GIFI - NASDAQ

Good afternoon, ladies and gentlemen. And welcome to Gulf Island’s Conference Call to discuss the First Quarter 2025 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’d like to turn the flow over to Ms. Cindi Cook for opening remarks and introductions. Cindi, please go ahead.

Thank you and good afternoon. I would like to welcome everyone to our first quarter 2025 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, these non-GAAP financial measures are reconciled to their most comparable GAAP financial measures in our press release. Today, we have Mr. Richard Heo, President and CEO; and Mr. Wes Stockton, Executive Vice President and CFO. Mr. Heo?

Thank you, Cindi. Good afternoon, everyone and welcome to our first 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 end market trends, and an update on the progress we have made on our strategic initiatives, including our recent agreement with ENGlobal Corporation. Wes will then discuss our first quarter results in greater detail and provide an update on our outlook for 2025. We'll then open up the call for questions and end with closing remarks. Our fiscal 2025 got off to a strong start as the strategic actions we have undertaken in recent years enabled us to deliver solid first quarter results despite the growing macroeconomic uncertainty. We generated revenue of $40 million and adjusted EBITDA of $4.5 million, driven by small-scale fabrication activity. While our small-scale fabrication and services business provide a more stable base of revenue, we're not completely immune to macro headwinds. During the first quarter, reductions in capital spending by our offshore services customers negatively impacted our services business and we're seeing an impact on the bookings of our short-term small-scale fabrication. Importantly, we remain committed to our strategic framework and made important progress against these key priorities during the first quarter that will position us for continued success as we move past the near-term macro uncertainty caused by trade headwinds. As a reminder, our strategic priorities are focused on pursuing profitable growth, maintaining strong execution and operating efficiency, and strategically deploying capital with a focus on driving shareholder value. Some of our accomplishments during the first quarter were as follows; first, we continued in our pursuit to grow and diversify our services business through further investments in our Cleaning and Environmental Services business. We remain optimistic regarding the opportunities in the market and believe we are well-positioned to succeed as decommissioning activities in the Gulf pick-up; second, we remain disciplined in our financial management and took the opportunity to return capital through our share repurchase program; and lastly, we made the strategic decision to enter into a financing arrangement and ultimately enter into an agreement to purchase assets from ENGlobal Corporation. I'd like to take some time now to provide more detail on our transaction with ENGlobal and provide an overview of the strategic benefits we expect to realize from the deal. As we have disclosed, in early March, we entered into a debtor and possession credit agreement as a lender with ENGlobal Corporation. The agreement provided for advances up to $2.5 million to ENGlobal during their bankruptcy process. Our intent was to use the DIP financing as an opportunity to evaluate the potential acquisition of certain assets from ENGlobal. We have been familiar with ENGlobal business for many years and have always felt these assets could be a strategic fit for Gulf Island. During the first quarter, we made advances of approximately $1.2 million to ENGlobal. And in April, we funded the remaining amount of our commitment. In April, we also assumed a loan of $2.4 million from a creditor of ENGlobal in exchange for a $1.5 million cash payment, bringing our total capital commitment to $4 million. On April 25, our stalking horse bid and the amount of our DIP financing was announced as the winning bid for certain assets of ENGlobal, including its automation, engineering and government businesses, and we expect to close on the acquisition in the second quarter. ENGlobal's automation business represents the most significant operation of the businesses we are acquiring and generated revenues of approximately $10 million for 2024. This business provides engineering, design, fabrication and integration of industrial automation systems to the oil and gas, renewable energy and power industries, which, coupled with our fabrication business can provide capacity growth opportunities. The engineering business provides various engineering solutions to the oil and gas and renewable energy industries and helps to complement our fabrication services business by providing additional know-how and expertise. And finally, the Government Services business provides ENGlobal's engineering and automation solutions to federal, state and local governments and education institutions generally in the form of technical field services and will open up new end markets for Gulf Island's existing business. We believe the acquisition will provide several strategic benefits, including further diversifying our business into new end markets, increasing the overall value of our existing offerings and adding a strong bench of both craft and professional workforce to our company. While the transition will take time and the acquisition is not expected to contribute positively to our operating results during 2025, we are excited by the potential overall value creation of the combination of the businesses. Now turning back to our current business. As we look at the remainder of 2025, the market outlook has become more difficult to forecast due to the macroeconomic uncertainty, including trade policies. As we look at our fabrication business, we remain well-positioned strategically and continue to be optimistic regarding the long-term outlook in our markets. However, we're experiencing extended decision cycles for new project awards due to market uncertainty, even for our small-scale fabrication. While we have been encouraged by the pickup in dialogue with customers in the fourth quarter of 2024 and into the early parts of 2025, particularly in the LNG market, the trade-related macro uncertainty is delaying decisions for all types of fabrication projects. That said, longer term, we remain optimistic as the favorable structural drivers for the fabrication market remain in place, and we remain well-positioned to win as projects eventually move forward, especially in an environment where there is a push for more domestic supply. Looking at our services business, while the project delays impacting our services activity are subsiding, our customers are targeting lower overall capital spending levels in the Gulf of America in 2025 as a result of lower demand for crude and the resulting lower margins for our customers. This, coupled with the trade uncertainty has many of our customers holding back spending. While we expect lower activity near-term, we'll continue to invest in expanding and diversifying our services offering. Our Cleaning and Environmental Services business is beginning to see increased volume as decommissioning activity gains momentum and Spark Safety has started to pick back up. Despite our solid first quarter results, we expect the remainder of 2025 to be challenged based on the previously mentioned economic headwinds and expected losses from ENGlobal as the business transitions out of bankruptcy and is integrated into our existing operations. While we are disappointed by the near-term outlook, our disciplined financial management and emphasis on preserving financial flexibility has enabled us to maintain a strong financial position and puts us in the enviable position of being able to continue investing in our growth strategy and potentially take advantage of market opportunities caused by the uncertainty. Our capital allocation framework will continue to prioritize investing in the business as we have done in the past by adding service lines organically, including hiring key personnel to help us drive growth in our existing services and penetrate the new end markets, balanced with the pursuit of acquisition opportunities such as ENGlobal and other capital return opportunities. We're fortunate to be operating from a position of strength, heading into a period of economic uncertainty and remain committed to our strategic framework and driving value for our shareholders. 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 performance, putting in context the factors mentioned by Richard and their impacts on the quarter. I will then conclude with a discussion of our liquidity and full year financial outlook. Now turning to our quarter results. Consolidated revenue for the first quarter of 2025 was $40.3 million, compared to $42.9 million for the first quarter of last year. The year-over-year decline was driven by lower services activity, partially offset by growth in fabrication. Adjusted consolidated EBITDA was $4.5 million for the first quarter of 2025, up from $3.7 million for the first quarter 2024. Adjusted EBITDA for the first quarter of 2024 excludes a gain of $2.9 million for the fabrication division related to the sale of excess property and income of approximately $300,000 for our former Shipyard division. Specifically for our Services division, revenue for the first quarter of 2025 was $19.9 million, a decrease of 22% compared to the first quarter of last year. The decrease was primarily due to lower offshore maintenance activity and delayed timing of certain project opportunities. Services EBITDA for the first quarter of 2025 was $2.1 million or 10.4% of revenue compared to $3.3 million or 13.1% of revenue for the prior year period, with the decrease primarily due to lower revenue, a less favorable project margin mix and ongoing investments associated with the start-up of the division's Cleaning and Environmental services offering. For our Fabrication division, revenue for the first quarter of 2025 was $20.7 million, an increase of 21% compared to the first quarter of last year, with the increase primarily due to higher small-scale fabrication activity. Fabrication adjusted EBITDA for the first quarter of 2025 was $4.5 million compared to $2.5 million for the prior year period. Adjusted EBITDA for the first quarter of 2024 excludes the previously mentioned gain related to the sale of excess property. The increase in adjusted operating results for 2025 compared to 2024 was primarily due to higher revenue, a more favorable project margin mix and improved utilization of facilities and resources associated with the increased small-scale fabrication activity. And for our corporate division, EBITDA was a loss of $2 million for the first quarter of 2025, compared to a loss of $2.1 million for the prior year period. With respect to our liquidity, we ended the first quarter with a cash and short-term investments balance of over $67 million, consistent with our balance at year-end as the benefit of our operating results for the current quarter were partially offset by working capital increases, dip advances related to the ENGlobal transaction, capital expenditures, and the repurchase of approximately 600,000 of our common stock under our share repurchase program. In April, we purchased an additional 1.1 million of our common stock. And as of April 30, we had remaining authorization to purchase approximately $2 million of our common stock under our share repurchase program, which expires in December 2025. At March 31, our debt obligation totaled $19 million and our annual payments of principal and interest of approximately $1.7 million will be made in December of each year over the remaining 14-year term of the obligation. Our cash balance and the long duration of our debt puts us in a strong liquidity position and provides significant flexibility to pursue our growth objectives and evaluate opportunities to return capital to our shareholders. And finally, turning to our outlook for 2025. As Richard discussed, while we generated strong first quarter results, the ongoing trade and macro uncertainty is pushing out project award decisions across our fabrication business, while lower capital spending by our customers in the Gulf is continuing to put pressure on our results for our Services segment. As a result, while we expect to remain profitable, we anticipate a significant decline in our second quarter results compared to the first quarter. Our operating results for the back half of the year are difficult to predict due to the previously mentioned factors, which may impact the timing of potential fabrication project awards. So at this point, we are not assuming any rebound from the expected second quarter trend. Further, we believe we may incur operating losses of approximately $1 million to $2 million during the 6 to 12-month period after the acquisition of the in ENGlobal business as it transitions out of bankruptcy and we integrated into our existing operations. While the challenges created by the trade uncertainty are frustrating, our strong financial position provides us the flexibility to continue executing on our strategic plan. We remain encouraged by the long-term outlook for Gulf Island, including the opportunities as we integrate the ENGlobal business. This concludes our prepared remarks. Operator, you may now open the line for questions.

Thank you. [Operator Instructions] And our first question comes from the line of Martin Malloy with Johnson Rice.

Good morning. Thank you for taking my question. First question on the ENGlobal business unit acquisitions. Could you maybe talk a little bit more about the customer base? I remember from a while ago, that they did a lot of work with refineries and petrochemical plants in the Gulf Coast region. Any new important customers that you think you'll have access to as a result of this? And maybe you could pull through some other services or fabrication that could be done for these customers?

Yes. It's a good question, Marty. Surprisingly, there is a lot of duplicity in the customers that we serve and ENGlobal serves. But the important kind of distinction is that ENGlobal serves a lot of the customers on the onshore types of projects, whereas our customer base is offshore. So I think that gives us some broader reach with these key large operators. And then secondly, ENGlobal has penetrated definitely on their automation side of the business, power plant type operators and also data center construction companies for the automation and integration of system hardware and so forth. So it does give us now additional reach into different end markets that has been one of the strategic kind of pushes that we've been making for in the past four, five years. And then finally, the government Technical Services business opens up that brand new end market as well for us.

Okay. Great. And just on the tariff situation. Are you seeing -- and you talked about some -- seeing some delays in projects obviously pushed out decisions on them. Are you seeing any customers or potential customers inquire about the fabrication capabilities of Gulf Island that maybe they were thinking previously about going to countries abroad for their fabrication and now they may be looking at switching to a domestic provider to take away some of the uncertainty?

Yeah. No, absolutely. I mean, we have a handful of customers that have reached out to us because they're large LNG projects, for example, had material supply from Mexico and China. And as you can imagine, with the uncertainty around tariffs, and freight and all of the other factors that impact that overall cost and potentially schedule certainty, now Gulf Island and the domestic supply starts to look more favorable, right? And so we are having those conversations. Unfortunately, the fact of the matter is, everything is just conversations right now and everything is on pause because of just the trade uncertainties. I'm hoping that it's a short-term impact. And as we settle in on whatever that tariff is going to be and have some certainty these projects will get released, and hopefully, Gulf Island can start executing on some of these projects going forward.

Okay. And the delays in the LNG projects, is it related to having difficulty getting a handle on the cost? Or is it taking -- in your estimation of taking longer to get the offtake agreement signed or anything else that's particularly driving it?

Yeah. I think the offtake agreements are not the ones that we're worried about, Marty, because we're really on the supply chain further down the cycle. It is really about minimizing their overall TIC to build, right? And so these are projects that have already been sanctioned that have offtake agreements, and they're in the process of execution. And so it's the projects that, again, have broken ground and they're immaterial kind of purchase type situations that we're talking about. The projects where it's still offtake agreements being discussed. Obviously, you're seeing delays there as well, but we're not impacted by that because of just the timing.

Okay. Great. Thank you. I'll get back in queue.

Thank you. Ladies and gentlemen, there are no further questions at this time. I'd like to turn the call back to Mr. Richard Heo for closing remarks.

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 you'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.