Gulf Island Fabrication, Inc.

Good afternoon, ladies and gentlemen, and welcome to Gulf Islands Conference Call to discuss second quarter 2024 results. All participants will be in a 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 second quarter 2024 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, 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, both 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 second quarter results conference call. I'm happy to be here with you this afternoon and 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, review a segment of performance and in-market trends, and an update on the progress we have made on our strategic initiatives. Wes will then discuss our second quarter results in greater detail and provide some commentary on our outlook for 2024. We'll then open up the call for questions and end with closing remarks. We delivered another period of stable, profitable operating results during the second quarter, and we continue to make important progress on our strategic objectives. While our second quarter results were negatively impacted by some short-term project delays in our services division, consolidated revenue still increased nearly 5 percent compared to last year, driven by strong growth in our fabrication division. Project push-outs in our services segment and incremental investments in the support of our growth objectives negatively impacted our second quarter results and are likely to cause us to fall short of our initial four-year services EBITDA target. While we are disappointed to fall short of our guidance, we remain optimistic by the outlook for the services business in Gulf Island overall. We are executing at a high level while investing in some exciting new growth businesses as our end markets remain strong. These tailwinds, along with our strong financial position, give us significant flexibility to continue to pursue our growth objectives. Turning to our segment results. First, looking at our services division, the overall spending environment in our key offshore services market remains strong. Our customers are healthy, and their operations in the Gulf of Mexico remain extremely profitable. This is driving strong maintenance and capital spending, and we expect this to continue into 2025 based on commentary from key customers. However, the second quarter services results were impacted by project delays in investment spending. The project delays were primarily related to Spark Safety Project opportunities. These projects were not lost, but the project start dates were delayed due to some customer specific issues. While we are working hard to make up for the impact of these push-outs, it is difficult to quickly recover from project slippage given the nature of our services business, including our ability to wrap up Kraft headcount. We also made the decision to make incremental investment spending in support of exciting new growth initiatives and services. During the second quarter, we launched our Cleaning and Environmental Services Business Line, or CES, which expands our services offering to better support decommissioning activity in the Gulf of Mexico. We believe the decommissioning of oil and gas assets in the Gulf of Mexico represents a meaningful potential opportunity for Gulf islands in the coming years. The Government Accountability Office recently disclosed that 2,700 wells and 500 platforms are past due for dismantling and decommissioning in the Gulf of Mexico. In addition, a recent study by Nature Energy estimated there are roughly 14,000 non-producing wells that will also need to be dismantled and decommissioned in the future. By law, oil and gas companies must decommission these wells, and the same study estimated a total cost of roughly $30 billion for the well decommissioning. While we have already participated in past decommissioning activities, we are seeing activity in the Gulf of Mexico pick up, and as a result, CES will add value to our overall decommissioning services as customers are inevitably looking for a single point of accountability. Accordingly, we made the strategic decision to ramp up our spending plans in order to launch our CES business. We have already witnessed keen interest from our clients and should see project activity in the second half of the year with a more significant ramp up during 2025. The previously mentioned project delays, combined with the incremental investment spending, both of which will continue into the second half of the year, are expected to cost us $1.5 billion, which falls short of our prior four-year services division EBITDA guidance. As a result, we are lowering our initial $14 million four-year services division EBITDA guidance to a range of $11 million to $13 million. Despite revising our services division guidance, we remain optimistic for our services division, especially as we continue to invest in new growth businesses. Now, moving on to fabrication, our revenue increased 27% from last year, driven by the strong momentum in our small fabrication business. The demand trends in the small-scale fabrication markets remain active, including opportunities in the subsea market and pull-through fabrication from our services customers. Our contract for the fabrication of structural components for NASA was once again a key contributor to our strong performance. This contract highlights the opportunity to expand our in-market focus outside our traditional oil and gas markets. We are seeing that these in-markets place a premium on quality and schedule certainty, areas where Gulf Island is more than capable of delivering. As a result of our performance, we have been given additional scopes of work that will extend our NASA contract through 2024. We have caught the attention of NASA and their contractors and believe we are in an attractive position to pursue new in-markets and realize additional opportunities. On the large fabrication market, unfortunately, there has not been much of a change. Earlier this year, the Biden administration paused approvals for pending and future LNG projects. However, we did get some positive news recently as earlier this month, a federal judge in Louisiana put the Energy Department's pause on natural gas export permits on hold. While we continue to pursue several attractive large fabrication projects associated with LNG, the regulatory uncertainty, uneven interest rate outlook, and upcoming elections continue to extend the decision cycles and timelines for many of the large projects we are pursuing. We are also actively chasing large petrochemical opportunities, but these projects are facing budgetary challenges with current inflationary conditions and they are continuing to push to the right as well. However, we remain bullish on the potential for large fabrication awards, but the ability to predict timing remains challenging. We have grown our small-scale fabrication business and we are now much less dependent on large awards. Based on the strong market trends in our small fab markets as well as our opportunities in new adjacent-end markets, we remain well positioned for growth in small fabrication while we wait for the right large project opportunity. As it relates to our shipyard division, we have discussed, we substantially completed our remaining operational shipyard obligations during the fourth quarter of last year and the warranty periods for our ferry projects are the final remaining items associated with the wind down of the business. The warranty period for our 70 vehicle ferry project ends during the third quarter of 2024. In regards to the 40 vehicle ferries, the warranty for one of the ferries ended the first quarter of 2025. In the second quarter, we also submitted our final claim to the North Carolina Department of Transportation and will pursue all legal avenues to recover previously incurred costs associated with the 40 vehicle ferry projects resulting from the customer's design deficiencies on the vessel. In closing, while we have significantly improved the predictability and stability of our financial results in recent years in our business, project timing and mix will always be a factor in our quarterly operating performance. So while short-term factors negatively impacted our second quarter results and full year outlook, we remain confident in the long-term opportunities for Gulf Island. The bidding environment for large fabrication projects remains active. Our base of services customers are projecting increased capital spending in 2025 and we're in a stable position to pursue our growth initiatives based on our strong financial position. This provides us with several avenues for potential value creation and as we continue to execute on our strategic plan, we are confident in our ability to deliver shareholder value in the coming years. I will now turn the call over to Wes to discuss our quarterly results in greater detail.

Thanks Richard and 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 full year financial outlook. Now turning to our quarter results. Consolidated revenue for the second quarter 2024 was $41.3 million, an increase of 5% from $39.3 million in the prior year period. The increase was driven by strong growth in our small scale fabrication business, partially offset by project delays that negatively impacted our services division. Consolidated EBITDA was $2.5 million for the second quarter 2024, down from consolidated adjusted EBITDA for the prior year period of $4.1 million. Adjusted results for the prior year period excludes losses of $1.9 million for the Shipyard Division. Specifically for the Services Division, revenue for the second quarter 2024 was $22.8 million, a decrease of $1.7 million or 7% compared to the second quarter 2023. The decrease was due to lower new project awards driven by delayed timing of certain project opportunities. EBITDA for the second quarter 2024 was $2.7 million or .7% of revenue, down from $3.8 million or .4% of revenue for the prior year period. The decline was primarily due to lower revenue, a less favorable project margin mix, and investments associated with the startup of the division's CES business line. For our Fabrication Division, revenue for the second quarter 2024 was $18.7 million, an increase of $4 million or 27% compared to the second quarter 2023, with the increase due to higher small-scale fabrication activity. EBITDA for the second quarter 2024 was $1.8 million, down from $2.1 million for the prior year period, primarily due to a less favorable project margin mix, partially offset by higher revenue, and improved utilization of facilities and resources associated with increased small-scale fabrication activity. And for our Corporate Division, EBITDA was a loss of $2 million for the second quarter 2024, compared to a loss of $1.9 million for the prior year period. With respect to our liquidity, we ended the second quarter with a cash and investments balance of just over $63 million, up nearly $2 million from the end of the first quarter, highlighting our strong free cash flow conversion on our EBITDA for the quarter. Given our NOLs, strong cash balance, and anticipated lower capital needs going forward, we continue to expect a high EBITDA to free cash flow conversion rate. At June 30th, our debt obligation associated with the resolution of our MPSV litigation with annual payments of approximately $1.7 million beginning on December 31, 2024. Our cash balance and the long duration of our debt puts us in a strong liquidity position and provides us ample flexibility to pursue our growth objectives. And finally, turning to our earnings outlook and capital requirements for 2024, as Richard discussed, we are lowering our guidance for our Services Division to a range of $11-13 million, down from our prior target of $14 million. The reduction is due primarily to delays in the timing of project opportunities for our Spark Safety business line and incremental investment spending on growth initiatives. The balance of our guidance remains unchanged. For our Fabrication Division, we continue to expect 2024 adjusted EBITDA of approximately $8 million, which assumes -over-year growth in our small-scale fabrication business. The adjusted EBITDA forecast continues to exclude the potential benefit of any large project award and excludes a gain of $2.9 million from our property sale in the first quarter. And for our Corporate Division, we continue to expect an EBITDA loss for 2024 of approximately $8 million. With respect to our capital requirements, our capital spending plans for 2024 are consistent with our previous expectations, with full-year capital expenditures anticipated to be approximately $5.5 million, of which approximately -$2 million is forecasted for the remainder of the year. 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 the telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star and 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your answer before pressing the star keys. Ladies and gentlemen, we will wait for a moment while the question queue

assembles.

Thank

you.

The

first

question

is

from Martin Malloy with Johnson Rice. Please go ahead.

Good afternoon. I wanted to ask about the plug-in abandonment opportunities here. I know you all have done work in the past on plug-in abandonment. Could you maybe talk about the addressable market, how that increases with the CE&S business, and I guess any additional information about what exactly you all are doing out there, and if you're partnering with other companies that do downhole or commercial diving to provide a one-stop shop solution?

That's a good question. Marty, it's really the whole kind of practices that plug in abandonment, but our portion is pretty simple and has been in the past. It's predominantly the decommissioning activity where we get that asset safe and start taking the structure down. Our scope in the past has been predominantly on dismantling of the asset. What the cleaning and environmental services allows us to do is give us that connectivity and more value add to our service offering where we go in and make sure that the lines are clean and flushed out before we act on the decommissioning or the safe takedown of the asset. As far as working with partners, absolutely we are right now in conversations with key critical partners that do the full slate of scope, and we are just a larger component now because of this CE&S opportunity as we look at penetrating more opportunities in decommissioning.

Just in terms of the timing of the ramp-up of the P&A activity, and I realize that there's growing regulatory pressure to get started with this stuff. Can you maybe talk a little bit about that, how you see the pace of activity progressing?

Marty, this is something that we've seen for the past five years that I've been hearing about and seeing some light activity. I think that the recent Cox bankruptcy resolution really has facilitated more advancement or speed of the decommissioning activities. We are seeing an uptick here in the past few months. Our belief is that in 2025 we should see material increase in that activity for Gulf Island.

One last question from me, just on the deep water fabrication market. It appears that the deep water completion activity is picking up not just in the Gulf of Mexico but other basins around the world. You mentioned a little bit about in your prepared remarks, but could you maybe give us a little more detail about the types of equipment that you're fabricating? Is this just for the Gulf of Mexico? Is there an opportunity to fabricate equipment for other areas of the world?

As we've talked about in our past, Marty, we do a lot of pull-through fabrication where our services customers are doing regular maintenance and some construction activities, and there's always fabricated steel that is associated with that. Our services group gives a lot of fabrication work to our fab business. But what we have seen is an uptick of project and engineering activity in the Gulf of Mexico and some key opportunities outside of the Gulf of Mexico where these are going to be larger assets, essentially larger capital projects where there will be construction activity, decent amount of steel fabrication. They might be water treatment or water injection skids, process improvement skids, various types of metal structures that ultimately improve the production efficiency for the operators. We're seeing a lot of those opportunities being evaluated in the engineering phase the past year, which typically translates to real work subsequently. We anticipate 2025 from a fabrication standpoint to be pretty strong on the offshore side of the business as well. We talked about obviously the large key projects for chasing onshore, like petrochemical and LNG, but I do believe that with reduced capacity and the opportunities that we talked about on both onshore and offshore, we should see some good positive activity as it relates to fabrication in 2025.

Great. Thank you. I'll turn it back.

Thanks, Marty. Thanks,

Marty.

Thank you. A reminder to all the participants that you may press star and 1 to ask a question.

We have a follow-up question

from the line of Martin Malloy with Johnson Rice. Please go ahead.

I'm back again. What has about M&A opportunities and kind of the pipeline there, funnel of opportunities that you're seeing? Anything noteworthy in terms of the trend of opportunities to look at?

Yeah, Marty, there's a market out there and there's activity going on. At this point, the challenge is it's just the disconnect between the buyers and the sellers primarily around valuation. Our interest lies mostly in the services side of the business right now. That's what we've talked about. We'd like to grow. And the multiples that businesses like that trade at, they command what we would call a lower multiple because of the services nature and the people-driven basis of the business. That's right. And then you have sellers on the other side looking at what they perceive as a pretty strong market going forward for their businesses. And so bridging that is sometimes challenging. So it sometimes makes it difficult to get deals done. But there is a pipeline of things out there. Just getting things over the finish line is challenging right now.

And so just to add to that, Marty, as a result of that challenging environment, one of the things that we are doing is this cleaning of environmental services and Spark Safety are really good examples where we're starting that business on our own. And it's a good use of our capital and it allows us to be more selective and growing into the value added or kind of moving up the food chain, as you guys have heard me say, in terms of our services offering. So we are not only have a funnel or pipeline of acquisition targets that we are actively chasing, but we are also looking at homegrown some of the opportunities just because of the disconnect that Wes is talking about.

Okay. Great.

Thank you. Thanks,

Marty.

Thank you. Ladies and gentlemen, that concludes our question and answer session. I would now like to hand the conference over to Richard here for closing comments.

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 success. For those on the call, thanks again for your interest in Gulf Island. If we're not able to connect during the quarter, 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. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.

Thank you. Thank you. Thank

you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. Get in touch with this kids Bon Kok moment, said Addy. Zoom in and zoom out. lot of people at one point at a time, but they didn't like black people more and . Good night.

Good afternoon ladies and gentlemen and welcome to Gulf Islands Conference Call. I would like to welcome everyone

to our second quarter 2024 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, 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, both non-GAAP financial measures are reconciled to their most comparable GAAP financial measures in our press release. Today we have Mr. Richard Huff, President and CEO, and Mr. Wes Stockton, Executive Vice President and CFO. Mr. Huff?

Thank you Cindy. Good afternoon everyone and welcome to our second quarter results conference call. I'm happy to be here with you this afternoon and 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 second quarter results in greater detail and provide some commentary on our outlook for 2024. We'll then open up the call for questions and end with closing remarks. We delivered another period of stable, profitable operating results during the second quarter and we continue to make important progress on our strategic objectives. While our second quarter results were negatively impacted by some short-term project delays in our services division, consolidated revenue still increased nearly 5% compared to last year driven by strong growth in our fabrication division. Project pushouts in our services segment and incremental investments in the support of our growth objectives negatively impacted our second quarter results and are likely to cause us to fall short of our initial four-year services EBITDA target. While we are disappointed to fall short of our guidance, we remain optimistic by the outlook for the services business in Gulf Island overall. We are executing at a high level while investing in some exciting new growth businesses as our end markets remain strong. These tailwinds, along with our strong financial position, give us significant flexibility to continue to pursue our growth objectives. Now turning to our segment results. First, looking at our services division, the overall spending environment in our key offshore services market remains strong. Our customers are healthy and their operations in the Gulf of Mexico remain extremely profitable. This is driving strong maintenance and capital spending and we expect this to continue into 2025 based on commentary from key customers. However, the second quarter services results were impacted by project delays and investment spending. The project delays were primarily related to Spark Safety Project opportunities. These projects were not lost, but the project start dates were delayed due to some customer specific issues. While we were working hard to make up for the impact of these pushouts, it is difficult to quickly recover from project slippage given the nature of our services business, including our ability to wrap up Kraft headcount. We also made the decision to make incremental investment spending in support of exciting new growth initiatives and services. During the second quarter, we launched our Cleaning and Environmental Services Business Line, or CES, which expands our services offering to better support decommissioning activity in the Gulf of Mexico. We believe the decommissioning of oil and gas assets in the Gulf of Mexico represents a meaningful potential opportunity for Gulf Island in the coming years. The Government Accountability Office recently disclosed that 2,700 wells and 500 platforms are past due for dismantling and decommissioning in the Gulf of Mexico. In addition, a recent study by Nature Energy estimated there are roughly 14,000 non-producing wells that will also need to be dismantled and decommissioned in the future. By law, oil and gas companies must decommission these wells, and the same study estimated a total cost of roughly $30 billion for the well decommissioning. While we have already participated in past decommissioning activities, we are seeing activity in the Gulf of Mexico pick up, and as a result, CES will add value to our overall decommissioning services as customers are inevitably looking for a single point of accountability. Accordingly, we made the strategic decision to ramp up our spending plans in order to launch our CES business. We have already witnessed keen interest from our clients and should see project activity in the second half of the year with a more significant ramp up during 2025. The previously mentioned project delays, combined with the incremental investment spending, both of which will continue into the second half of the year, are expected to cause us to fall short of our prior four-year services division EBITDA guidance. As a result, we are lowering our initial 14 million four-year services division EBITDA guidance to a range of 11 to 13 million. Despite revising our services division guidance, we remain optimistic for our services division, especially as we continue to invest in new growth businesses. Now, moving on to fabrication, our revenue increased 27% from last year, driven by the strong momentum in our small fabrication business. The demand trends in the small scale fabrication markets remain active, including opportunities in the subsea market and pull-through fabrication from our services customers. Our contract for the fabrication of structural components for NASA was once again a key contributor to our strong performance. This contract highlights the opportunity to expand our in-market focus outside our traditional oil and gas markets. We're seeing that these in-markets place a premium on quality and schedule certainty, areas where Gulf Island is more than capable of delivering. As a result of our performance, we have been given additional scopes of work that will extend our NASA contract through 2024. We have caught the attention of NASA and their contractors and believe we are in an attractive position to pursue new in-markets and realize additional opportunities. On the large fabrication market, unfortunately, there has not been much of a change. Earlier this year, the Biden administration paused approvals for pending and future LNG projects. However, we did get some positive news recently, as earlier this month, a federal judge in Louisiana put the Energy Department's pause on natural gas export permits on hold. While we continue to pursue several attractive large fabrication projects associated with LNG, the regulatory uncertainty, uneven interest rate outlook, and upcoming elections continue to extend the decision cycles and timelines for many of the large projects we are pursuing. We're also actively chasing large petrochemical opportunities, but these projects are facing budgetary challenges with current inflationary conditions, and they are continuing to push to the right as well. However, we remain bullish on the potential for large fabrication awards, but the ability to predict timing remains challenging. We have grown our small-scale fabrication business, and we are now much less dependent on large awards. Based on the strong market trends in our small fab markets, as well as our opportunities in new adjacent-end markets, we remain well positioned for growth and small fabrication while we wait for the right large project opportunity. As it relates to our shipyard division we have discussed, we substantially completed our remaining operational shipyard obligations during the fourth quarter of last year, and the warranty periods for our ferry projects are the final remaining items associated with the wind down of the business. The warranty period for our 70-vehicle ferry project ends during the third quarter of 2024. In regards to the 40-vehicle ferries, the warranty for one of the ferries ended the past quarter, and the other vessels warranty period ends in the first quarter of 2025. In the second quarter, we also submitted our final claim to the North Carolina Department of Transportation, and will pursue all legal avenues to recover previously incurred costs associated with the 40-vehicle ferry projects resulting from the customers' design deficiencies on the vessel. In closing, while we have significantly improved the predictability and stability of our financial results in recent years in our business, project timing and mix will always be a factor in our quarterly operating performance. So while short-term factors negatively impacted our second quarter results and full-year outlook, we remain confident in the long-term opportunities for Gulf Island. The bidding environment for large fabrication projects remains active, our base of services customers are projecting increased capital spending in 2025, and we are in a stable position to pursue our growth initiatives based on our strong financial position. This provides us with several avenues for potential value creation, and as we continue to execute on our strategic plan, we are confident in our ability to deliver shareholder value in the coming years. I will now turn the call over to Wes to discuss our quarterly results in greater detail.

Thanks, Richard, and good afternoon, everyone. I will discuss our consolidated results and then provide some additional details regarding our segment results, including in context the factors mentioned by Richard and their impacts on the quarter. I will then conclude with the discussion of our liquidity and full-year financial outlook. Now turning to our quarter results, consolidated revenue for the second quarter, 2024, was $41.3 million, an increase of 5% from $39.3 million in the prior year period. The increase was driven by strong growth in our small-scale fabrication business, partially offset by project delays that negatively impacted our services division. Consolidated EBITDA was $2.5 million for the second quarter, 2024, down from consolidated adjusted EBITDA for the prior year period of $4.1 million. Adjusted results for the prior year period excludes losses of $1.9 million for the Shipyard Division. Specifically for the Services Division, revenue for the second quarter, 2024, was $22.8 million, a decrease of $1.7 million or 7% compared to the second quarter, 2023. The decrease was due to lower new project awards driven by delayed timing of certain project opportunities. EBITDA for the second quarter, 2024, was $2.7 million or .7% of revenue, down from $3.8 million or .4% of revenue for the prior year period. The decline was primarily due to lower revenue, a less favorable project margin mix, and investments associated with the startup of the division's CES business line. For our Fabrication Division, revenue for the second quarter, 2024, was $18.7 million, an increase of $4 million or 27% compared to the second quarter, 2023, with the increase due to higher small-scale fabrication activity. EBITDA for the second quarter, 2024, was $1.8 million, down from $2.1 million for the prior year period, primarily due to a less favorable project margin mix, partially offset by higher revenue, and improved utilization of facilities and resources associated with increased small-scale fabrication activity. And for our Corporate Division, EBITDA was a loss of $2 million for the second quarter, 2024, compared to a loss of $1.9 million for the prior year period. With respect to our liquidity, we ended the second quarter with a cash and investments balance of just over $63 million, up nearly $2 million from the end of the first quarter, highlighting our strong free cash flow conversion on our EBITDA for the quarter. Given our NOLs, strong cash balance, and anticipated lower capital needs going forward, we continue to expect a high EBITDA to free cash flow conversion rate. At June 30th, our debt obligation associated with the resolution of our MPSV litigation remains at $20 million, with annual payments of approximately $1.7 million beginning on December 31, 2024. Our cash balance and the long duration of our debt puts us in a strong liquidity position and provides us ample flexibility to pursue our growth objectives. And finally, turning to our earnings outlook and capital requirements for 2024, as Richard discussed, we are lowering our guidance for our Services Division to a range of $11 to $13 million, down from our prior target of $14 million. The reduction is due primarily to delays in the timing of project opportunities for our Spark Safety business line and incremental investment spending on growth initiatives. The balance of our guidance remains unchanged. For our Fabrication Division, we continue to expect 2024 adjusted EBITDA of approximately $8 million, which assumes -over-year growth in our small-scale fabrication business. The adjusted EBITDA forecast continues to exclude the potential benefit of any large project award and excludes a gain of $2.9 million from our property sale in the first quarter. And for our Corporate Division, we continue to expect a -to-dial loss for 2024 of approximately $8 million. With respect to our capital requirements, our capital spending plans for 2024 are consistent with our previous expectations, with full-year capital expenditures anticipated to be approximately $5 to $5.5 million, of which approximately $1.5 to $2 million is forecasted for the remainder of the year. 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 the telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star and 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your answer before pressing the star keys. Ladies and gentlemen, we will wait for a moment while the question queue

assembles.

Thank

you. The first question is

from Martin Malloy with Johnson Rice. Please go ahead.

Good afternoon. I wanted to ask about the -and-abandonment opportunities here. I know you all have done work in the past on -and-abandonment. Could you maybe talk about the addressable market, how that increases with the CE&S business, and I guess any additional information about what exactly you all are doing out there and if you're partnering with other companies that do downhole or commercial diving to provide a -stop-shop solution?

That's a good question. Marty, it's really the whole kind of practices that -and-abandonment, but our portion is pretty simple and has been in the past. It's predominantly the decommissioning activity where we get that asset safe and start taking the structure down. And our scope in the past has been predominantly on dismantling of the asset. What the cleaning and environmental services allows us to do is give us now that connectivity and more value add to our service offering where we go in and make sure that the lines are clean and flushed out before we act on the decommissioning or the safe take down of the asset. As far as working with partners, absolutely we are right now in conversations with key critical partners that do the full slate of scope, and we are just a larger component now because of this CE&S opportunity as we look at penetrating more opportunities in the decommissioning.

Okay. And just in terms of the timing of the ramp-up of the P&A activity, and I realize that there's growing regulatory pressure to get started with this stuff. Can you maybe talk a little bit about that, how you see the pace of activity progressing? Yeah,

Marty, this is something that we've seen for the past five years that I've been hearing about and seeing some light activity. I think the recent Cox bankruptcy resolution really has facilitated more advancement or speed of the decommissioning activities. So we are seeing an uptick here in the past few months, and so our belief is that in 2025 we should see material increase in that activity for Gulf Island.

Okay. And then just one last question from me, just on the deepwater fabrication market. It appears that the deepwater completion activity is picking up not just in the Gulf of Mexico, but other basins around the world. And you mentioned a little bit about in your prepared remarks, but could you maybe give us a little more detail about the types of equipment that you're fabricating, and is this just for the Gulf of Mexico, or is there an opportunity to fabricate equipment for other areas of the world?

Yeah, so as we've talked about in our past, Marty, we do a lot of pull-through fabrication where our services customers are doing regular maintenance and some construction activities, and there's always fabricated steel that is associated with that. So our services group gives a lot of fabrication work to our fab business. But what we have seen is an uptick of project and engineering activity in the Gulf of Mexico and some key opportunities outside of the Gulf of Mexico where these are going to be larger assets, essentially larger capital projects where there will be construction activity, decent amount of steel fabrication. They might be water treatment or water injection skids, process improvement skids, various types of metal structures that ultimately improve the production efficiency for the operators. We're seeing a lot of those opportunities being evaluated in the engineering phase the past year, which typically translates to real work subsequently. And so we anticipate 2025 from a fabrication standpoint to be pretty strong on the offshore side of the business as well. We talked about obviously the large key projects we're chasing onshore, like petrochemical and LNG, but I do believe that with reduced capacity and the opportunities that we talked about on both onshore and offshore, we should see some good positive activity as it relates to fabrication in 2025.

Great. Thank you. I'll turn it back.

Thanks, Marty. Thanks, Marty. Thank you. A reminder to all the participants that you may press star and 1 to ask a question.

We have a follow-up question

from the line of Martin Malloy with Johnson Rice. Please go ahead.

I'm back again. What has about M&A opportunities and kind of the pipeline there, funnel of opportunities that you're seeing? Anything noteworthy in terms of the trend of opportunities to look at?

Yeah, Marty, you know, there's a market out there and there's activity going on. At this point, the challenge is it's just the disconnect between the buyers and the sellers primarily around valuation. You know, our interest lies mostly in the services side of the business right now. That's what we've talked about, what we'd like to grow, and you know, the multiples that businesses like that trade at, you know, they command what we would call a lower multiple because of the services nature and the people-driven basis of the business, right? And then you have sellers on the other side looking at what they perceive as a pretty strong market going forward for their businesses. And so bridging that is sometimes challenging. So it sometimes makes it difficult to get deals done. But there is a pipeline of things out there. Just getting things over the finish line is challenging right now.

And so just to add to that, Marty, as a result of that challenging environment, you know, one of the things that we are doing is this cleaning of environmental services and Spark Safety are really good examples where we're starting that business on our own, right? And it's a good use of our capital, and it allows us to be more selective in growing into the value added or kind of moving up the food chain, as you guys have heard me say, in terms of our services offering. So we are not only have a funnel or pipeline of, you know, acquisition targets that we are actively chasing, but we are also looking at homegrown some of the opportunities just because of the disconnect that Wes is talking about.

Okay. Great. Thank

you.

Thanks, Marty.

Thank you. Ladies and gentlemen, that concludes our question and answer session. I would now like to hand the conference over to Richard here for closing comments.

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 success. For those on the call, thanks again for your interest in Gulf Island. If we're not able to connect during the quarter, 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. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.