.44

 

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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, 2004, and the related condensed consolidated statements of income for the three-month and six-month periods ended June 30, 2004 and 2003, and the condensed consolidated statement of changes in shareholders’ equity for the six month period ended June 30, 2004 and the condensed consolidated statements of cash flows for the six-month periods ended June 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

July 27, 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 periods ended June 30, 2004 and 2003 was $41.4 million compared to $44.6 million, respectively, a decrease of 7.2%. The decrease in revenue for the three-month period ended June 30, 2004 was directly associated with the decrease in direct labor hours, 13.5%, applied to contracts in progress compared to the three-month period ended June 30, 2003. The Company’s revenue for the six-month periods ended June 30, 2004 and 2003 was $92.2 million compared to $84.2 million, respectively, an increase of 9.5%. The increase in revenue for the six-month period ended June 30, 2004 was primarily the result of an increase in pass-through costs, such as materials and outside services, compared to the six-month period ended June 30, 2003.

 

For the three-month and six-month periods ended June 30, 2004, gross profit was $6.5 million (15.7% of revenue) and $13.8 million (15.0% of revenue), compared to $4.6 million (10.3% of revenue) and $10.6 million (12.6% of revenue) of gross profit for the three-month and six-month periods ended June 30, 2003. Gross profit increased $1.9 million or (41.3%) and $3.2 million or (30.2%) when comparing the three-month and six-month periods ended June 30, 2004 to the comparable periods in 2003. The volume of direct labor hours applied to contracts in progress for the three-month and six month periods ended June 30, 2004 compared to the three-month and six-month periods ended June 30, 2003, decreased 13.5% and 4.2%, respectively. During the first six months of 2004 however, the Company substantially reduced its reliance on contract labor man-hours, which reliance caused inefficiencies that resulted in reduced gross margins for the comparable periods ended June 30, 2003.

 

The Company’s general and administrative expenses were $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. This compares to $1.2 million for the three-month period ended June 30, 2003 and $2.3 million for the six-month period ended June 30, 2003. As a percentage of revenue, general and administrative expenses increased to 3.1% from 2.7% of revenue for the three-month periods ended June 30, 2004 and 2003, respectively, and increased to 2.8% from 2.7% of revenue for the comparable six-month periods. The increase in absolute dollar costs for general and administrative expenses primarily resulted from increased salary and wage related costs.

 

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The Company had net interest income of $118,000 and $160,000 for the three-month and six-month periods ended June 30, 2004, respectively, compared to $35,000 and $108,000 for the three-month and six-month periods ended June 30, 2003. The increase in interest income resulted from the Company’s investment of larger sums of cash, which was made available due to the increase in cash provided by operating activities for the three-month and six-month periods ended June 30, 2004, compared to the three-month and six-month periods ended June 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 six-month periods ended June 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 June 30, 2004, the Company’s cash and cash equivalents plus short-term investments totaled $31.3 million and working capital was $68.5 million, resulting in a current ratio of 5.3 to 1. Net cash provided by operating activities was $13.4 million for the six-months ended June 30, 2004. Net cash used in investing activities for the six-months ended June 30, 2004, was $12.0 million, of which $6.9 related to capital expenditures for equipment and improvements to its production facilities and $5.1 related to the purchase of short-term investments. Net cash provided by financing activities for the six-month period ended June 30, 2004 was $2.8 million, which consisted of proceeds in the amount of $4.0 million from the exercise of stock options, and $1.2 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 June 30, 2004, there were no borrowings outstanding under the Revolver, but the Company did have letters of credit outstanding totaling $3.9 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 June 30, 2004, the Company was in compliance with these covenants.

 

Capital expenditures for the remaining six months of 2004 are estimated to be approximately $4.9 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 June 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 June 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 July 15, 2004, the Company announced the scheduled time for the release of its 2004 second 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.

 

10.1    First Amendment to Ninth Amended and Restated Credit Agreement among the Company, Bank One, NA and Whitney National Bank, dated June 30, 2004.
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 15, 2004, announcing the scheduled time for the release of its 2004 second quarter earnings and its quarterly conference call.

 

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  (b) Reports on Form 8-K.

 

On April 29, 2004, the Company filed a report on Form 8-K under Items 7 and 12 to furnish its press release announcing its 2004 first quarter earnings.

 

On April 30, 2004, the Company filed a report on Form 8-K under Items 5 and 7 to furnish its press release announcing the declaration of a common stock dividend.

 

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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 28, 2004

 

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GULF ISLAND FABRICATION, INC.

 

EXHIBIT INDEX

 

Exhibit
Number


  

Description of Exhibit


10.1    First Amendment to Ninth Amended and Restated Credit Agreement among the Company, Bank One, NA and Whitney National Bank, dated June 30, 2004.
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 15, 2004, announcing the scheduled time for the release of its 2004 second quarter earnings and its quarterly conference call.

 

E-1