Gulf Island Fabrication, Inc.

Good afternoon, ladies and gentlemen, and welcome to Gulf Islands Conference Call to discuss fourth quarter and full year 2023 results. All participants will be in listen-only mode for the duration of the call. This call is being recorded. At this time, I would like to turn the floor over to Ms. Cindy Cook for opening remarks and introductions. Cindy, please go ahead.

Thank you, and good afternoon. I would like to welcome everyone to our fourth quarter and full year 2023 teleconference. Our results were released this afternoon, and a copy of the press release is available on our website at gulfisland.com. A replay of today's call will be available on our website after 7 p.m. this evening. Please keep in mind that the press release and certain comments on this call include forward-looking statements. and actual results may differ materially. We would like to refer everyone to the cautionary language included in our press release and to the risk factors described in our most recent Form 10-K and subsequent SEC filings. Please also note that management may reference EBITDA, adjusted EBITDA, adjusted revenue, adjusted gross profit, new project awards, and backlog on this call, which are financial measures not recognized under U.S. GAAP. As required by SEC rules and regulations to the extent used, these non-GAAP financial measures are reconciled to their most comparable GAAP financial measures in our press release. Today we have Mr. Richard Hough, President and CEO, and Mr. Wes Stockton, Executive Vice President and CFO. Mr. Hough?

Thank you, Cindy. Good afternoon, everyone, and welcome to our fourth quarter results conference call. I'm happy to be here with you this afternoon, and I hope that each of you and your families are continuing to stay healthy and safe. During today's call, I'll provide key takeaways from the quarter, a review of segment performance and in-market trends, and an update on the progress we have made on our strategic initiatives. Wes will then discuss our fourth quarter results in greater detail and provide some commentary on our outlook for 2024. We will then open up the call for questions and end with some closing remarks. I'm extremely pleased with our fourth quarter results that capped off a remarkable year for Gulf Island. We made important progress on our strategic initiatives, including the settlement of our MPSV litigation and the substantial completion of our shipyard projects. With these distractions behind us, we are now a focused services and fabrication company that is well positioned to take advantage of the strong demand trends in our key end markets. Our fourth quarter revenue increased 17% from last year, reflecting the continued strength in our core Gulf Coast region combined with the successful execution of our strategic initiatives. We generated strong EBITDA growth in both our services and fabrication segments during the fourth quarter, and we grew our cash balance, giving us significant flexibility to pursue our growth objectives. As should be evident by our strong fourth quarter and four-year financial results, we have established a stable and profitable base business through the growth of our services and small-scale fabrication businesses. We generated services EBITDA of $12.9 million during fiscal 2023, up 34% from the prior year, and we expect further growth in 2024. In fabrication, our small-scale fabrication business provides a strong base that is stable and nicely profitable and gives us a strong foundation to pursue growth. During fiscal 2023, our fabrication division generated gross margins of over 11%, despite the partial underutilization of our facilities owing to solid growth and execution in our small-scale fabrication business and the benefit of our large fabrication project that was canceled. Our services and fabrication divisions combined to generate operating segment adjusted EBITDA of nearly $25 million during 2023. This success would not have been possible without the continued focus on the key pillars of our strategic transformation strategy. As a reminder, we're executing on phase two of our strategic framework, which is focused on generating stable, profitable growth by pursuing new growth in markets, growing and diversifying our services business, further strengthening our project execution, and expanding our skilled workforce while continuing to pursue opportunities in our traditional offshore markets. I am excited by our progress, and we remain focused on continuing to execute on our transformation strategy in 2024 and beyond. An important part of this strategy is pursuing new growth in markets, which includes the pursuit of projects outside our traditional oil and gas in markets. In the second quarter of 2023, we announced a small-scale fabrication award from an EPC contractor to support the fabrication of structural components for NASA's Mobile Launcher 2 project. As a result of our strong execution focused on quality and schedule improvement, we have received additional scopes of work that has more than doubled our initial estimated contract value. Our team attended a meeting last week in Washington, D.C., with other NASA contractors where we were recognized for helping the program close gaps on schedule with the construction of the Artemis mobile launcher. This opportunity highlights the benefit of focusing on small-scale fabrication outside our traditional markets, where the customer values the quality and schedule certainty that Gulf Island has historically delivered. We continue to be encouraged by the activity in key end markets in the Gulf Coast region, including LNG, PetChem, and Green Energy, and industry capacity remains tight. We were well positioned in these markets and we continue to pursue several attractive opportunities. However, we have continued to see extended project decision cycles with delays in several large projects due to permitting issues and other factors that can impact these large multi-billion dollar projects. The recent decision by the Biden administration to postpone the approval of all LNG projects added another layer of uncertainty. That said, we'll continue to remain disciplined and we will not chase backlog or enter into any contract that does not meet our risk return objectives. In the meantime, we remain focused on profitably growing our services in small-scale fab business and are excited by the opportunities they offer. Now turning to our segment results. First, looking at our services division, our fourth quarter revenue grew 13% year over year, driven primarily by the contribution of SPARC safety. This quarter was yet another example of the benefit of our strategy to grow SPARC safety and direct resources to higher return opportunities, as our 13% revenue growth during the quarter translated to services EBITDA growth of 25%. In fact, for the year, we were able to grow our services EBITDA by 34% on 7% revenue growth. With the tight labor conditions and the continued growth of Spark Safety, we expect this trend to continue into 2024. Driven by the favorable spending environment for our key oil and gas customers, and more specifically those in the Gulf of Mexico, The demand trends for our services business remain encouraging as we enter into 2024. In addition, we continue to add new customers who recognize the safety advantages of our SPARC safety offering, and as such, we expect to continue to gain traction in the market. Based on these factors, we expect another strong year for our services business in 2024. Now moving on to fabrication. We generated another steady quarter for our fabrication business, once again highlighting the stable nature of our small-scale fabrication business. We generated fourth quarter revenue of $20 million, up nearly 20% from the same period last year. The strong results were driven by growth in small-scale fab and the benefit of project improvements resulting from the approval of customer change orders. For the full year, we similarly benefited from the growth in our small-scale fabrication business and the contribution of our large fabrication project that was canceled. During 2024, we expect another year of steady growth in our small-scale fabrication business and continue to be excited about our positioning in this business over the long term. Finally, turning to our shipyard division, where we have substantially completed the remaining ferry projects, the TxDOT ferry was accepted in the fourth quarter and I will be attending the christening tomorrow in Galveston where she will be put into service. With respect to our 240 vehicle ferry projects, the final ferry was delivered in the fourth quarter and conditional customer acceptance was received. We completed the final customer and United States Coast Guard inspection this week and we are awaiting the final acceptance which should occur in the next few weeks. Upon final acceptance, we'll immediately pursue our lawsuit for damages due to design errors by North Carolina Department of Transportation. Upon final customer acceptance of the final 40 vehicle ferry, our shipyard operating activities will be complete and the final wind down of our shipyard operations will only be a function of the expiration of the warranty periods for the ferry projects and the outcome of the lawsuit on North Carolina. In closing, this was an exciting year for Gulf Island, one that would not have been possible without the hard work and dedication of our employees across the organization. We're excited by the momentum in our services and small-scale fabrication business, which combined with our strong financial flexibility positions us to drive value for shareholders. I'm very proud of all of our accomplishments during 2023 and remain confident that 2024 will build on our strong foundation of recurring revenue from our base business. I will now turn the call over to Wes to discuss our quarterly results in greater detail.

Thanks, Richard. Good afternoon, everyone. I will discuss our consolidated results and then provide some additional details regarding our segment results, putting in context the factors mentioned by Richard and their impacts on the quarter. I will then conclude with the discussion of our liquidity and provide some commentary on the outlook for the first quarter and full year 2024. As a reminder, please note that our full year results for 2023 reflect the impact of the resolution of our MPSV litigation, which resulted in a charge of $32.5 million for our shipyard division for both the third quarter and full year 2023. consisting of two separate items which have been reflected as a reduction to revenue for the division. The first was a non-cash charge of $12.5 million associated with the write-off of a non-current contract asset related to the construction contracts that were subject to the litigation. The second was a charge of $20 million associated with recording a liability resulting from a promissory note we entered into with the surety that issued the performance bonds for the contracts. Because the promissory note was entered into during the fourth quarter, the liability was reflected as a non-current contract liability at September 30th and was reclassified as debt as of year-end. Due to the favorable terms of the note, which include a fixed interest rate of 3% and a 15-year repayment term, we estimate the present value of the debt obligation to be approximately $12.7 million, which is well below the face amount of the note. Now turning to our quarter results. Consolidated revenue for the fourth quarter 2023 was $44.6 million, up 17% from the prior year period. The increase was driven by solid growth in both our services and fabrication segments. Consolidated adjusted EBITDA was $6.6 million for the fourth quarter 2023, up from $2.3 million in the prior year period. Consolidated adjusted EBITDA reflects the removal of the operating results of our shipyard division and insurance gains for our fabrication division. The improvement in adjusted EBITDA reflects higher results for both services and fabrication, including the benefit of project improvements for our fabrication division resulting from the favorable resolution of customer change orders and strong project execution. Specifically for the services division, revenue for the fourth quarter, 2023, was $24.5 million, an increase of over 13% compared to the prior year period. The increase was driven primarily by incremental revenue associated with our Spark Safety business line. Services EBITDA for the fourth quarter of 2023 was $3.2 million, up 25% compared to the prior year period, owing to a more favorable project margin mix, including strong growth in our higher margin Spark Safety business. As a result, EBITDA margin was 13.2% for the fourth quarter, up 130 basis points from the prior year period. For our fabrication division, revenue for the fourth quarter 2023 was $19.7 million, an increase of nearly 20% compared to the prior year period due to strong growth in our small-scale fabrication business and the favorable resolution of customer change orders. Fabrication adjusted EBITDA for the fourth quarter 2023, which excludes a gain from the net impact of insurance recoveries and costs associated with Hurricane Ida, was $5.4 million, compared to $2 million for the prior year period. The improvement was driven by growth in small-scale fabrication, the previously mentioned resolution of customer change orders, and project improvements resulting from strong project execution. Specifically for the fourth quarter of 2023, project improvements associated with the aforementioned totaled $3.8 million. However, these benefits were partially offset by an increase in the under-recovery of overhead costs associated with lower utilization of facilities and resources, resulting from the cancellation of the division's large fabrication contract. For our corporate division, EBITDA was a loss of $2 million for the fourth quarter 2023, compared to a loss of $2.3 million in the prior year period. And with respect to our shipyard division, we had no meaningful impact to operating results in the fourth quarter 2023, which was consistent with our expectations. Moving on to our liquidity, we ended the year with a cash and investments balance of approximately $48 million, up roughly $6 million from September 30th, due to our solid operating results for the quarter. As previously discussed, at year end, our debt obligation associated with the resolution of our MPSV litigation was $20 million, with annual payments of approximately $1.7 million beginning on December 31st, 2024. Our cash balance, and the long duration of our debt provide a strong liquidity going into 2024. This liquidity was further bolstered in February with the sale of excess property at our Houma, Louisiana facility, which generated net cash proceeds of approximately $8.5 million. The property sale will have no impact on our ongoing operations, including our ability to execute any potential award of a large fabrication project, and its sale is consistent with our strategy to monetize underutilized assets. Based on our expectation of operating results for the first quarter 2024 and proceeds from the property sale, we expect to exit the first quarter with a cash balance approaching $60 million. With respect to our earnings outlook for 2024, we are providing indicative segment and consolidated guidance for the full year. Our outlook is based on the strength of our end markets combined with our expectation for continued execution against our strategic initiatives. For our services segment, we expect 2024 EBITDA of approximately $14 million, driven primarily by continued growth in our SPARC safety business line. For our fabrication segment, we expect 2024 EBITDA of approximately $8 million, which includes year-over-year growth in our small-scale fabrication, but excludes the potential benefit of any large project award. Our forecast also excludes an anticipated gain of approximately $2.9 million resulting from the previously mentioned property sale. Our forecast of 2024 EBITDA for fabrication is lower than 2023 levels due to the prior year benefiting from the contribution of our large fabrication project that was canceled during the year. And for our corporate segment, we expect a 2024 EBITDA loss of approximately $8 million which is consistent with our recent historical experience. With respect to our capital requirements for 2024, we anticipate capital expenditures of approximately $4.5 to $5.5 million for the year, of which approximately $3.5 million relates to upgrades to our home of facilities and investments in more technologically advanced equipment, and the remainder reflects our more typical maintenance CapEx requirements. Our capital expenditures for 2024 will be supplemented by insurance proceeds of $2 million received in January 2024 associated with damage previously caused to our home of facilities by Hurricane Ida. Lastly, during the fourth quarter, we repurchased approximately 30,000 shares of our common stock for approximately $128,000 under our share repurchase program commenced in mid-December And at December 31st, we had remaining authorization to purchase approximately $4.9 million of common stock under the program. This concludes our prepared remarks. Operator, you may now open the line for questions.

Thank you. Ladies and gentlemen, we will now be conducting a question and answer session. If you would like to ask a question, please press star and 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star and two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Ladies and gentlemen, we will wait for a moment while we poll for questions. Our first question is from the line of Martin Malloy with Johnson Rice. Please go ahead.

Good afternoon. Congratulations on the strong quarter and also the progress you've made in de-risking the company, particularly over the last six months.

Thanks, Marty. Good afternoon.

The first question I had was just about the bidding environment for large fabrication projects, and I appreciate you've got kind of a baseline of work on small fabrication projects, but... there's still a number of chemical and energy projects that appear to be going forward along the Gulf Coast outside of LNG. And there's still a number of LNG projects either under construction or they do have their non-FTA approval. So I would think there's still some potential work there. But could you just comment maybe about the bidding environment that you're seeing for the larger fabrication projects, type of projects, and the activity levels?

Yeah, Marty, your observations are spot on. There are still a very, you know, good volume of projects both in LNG and petrochemicals. On the LNG projects, obviously the projects that have gotten FERC approval and they're in the process of construction. One of the things that we have seen in the past year, year and a half, is just the challenges in the capital market. These are, you know, very large projects and so they are we are seeing a lot of projects move to the right. And then the other challenge we're seeing is that because of the budgets of the customer and or the EPC contractors, there has been some changes in the philosophies around the scope that we're working on. So for example, we were actively chasing a project, a very large project late last year. And in that project, we're where we felt we were kind of the lead contractor, the customer decided to basically execute that project, a module project in-house as a stick build because it was outside their budget. And so there's a lot of project activity. As you know, these large projects take a long time to go from bidding to award. However, there are some headwinds with, again, capital availability and some of the things that we're seeing on the LNG side.

Okay. That was helpful. My follow-up question, with the balance sheet that you have and the amount of cash you expect to have at the end of 1Q, could you maybe talk about potential deployment of the cash outside of share or purchase types of acquisition opportunities you might be looking at, the kind of flow of the opportunities that you're seeing?

Yeah, we are actively and have been actively looking for acquisition opportunities to, you know, best utilize our capital. And I feel now is a really great time for us, especially with some of the challenges that we've had with the shipyard behind us. for us to go on offense and look for adding to the base load of our business like we did with the dynamic acquisition two years ago.

Yeah, and Marty, obviously, if we come to the conclusion that we can't find something that is attractive or makes sense or just the pricing just doesn't make sense, at that point we will evaluate other alternatives to return value to the shareholders or return cash to the shareholders. But at this point, what we'd like to do is grow the business and invest in the things that Richard mentioned.

Thank you. I'll turn it back.

Thanks, Martin.

Thank you. Our next question is from the line of Tom Spiro with Spiro Capital. Please go ahead.

Tom Spiro, Spiro Capital. Good afternoon.

Good afternoon, Tom.

Richard, in your prepared remarks, you said that you expect the FAB division to grow in 2024, and that's excluding any large awards. So that would be driven by the smaller projects. Why do you think it's going to grow? Why do you expect more of these smaller projects to be available?

Well, we see robustness in our services customers, for one, in the Gulf of Mexico. And so there's a lot of pull-through opportunities where we have maintenance and construction activities with key customers in the Gulf of Mexico, we're seeing a projected opportunity for fabrication growth. And so that, along with some of the other end markets that we're chasing, we feel very good about our guidance with regard to small fab opportunities for 2024.

And in the fourth quarter, you had quite a nice benefit from the resolution of change orders, almost $4 million. Was that one particular change order or lots of little ones? What happened?

Yeah, it wasn't all change orders, by the way. Two and a half to three million of that was change orders, and it's more than one customer. But the rest was just project improvements. And obviously, change order improvements of that magnitude based on our revenue volume you wouldn't expect to see those all the time. So that's something that will happen, but not at the same level. But project improvements, although those won't happen every quarter, in our business we will have periodic opportunities where we will realize project improvements like that as well.

I see. Just a couple of small housekeeping items. Number one, we had a $5 million receivable related to the large fab job. Did we ever collect the $5 million?

We did. That's been fully collected. It was fully collected as of year end.

That's great. Number two, there was a propeller issue with respect to the Texas Ferry, a million and a half dollar propeller. Who's going to pay for it? Was that ever resolved?

That's been resolved, Tom.

Would you care to tell us how?

Well, the best way to describe it, Tom, is it's in the results. So through... through negotiation with the customer and determination who's going to pay for what, that's been resolved. The customer is going to replace the blade going forward, and the cost impacts of that and to what extent we're going to bear any cost impact of that is already in our results for the fourth quarter.

I see. And the CapEx in the fiscal year just ended seemed a little light. It seemed throughout the year you were aiming for a higher number. Q4, you were aiming for a higher number. It never happened. Anything going on?

No, that's a really good observation. And what you see are 2024 CapEx numbers are a bit higher than we would normally have as well. So some of that is simply carryover from 2023. We just didn't make the progress we expected to make in terms of some of those improvements I mentioned in the prepared remarks regarding investments in the facility and some equipment. So there's an element of that that's causing the lower CapEx for 2023.

I see. And lastly, the property sale recently for about $8.5 million. What exactly did you sell?

Yeah, that was just... Our facility is a fairly large facility, and some of the property was actually acquired over time. And so what we sold was a piece of property or portion of property that was acquired by the company some time ago that has been underutilized for a very long time. And it's just, as we look ahead... is not something that we think we need for our operations going forward. And it gave us two benefits. One, we're able to monetize an asset that we don't think we need. And the other was it allowed us to further consolidate our footprint, which we think will have some efficiency benefits, both from a productivity perspective and help us reduce our ongoing operating costs.

I see. And as you review the remaining assets of the company, whether it's real estate or equipment, etc., Are there other significant assets that we may not need, or are you now pretty lean and mean?

Yeah, I think the latter is where we're at at this point. We're happy with our asset base now, and we think it's what we need to run the business. So I wouldn't expect us to be selling any more significant real estate or major equipment. Now, having said that, we'll continue to look for opportunities to sell equipment and other things that we may not need or replacement. older equipment with newer equipment, et cetera. But that will just be more normal course.

Well, thanks much and good luck. Thanks, Tom. Thanks.

Thank you. Ladies and gentlemen, if you wish to ask a question, please press star and 1. As there are no further questions, I would now hand the conference over to Richard Hill for his closing comments. Richard?

In closing, I want to thank our customers and shareholders for their continued support, as well as recognize our employees who continue to demonstrate a commitment to Gulf Island's success. For those on the call, thank you again for your interest, and I look forward to speaking with you on our next conference call and updating you on our progress. Be safe and take care. Thank you.

Thank you. The conference of Gulf Island has now concluded. Thank you for your participation. You may now disconnect your lines.