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 March 31, 1997
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 Identification No.)
Incorporation or Organization)
583 THOMPSON ROAD,
HOUMA, LOUISIANA 70363
(Address of Principal Executive Offices) (Zip Code)
(504) 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 No X
As of May 14, 1997, there were 3,500,000 shares of common stock, no par
value, outstanding.
GULF ISLAND FABRICATION, INC.
INDEX
Page
Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet
December 31, 1996 and March 31,1997 1
Consolidated Statement of Income
Three Months Ended March 31,1996 and March 31, 1997 2
Consolidated Statement of Changes in Shareholders' Equity
Three Months Ended March 31, 1997 3
Consolidated Statement of Cash Flows
Three Months Ended March 31, 1996 and March 31, 1997 4
Notes to the Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GULF ISLAND FABRICATION, INC.
CONSOLIDATED BALANCE SHEET
(in thousands, except share data)
March 31,
---------------------
Pro Forma
(Note 3)
December 31, 1997 1997
1996 (unaudited) (unaudited)
------------ ----------- ----------
ASSETS
Current assets:
Cash $ 1,357 $ 410 $ 410
Contracts receivable, net 11,674 22,608 22,608
Contract retainage 1,806 641 641
Costs and estimated earnings in excess
of billings on uncompleted contracts 1,306 1,608 1,608
Prepaid expenses 500 705 705
Inventory 1,113 1,562 1,562
------------ ------------ ----------
Total current assets 17,756 27,534 27,534
Property, plant and equipment, net 17,735 25,851 25,851
Other assets 418 562 562
------------ ------------ ----------
$ 35,909 $ 53,947 $ 53,947
============ ============ ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,081 $ 4,473 $ 4,473
Billings in excess of costs and estimated
earnings on uncompleted contracts 2,205 1,356 1,356
Accrued employee costs 1,903 1,921 1,921
Accrued expenses 1,036 4,868 4,868
Income taxes payable - 84 84
Current portion of notes payable 530 548 548
Distribution to shareholders - - 14,000
------------ ------------ ----------
Total current liabilities 6,755 13,250 27,250
Deferred income taxes (Note 3) - - 1,243
Notes payable, less current portion 5,657 16,214 16,214
------------ ------------ ----------
Total liabilities 12,412 29,464 44,707
------------ ------------ ----------
Commitments and contingent liabilities (Note 6)
Shareholders' equity (Note 5):
Preferred stock, no par value,
5,000,000 sharesauthorized,
no shares issued and outstanding - - -
Common stock, no par value,
20,000,000 shares authorized,
3,500,000 shares issued and
outstanding 1,000 1,000 1,000
Additional paid-in capital 6,670 6,670 6,670
Retained earnings 15,827 16,813 1,570
------------ ------------ -----------
Total shareholders' equity 23,497 24,483 9,240
------------ ------------ -----------
$ 35,909 $ 53,947 $ 53,947
============ ============ ===========
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(in thousands, except per share data)
Three months ended March 31,
----------------------------
1996 1997
----------- ----------
Revenue $ 19,504 $ 30,224
Costs of revenue 18,158 25,359
----------- ----------
Gross profit 1,346 4,865
General and administrative expenses 512 1,002
----------- ----------
Operating income 834 3,863
Interest expense, net 52 236
----------- ----------
Net income $ 782 $ 3,627
=========== ==========
Pro forma data (Note 3):
Net income, reported above $ 782 $ 3,627
Pro forma provision for income taxes
related to operations as S Corporation 297 1,379
----------- ----------
Pro forma net income $ 485 $ 2,248
=========== ==========
Pro forma per share data (Note 4):
Pro forma net income per share
(using 3,927,000 shares) $ .12 $ .57
=========== ==========
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
(in thousands, except share data)
Additional
Common Stock Paid-in Retained
Shares Amount Capital Earnings Total
--------- -------- ------- --------- -------
Balance at
December 31, 1996 3,500,000 $ 1,000 $ 6,670 $ 15,827 $ 23,497
Dividends paid - - - (2,641) (2,641)
Net income - - - 3,627 3,627
--------- -------- ------- --------- -------
Balance at
March 31, 1997 3,500,000 $ 1,000 $ 6,670 $ 16,813 $ 24,483
========= ======== ======= ======== ========
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(in thousands)
Three months ended March 31,
---------------------------------
1996 1997
-------------- ---------------
Cash flows from operating activities:
Cash received from customers $ 10,047 $ 23,862
Cash paid to suppliers and employees (9,900) (20,578)
Interest paid (71) (236)
-------------- ---------------
Net cash provided by operating activities 76 3,048
-------------- ---------------
Cash flows from investing activities:
Capital expenditures, net (1,777) (5,664)
Payment for purchase of Dolphin Services,
net of cash acquired - (5,803)
Proceeds from cash surrender value of
insurance policy - 253
Net cash used in investing activities (1,777) (11,214)
Cash flows from financing activities:
Proceeds from issuance of notes payable 325 10,048
Principal payments on notes payable - (45)
Dividends paid (597) (2,641)
Payment of costs associated with
initial public offering (143)
-------------- ---------------
Net cash provided by (used in)
financing activities (272) 7,219
-------------- ---------------
Net decrease in cash (1,973) (947)
Cash at beginning of period 2,084 1,357
-------------- ---------------
Cash at end of period $ 111 $ 410
============== ===============
Reconciliation of net income to
net cash provided by operating activities:
Net income $ 782 $ 3,627
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 344 647
Increase in contracts receivable (9,456) (6,138)
(Increase) decrease in contract retainage (86) 1,359
(Increase) decrease in costs and
estimated earnings in excess of billings
on uncompleted contracts 319 (247)
Decrease in prepaid expenses
and other assets 119 524
Increase in accounts payable
and accrued expenses 3,854 4,981
Decrease in other liabilities - (369)
Increase (decrease) in billings in excess
of costs and estimated earnings on
uncompleted contracts 4,200 (1,336)
Net cash provided by operating activities $ 76 $ 3,048
============== ===============
The accompanying notes are an integral part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING PRINCIPLES
The consolidated financial statements include the accounts of
Gulf Island Fabrication, Inc. and its wholly-owned subsidies
(the "Company"). The Company, located in Houma, Louisiana, is
engaged in the fabrication and refurbishment of offshore oil
and gas platforms for oil and gas industry companies. The
Company's principal markets are concentrated in the offshore
regions of the coast of the Gulf of Mexico.
On January 2, 1997, the Company acquired all outstanding shares
of Dolphin Services, Inc., Dolphin Steel Sales Inc. and Dolphin
Sales and Rentals Inc. for $5.9 million. The acquired
corporations perform fabrication, sandblasting, painting and
construction for offshore oil and gas platforms in inland
and offshore regions of the coast of the Gulf of Mexico. On
April 30, 1997 Dolphin Steel Sales, Inc. and Dolphin Sales and
Rentals, Inc. merged into Dolphin Services, Inc. The three
corporations collectively are referred to hereinafter as
"Dolphin Services". (See Note 2.)
On February 13, 1997, the Board of Directors approved the
filing of an initial registration statement on Form S-1 with
the Securities and Exchange commission to register and sell 2.3
million shares of common stock. Shortly before the closing of
the offering on April 9, 1997, the Company's current
shareholders elected to terminate its status as an S
Corporation, and the Company has become subject to federal and
state income taxes. (See Note 3.)
The information presented for March 31, 1997 and for the three-
month periods ended March 31, 1996 and 1997, is unaudited. In
the opinion of the Company's management, the accompanying
unaudited financial statements contain all adjustments
(consisting of normal recurring adjustments) which the Company
considers necessary for the fair presentation of the Company's
financial position as of March 31, 1997 and the results of its
operations and its cash flows for the three-month periods
ending March 31, 1996 and 1997.
In the opinion of management, the financial statements included
herein have been prepared in accordance with generally accepted
accounting principles and the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, certain information
and disclosures normally included in financial statements have
been condensed or omitted. These financial statements should
be read in conjunction with the Company's audited financial
statements for the year ended December 31, 1996, which were
included as part of the Company's Registration Statement on
Form S-1 (Registration No. 333-21863), as declared effective by
the Securities and Exchange Commission on April 3, 1997.
The results of operations for the three months ended March 31,
1997 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997.
NOTE 2 - ACQUISITION OF DOLPHIN SERVICES
On January 2, 1997, the Company acquired all outstanding shares
of Dolphin Services for $5.9 million which was financed by
borrowings under the Company's line of credit. The acquisition
was accounted for under the purchase method of accounting.
Accordingly, the operations of Dolphin Services are included in
the Company's operations from January 2, 1997. Assuming the
acquisition of Dolphin Services had occurred on January 1,
1996, pro forma revenue and pro forma net income for the three
months ended March 31, 1996 would have been $24.1 million and
$601,000, including a pro forma provision for income taxes
assuming the Company had operated as a C Corporation. Pro
forma net income per share for the three months ended March 31,
1996 would have been $.15, based on average common shares
outstanding of 3,927,000.
NOTE 3 - TERMINATION OF S CORPORATION STATUS
On April 4, 1997, the Company's shareholders elected to
terminate the Company's status as an S Corporation, and the
Company became subject to federal and state income taxes.
Prior to its termination as an S Corporation, the Company
declared a distribution of $14 million to its current
shareholders representing substantially all of the Company's
remaining undistributed S Corporation earnings through March
31, 1997. The S Corporation earnings through April 4, 1997
were an immaterial part of the total distribution.
The pro forma balance sheet of the Company as of March 31, 1997
reflects a deferred income tax liability of $1.2 million
resulting from the assumed termination of the S Corporation
status and an accrual of $14 million for distribution of S
Corporation undistributed tax basis earnings at that date. The
amount of the Company's retained earnings that is not
reclassified represents primarily the C Corporation earnings
prior to the Company's election of subchapter S Corporation
status in 1989. The Company will be required to record the
cumulative effect of the deferred tax liability as a portion of
the provision for income taxes for continuing operations in
April 1997, upon termination of S Corporation status.
NOTE 4 - NET INCOME PER SHARE
Pro forma net income per share consists of the Company's
historical net income as an S Corporation, adjusted for income
taxes that would have been recorded had the Company operated as
a C Corporation. This amount is divided by the weighted
average shares of common stock outstanding after giving
retroactive effect to the stock split described in Note 5
(3,500,000 shares), and increased to reflect the assumed
issuance of sufficient additional shares to pay the
distributions to shareholders in excess of historical net
income for the year ended December 31, 1996 (427,000 shares).
All such additional shares are assumed to be issued at the
offering price of $15 per share, net of offering expenses (see
Note 5).
The Company used proceeds received from its public offering
(Notes 1 and 5) to repay all outstanding debt at March 31,
1997. Accordingly, the Company has calculated a pro forma
supplemental net income per share of $.50 for the three months
ended March 31, 1997. The pro forma supplemental net income
per share is calculated by (a) dividing the pro forma net
income, increased by the interest expense, net of tax, on the
debt outstanding at March 31, 1997, by (b) the 3,927,000
average shares outstanding, as increased to reflect the assumed
issuance of sufficient additional shares to retire the debt
calculated based on the date of issue of the debt (814,543
shares). All such additional shares are assumed to be issue at
the offering price of $15 per share, net of offering expenses.
NOTE 5 - SHAREHOLDERS' EQUITY
On February 14, 1997, the shareholders took the following
action:
(a) Authorized the issuance of 2.5 additional shares of no par
value common stock for each of the then outstanding 1
million shares, which resulted in 3.5 million total
outstanding shares. This recapitalization is reflected
retroactively in the accompanying financial statements and
per share calculations.
(b) Increased the authorized common shares from 10 million
shares to 20 million shares.
(c) Authorized 5 million shares of no par value preferred
stock. There are no preferred shares issued or outstanding.
On April 3, 1997, the Company's Registration Statement on Form
S-1 (Registration No. 333-21863) was declared effective by the
Securities and Exchange Commission. On April 9, 1997, the
Company sold 2.3 million common shares pursuant to the
registration statement, increasing the total shares outstanding
to 5.8 million. The company received net proceeds from the
sale of $31.3 million.
NOTE 6 - COMMITMENTS AND CONTINGENT LIABILITIES
The Company is one of four defendants in a lawsuit in which the
plaintiff claims that the Company improperly installed certain
attachments to a jacket that it had fabricated for the
plaintiff. The plaintiff, which has recovered most of its out-
of-pocket losses from its insurer, seeks to recover the
remainder of its claimed out-of-pocket losses (approximately $1
million) and approximately $63 million for punitive damages and
for economic losses which it alleges resulted from the delay in
oil and gas production that was caused by these events. The
Company is vigorously contesting the plaintiff's claims and,
based on the Company's analysis of those claims, the Company's
defenses thereto, and the Court's rulings received to date, the
Company believes that its liability for such claims, if any,
will not be material to its financial position. In view of
the uncertainties inherent in litigation, however, no assurance
can be given as to the ultimate outcome of such claims.
The Company is subject to claims arising through the normal
conduct of its business. While the ultimate outcome of such
claims cannot be determined, management does not expect that
these matters will have a material adverse effect on the
financial position or results of operations of the Company.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
This discussion and analysis of financial condition and
results of operations should be read in conjunction with the
unaudited consolidated financial statements and the related
disclosures included elsewhere herein and Management's
Discussion and Analysis of Financial Condition and Results of
Operations included as part of the Company's Registration
Statement on Form S-1 (Registration No. 333-21863), as declared
effective by the Securities and Exchange Commission on April 3,
1997.
Results of Operations
On January 2, 1997, the Company acquired all the
outstanding stock of Dolphin Services , Inc. and its two
affiliated corporations (collectively, "Dolphin Services"). As
used hereinafter, unless the context requires otherwise, the
term "Company" refers to the Company and Dolphin Services on a
consolidated basis, the term "Parent" refers to the Company
only and the term "Subsidiary" refers to Dolphin Services only.
The Statement of Income included in the financial statements
reported herein presents the results of operations of the
Company for the first quarter ended March 31, 1997, compared to
the results of operations of the Parent for the first quarter
ended March 31, 1996.
The following table sets forth the results of operations
of the Parent, the Subsidiary and the Company for the first
quarter of 1997 and the results of operations of the Parent for
the first quarter of 1996. The Company converted to C
corporation status on April 4, 1997. Pro forma provision for
income taxes and pro forma net income give effect to federal
and state income taxes as if all entities presented had been
taxed as C corporations during the entire first quarters of
both 1996 and 1997. (See Note 3 to the Financial Statements
appearing elsewhere in this report.).
First Quarter
First Quarter Ended March 31, Ended
1997 March 31,1996
--------------------------------- ---------------
(Unaudited)
(In thousands, except per share amounts)
Parent Subsidiary Company Parent
--------- ---------- -------- ------------
Revenue $ 22,589 $ 7,635 $ 30,224 $ 19,504
Cost of revenue (excluding depreciation) 18,232 6,517 24,749 17,827
Depreciation 495 115 610 331
--------- ---------- -------- ------------
Gross Profit 3,862 1,003 4,865 1,346
General and administrative expenses 708 294 1,002 512
--------- ---------- -------- ------------
Operating Income 3,154 709 3,863 834
Interest expense, net 226 10 236 52
Net income $ 2,928 $ 699 $ 3,627 $ 782
Pro forma provision for income taxes 1,113 266 1,379 297
--------- ---------- -------- ------------
Pro forma net income $ 1,815 $ 433 $ 2,248 $ 485
========= ========= ======== ============
Pro forma net income per share $ 0.57 $ 0.12
======== ============
Average common shares 3,927 3,927
During the first quarter of 1997, the high activity levels
in the oil industry had an increasing effect in the fabrication
sector. This was the primary cause of the $3.0 million
increase in Parent's revenues during the first quarter of 1997,
as the volume of direct labor hours applied to contracts
increased 18% to 294,000 hours for the first quarter of 1997
from 249,000 hours for the first quarter of 1996. The same high
activity levels caused upward pressure on pricing and thus
profit margins for fabrication work, as Parent's gross profit
increased by $2.5 million and gross profit margins increased to
17.1% in the first quarter of 1997 from 6.9% in the same
quarter of 1996. Also contributing to higher margins was the
fact that, during the first quarter of 1997 the ratio of
revenue derived from the direct labor hours worked (on which
the Company recognizes substantial profit margins) as compared
to revenue derived from the materials component of contracts
(on which the Company recognizes relatively low profit margins)
was higher than the ratio of revenue from direct labor hours
worked to revenue from materials during the first quarter of
1996. The Company's on-going purchase of labor-saving
equipment and implementation of labor-saving procedures also
contributed to higher margins realized per direct labor hour
worked.
Depreciation expense for the Company increased $279,000 to
$610,000 for the first quarter of 1997 compared to $331,000 for
the Parent for the first quarter of 1996. The on-going
purchase of equipment and facilities expansion and improvements
at the Parent contributed $164,000 of this increase, and the
remaining $115,000 increase was generated by the newly acquired
Subsidiary.
The Company's selling, general and administrative (SG&A)
expenses were $1.0 million for the first quarter of 1997
compared to $512,000 for the Parent for the first quarter of
1996. This increase of $490,000 is made up of the following:
(a) $294,000 is due to the additional SG&A costs of the
Subsidiary (b) $100,000 is due to a higher accrual of employee
incentives at the Parent company which resulted from increased
profits for the first quarter of 1997, and (c) $96,000 is due
to the additional SG&A costs associated with increased
production levels and the reporting requirements of a public
company.
The Company's interest expense increased to $236,000 in
1997 from $52,000 for the Parent in 1996 due to increased
borrowings under the Company's bank credit facility in 1997,
resulting from the purchase of Dolphin Services for $5.9
million in addition to equipment purchases and facility
improvements of $5.7 million in 1997.
As a result of the termination of the Company's S
corporation status, the Company will be required to record the
cumulative effect of the deferred tax liability of
approximately $1.3 million as a portion of the provision for
income taxes for continuing operations in the second quarter of
1997. This will be reflected both on the Company's balance
sheet and on the Company's income statement for the second
quarter of 1997. On April 9, 1997, the Company completed its
initial public offering (the "Offering"), in which 2.3 million
shares were issued. The common shares and equivalent shares
outstanding after the Offering were approximately 5.9 million,
including 100,000 shares available under the Company's Long-
Term Incentive Plan. The additional shares outstanding will be
reflected in earnings per share calculations to be reported by
the Company in the future.
Liquidity and Capital Resources
The proceeds of the Offering received by the Company on
April 9, 1997 were $31.3 million net of underwriting discounts
and other costs of $3.2 million. Of the proceeds, the Company
used $31.1 million to repay all of the indebtedness outstanding
under the Company's bank credit facility. The balance of the
proceeds was used by the Company as additional working capital.
Historically, the Company has funded its business
activities through funds generated from operations and
borrowings under its bank credit facility. Net cash provided
by operations was $3.0 million for the quarter ended March 31,
1997, primarily attributable to cash received from customers
related to increased sales. Net cash used in investing
activities of $11.2 million was primarily due to capital
expenditures and the purchase of Dolphin Services. Net cash
provided by financing activities of $7.2 million was due to
borrowings under the Company's line of credit to fund the
investing activities, offset by dividends paid to shareholders.
Historically, the Company's capital requirements have been
primarily for improvements to its production facilities and for
equipment designed to increase the capacity of its facilities
and the productivity of its labor force. During the quarter
ended March 31, 1997, the Company had capital expenditures of
approximately $5.7 million. Of that amount, $4.3 million was
for the purchase of two new Manitowoc Model M250 cranes,
$344,000 for a used American Model 5300 crane, $625,000 for the
installation of skidways, and $395,000 for various fabrication
equipment.
At March 31, 1997, the Company had approximately $16.8
million of outstanding indebtedness, including $16.5 million
under its bank credit facility. After March 31, 1997 and prior
to the completion of the Offering, the Company borrowed an
additional $14.0 million under the bank credit facility to fund
the remainder of the distributions made to shareholders prior
to termination of the Company's S corporation status.
The Company's bank credit facility currently provides for
a revolving line of credit (the "Revolver") of up to $20.0
million which bears interest equal to, at the Company's option,
the prime lending rate established by Citibank, N.A. or LIBOR
plus 1 and 1/2%. The Revolver matures December 31, 1999 and is
secured by a mortgage on the Company's real estate, equipment
and fixtures, and by the stock of Dolphin Services. As
additional security the Company has caused Dolphin Services to
guarantee the Company's obligations under the Revolver. After
completion of the offering, the Company had $20.0 million
available under the Revolver.
At March 31, 1997 the Company's bank credit facility also
provided for a non-revolving facility of $15.0 million.
Payment of this non-revolving facility on April 9, 1997 as a
use of proceeds of the offering effectively terminated this
portion of the loan package, leaving only the $20.0 million
Revolver in place. The weighted average interest rate on the
indebtedness as of March 31, 1997 was 8.0%.
Capital expenditures for the remaining three quarters of
1997 are estimated to be approximately $10.5 million, including
$4.5 million for the purchase of three new Manitowoc Model 888
crawler cranes, $1.3 for the main yard fabrication shop
expansion, $800,000 for West Yard expansion and for various
fabrication equipment and facility expansion. Management
believes that the remaining net proceeds of the Offering, 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.
However, the Company may expand its operations through
acquisitions in the future, which may require additional equity
or debt financing.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Prior to the effective date of the Company's initial
public offering, the shareholders of the Company took the
following actions on the dates indicated:
(a) On January 31, 1997, acting by consent of the holders
of 87.4% of the outstanding voting shares in lieu of an annual
meeting of shareholders, (i) amended the Company's by-laws to
increase the number of directors authorized therein to seven
and (ii) elected the following as directors of the Company,
each to serve until the annual meeting of shareholders
occurring in the year indicated after his name: Thomas E.
Fairley (1998), Hugh J. Kelly (1998), Gregory J. Cotter (1999),
John P. Laborde (1999), Kerry J. Chauvin (2000), Alden J.
Laborde (2000) and Huey J. Wilson (2000);
(b) On February 13, 1997, acting by consent of the
holders of 91% of the outstanding voting shares in lieu of a
special meeting of shareholders, having voting power with
respect to the action taken, approved adoption by the Board of
Directors of the Company of a Long-Term Incentive Compensation
Plan pursuant to which economic incentives in various forms may
be granted to officers and employees of the Company; and
(c) On various dates between January 31 and February 8,
1997, in lieu of a special meeting of shareholders, by consent
of the holders of 69.0% of the outstanding voting shares in
lieu of a special meeting of shareholders, approved (i)
amendments to the Company's articles of incorporation and other
actions, pursuant to which the number of authorized shares of
capital stock of the Company was increased to 25 million, of
which 20 million shares are common stock and five million
shares are preferred stock and (ii) a 3.5-for-one split of the
outstanding shares of Company common stock.
Because no shares were held of record by nominees, there
were no broker non-votes with respect to any of the matters
described above.
Item 5. Other Information
On April 30, 1997 the Company announced its first quarter,
1997 earnings and related matters. Such matters are described
in the press release attached hereto as Exhibit 99.1.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
10.1 Sixth Amended and Restated Revolving Credit Agreement
among the Company, First National Bank of Commerce
and Whitney National Bank, dated as of May 1, 1997.
99.1 Press release issued by the Company on April 30, 1997
announcing its first quarter, 1997 earnings and
related matters.
(b) The Company filed no reports on Form 8-K during the
quarter for which this report is filed.
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
(Principal Financial Officer
and Duly Authorized Officer)
Date: May 14, 1997.