Good afternoon, ladies and gentlemen, and welcome to Gulf Island's Conference Call to Discuss the Third Quarter of 2023 Results. All participants are 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. Cindi Cook for opening remarks and introductions.

Cindi, please go ahead..

Thank you, and good afternoon. I would like to welcome everyone to our third quarter 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 7:00 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 third 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 end market trends and an update on the progress we have made on our strategic initiatives, including the resolution of our MPSV litigation. Wes will then discuss our third quarter results in greater detail.

We'll then open up the call for questions and end with closing remarks. I believe we are at an important inflection point in the strategic transformation of our filing. With the resolution of our MPSV litigation and the wind down of the remaining shipyard obligations nearly complete, we will be able to fully move on to the next phase of our journey.

We have nearly closed the chapter on a challenged past, and we're excited to be a pure-play services and fabrication business that is focused on sustainable and profitable growth.

As evidenced by another solid quarter of results, we have developed a strong, stable and profitable base business through the growth of our services platform and small-scale fabrication business.

The strength of our solid underpinning business in both services and fabrication is setting up nicely to support end markets that are continuing to experience strong demand. We're thrilled to have the MPSV litigation behind us.

The resolution significantly reduces the risk to the company from an operating and investing perspective and removes a significant distraction for our team.

We firmly believe the settlement was in the best interest of Gulf Island as it eliminates ongoing legal and vessel holding costs, removes the risk of a potential adverse outcome and avoid a potential lengthy and costly appeals process.

The settlement also removes an overhang that has somewhat limited our ability to fully pursue strategic initiatives such as M&As. Wes will discuss some of the specifics of the settlement in more detail, but suffice it to say, we're happy to have the matter behind us, and we're extremely excited about what lies ahead for the company.

Now turning to the quarter. As I already alluded to, our strong third quarter results demonstrate the progress we have made against our strategic initiatives. We generated another quarter of solid growth in our services operating results, and we continue to experience stable growth in our small-scale fabrication business.

It is worth pointing out that our services and fabrication division combined to generate $4.5 million in adjusted EBITDA during the third quarter without the benefit of any large project contribution, and our combined adjusted EBITDA for the two divisions for the nine months of 2023 totaled over $16 million.

Our services and small-scale fabrication business form a strong foundation for our company, and we see continued opportunities to grow these businesses in the coming quarters.

Clearly, a key focus for our team is to secure some larger contracts in order to increase our facility utilization, provide longer visibility of backlog and drive profitable growth. Industry capacity remains tight, and we continue to be encouraged by the activity in key end markets in the Gulf Coast region, including LNG, petrochem and green energy.

As we have stated in the past, our facility is unique in its close proximity to large CapEx projects in the Gulf of Mexico region, has large lay down to support larger modules and has direct waterway access to support the transport of the larger modules.

We also have a solid baseload of craft personnel on which to grow in support of a new large award. While we have a strong base of dedicated craft employees in our fabrication division, we continue to believe that the craft labor we would need to ramp up on a large project award are fungible.

However, what sets us apart from some of our competitors is our asset which provides customers a unique value proposition, especially for large CapEx projects in Louisiana and Texas. We're pursuing several attractive opportunities which we hope will result in a large fabrication project award in the near-term. Now turning to our segment results.

First, looking at our Services division, our third quarter revenue grew 2% year-over-year, driven primarily by the contribution of Spark Safety.

While revenue growth slowed from recent quarters owing to the timing of project activity, we're still able to grow operating results as we continue to reallocate resources to higher return opportunities and benefit from the contribution of Spark Safety.

A key focus of our services business continues to be retaining our craft labor force, looking for opportunities to attract and develop new talent. We feel fortunate that we've been able to maintain our services headcount, which currently stands at roughly 600 employees despite a very competitive labor market.

The demand trends for our services business remain attractive driven by the favorable spending environment for our key oil and gas customers.

In addition, our Spark Safety product offering continues to gain traction in the market, and we have been awarded a project that will commence in the fourth quarter with a new customer that has a strong presence in the Gulf of Mexico.

Based on the favorable market trends and the continued growth for Spark Safety, we expect a strong fourth quarter for our Services business with EBITDA growing sequentially over the third quarter, putting us on pace to generate full year services EBITDA of approximately $13 million, and we expect that momentum to continue into 2024.

We are also actively pursuing acquisition opportunities to further support this momentum. Now moving on to fabrication. I'm pleased to report we generated another steady quarter for our fabrication business.

Our revenue and adjusted EBITDA were down modestly compared to the prior year period due to the contribution of the large fabrication project in last year's results that has since been canceled.

However, if you look below the surface, you will see we produced another quarter of solid growth in our small scale fabrication business with steady new award volume and strong project execution.

We remain well positioned to continue to grow our small-scale fabrication business and continue to be excited about our positioning in this business over the long-term. For example, we have seen steady growth year-over-year in our subsea fabrication business. A few years back, we focused our resources in this market as we anticipated growth.

As a result of our high-quality wealthy and strong customer interactions, we are seeing our volumes increase in this key growth market. This is one example of how we have grown the baseload of our small-scale fabrication to bring more sustainable overhead recoveries to our fabrication business.

As a result, we expect to finish the year on a strong note in fabrication with fourth quarter results anticipated to show sequential growth from the third quarter. Finally, turning to our Shipyard division. We continue to make progress towards a safe wind down of the shipyard operations.

With respect to our 70-vehicle ferry project for the Texas Department of Transportation, we completed construction on the vessel and successfully delivered her to the customer in June.

As we discussed last quarter, we identified corrosion on the propeller blades, and the customer has determined that replacement of the propeller blades will be required. The customer has agreed to directly procure the new propeller blades and take responsibility for future installation of the blades once received.

However, the customer believes we should bear the cost of the new propeller blades, for which we disagree. In light of the disagreement with the customer regarding who is responsible for the cost of the propeller blades, our forecast at September 30, 2023, reflect a contract price reduction related to the estimated cost of the propeller blades.

We're having ongoing discussions with the customer regarding who should bear final responsibility for the cost of the blades and will follow the necessary claim process to attempt recovery of the costs. We have completed our final sea trials for the vessel, and we're working with the customer to receive final acceptance of the ferry.

In respect to our two 40-vehicle ferry projects for the North Carolina Department of Transportation, we received final customer acceptance of the first vessel during the second quarter. Further, as of quarter-end, the remaining ferry was substantially complete and the ferry is in route for delivery to the customer.

We expect the ferry to be delivered by the end of the week and anticipate completion of commissioning activities and final sea trials to occur shortly thereafter with final acceptance in November.

Our lawsuit in North Carolina State for seeking damages resulting from the design flaws for the vessels and the resulting delays is ongoing, which we look forward to pursuing in earnest after our final contract obligations are complete, which is the delivery and acceptance of the last vessel.

In closing, we're extremely excited by the strong progress toward our strategic positioning and the opportunities that lie ahead for the company. With the anticipated wind down of the shipyard operations in the fourth quarter, we'll have removed the significant overhang and distractions from our business.

Our execution and operations are strong, our end markets are favorable and we are in a solid financial position. We look forward to finishing the year on a strong note, and we're optimistic that 2024 will be an even stronger year for Gulf Island. I will now turn the call over to Wes to discuss the 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 a discussion of our liquidity.

Please note that our results for the third quarter reflect the impact of the resolution of our MPSV litigation, which resulted in a charge of $32.5 million for our Shipyard Division, consisting of two separate items, which have been reflected as a reduction to revenue for the division.

The first was a noncash charge of $12.5 million associated with the write-off of a noncurrent 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 a surety that issued the performance bonds for the contracts.

Because the promissory note was entered into subsequent to quarter-end, the liability has been reflected as a noncurrent contract liability at September 30 and will be reclassified as long-term debt in the fourth quarter of 2023. Now turning to the quarter.

Consolidated revenue for the third quarter of 2023 was $5 million, which reflects the charges related to the litigation resolution I just discussed.

Excluding revenue for all of the Shipyard division, which is being wound down and includes the impacts of the settlement, adjusted revenue for the quarter was $37.7 million, which is comparable to our adjusted revenue for the third quarter of last year.

Consolidated net loss for the third quarter was $33.2 million, while consolidated adjusted EBITDA was $2.6 million for the period. Consolidated adjusted EBITDA reflects the removal of the operating results of our Shipyard division and insurance gains for our Fabrication division.

Our adjusted results reflect the positive contributions from our services and fabrication divisions, offset by costs associated with our corporate division.

Specifically for the Services division, revenue for the third quarter of 2023 was $23 million, an increase of approximately 2% compared to the same period last year due to incremental revenue associated with the Spark Safety business line. Third quarter revenues were down sequentially from the second quarter due to the timing of project activity.

Services EBITDA for the third quarter was $3.1 million, up approximately 11% compared to $2.8 million for the prior year period, owing to a more favorable project margin mix, including the benefit of the division's Spark Safety business line. Further, EBITDA margin was 13.4% for the quarter, up 110 basis points from the prior year period.

Given the ongoing strength of our end markets and the anticipated timing of project opportunities, we expect fourth quarter operating results to increase relative to the third quarter.

For our Fabrication division, revenue for the third quarter of 2023 was $15 million, a decrease of $500,000 compared to the same period last year due primarily to lower revenue for the division's canceled large fabrication project, offset partially by higher small-scale fabrication activity.

Fabrication adjusted EBITDA for the third quarter, which excludes the net impact of insurance recoveries and costs associated with Hurricane Ida was $1.4 million compared to $1.6 million for the prior year period.

The decrease compared to the prior year was due to an increase in the under recovery of overhead costs associated with lower utilization of facilities and resources resulting from the large project cancellation, offset partially by a more favorable project margin mix.

We expect our operating results in the fourth quarter to increase relative to the third quarter, driven by continued momentum in our small-scale fabrication business.

For our Shipyard division, revenue for the third quarter of 2023 was negative $32.7 million due to the reversal of previously recognized revenue resulting from the resolution of our MPSV litigation and revenue reductions resulting from project charges associated with our remaining ferry contracts.

Our loss for the quarter was related to the previously mentioned revenue reversal and vessel holding costs and legal and advisory fees associated with the MPSV litigation, project charges of $1.5 million related to our ferry projects and the partial under-recovery of overhead costs due to the underutilization of our resources as we wind down our shipyard operations.

For our Corporate division, adjusted EBITDA was a loss of $1.9 million for both the third quarter of 2023 and the prior year period. Adjusted EBITDA for the third quarter of 2022 excludes a noncash charge of approximately $500,000 associated with the partial impairment of our corporate office lease asset.

With respect to our liquidity, we ended the third quarter with a cash and investment balance of approximately $42 million, up roughly $2 million from June 30, owing primarily to our solid operating results and a modest improvement in working capital.

As previously discussed, at quarter-end, we have a noncurrent contract liability of $20 million associated with the resolution of our MPSV litigation which will be reclassified as long-term debt in the fourth quarter of 2023 and will result in annual payments of approximately $1.7 million beginning on December 31, 2024.

It's important to note that due to the favorable terms of the promissory note, which include a fixed interest rate of 3% and a 15-year repayment period, we estimate the present value of the obligation to be less than $13 million which is well below the face amount of the note.

Based on our expectations of strong operating results for the fourth quarter and additional improvements in working capital, we expect to exit 2023 with a cash balance of approximately $45 million. 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 [Operator Instructions] Our first question comes from Tom Spiro of Spiro Capital. Please go ahead..

It’s Tom Spiro, Spiro Capital. Good afternoon..

Hey, good afternoon, Tom..

Good afternoon, Tom..

A couple of questions. Number one, my recollection from our last quarterly call was that we had a roughly $10 million or $11 million receivable from the party with the large fabrication contract.

Did they pay it this quarter? Where does that stand?.

Yes. This is Wes. We collected $6 million of that this quarter. And at the end of the quarter, the balance sits at around $5 million. We expect to collect the rest of that in the fourth quarter. And we do continue to maintain a payment security bond..

Okay. That's great.

And so when you say in your commentary that, in the fourth quarter, you're expecting additional improvements in working capital, are you referring to that in particular?.

That's an element of it, that's correct..

I see. That's helpful. Thank you. Overall, on the shipbuilding side, as I recall the second ferry due to North Carolina, there was some issue regarding the hull. They were contending that there was a problem with the hull.

Has that issue been resolved?.

Tom, this is Richard. Yes, that problem has been resolved, and there has been some change orders from the customer acknowledging some of the challenges of the hull design. That vessel, which is the last in the series, is in route. I think it's in South Carolina as we speak today..

Thanks much.

Capital expenditure plans, what's the CapEx budget for Q4?.

Right now, we expect that number to be somewhere around $2 million to $3 million..

I see. Okay. And lastly, I can't help but notice in the newspapers these days that many articles suggesting that the offshore wind business is struggling. And not for you in particular, I mean generally for the industry, struggling quite a bit. I wondered what that may mean for you folks..

Well, in the short-term, it really doesn't have a big impact for us, Tom, because we weren't chasing a lot of the wind projects actively. We are working on some kind of secondary steel structures, which those projects are moving forward. I think the delay in wind is just that, a delay.

And ultimately, as these projects get more momentum and the supply chain improves, I firmly believe that the projects will continue just – we just see this as a delay..

Thanks. Let me squeeze in just one last one. LNG, Wes mentioned LNG is a great opportunity for the company.

Have you actually won any meaningful LNG business over the last couple of years?.

Yes. Well, we did. The project that was canceled was an LNG project..

I see. Okay, well, thanks much. Good luck..

Thank you, Tom..

Thank you. [Operator Instructions] It appears we have no further questions from the lines. I will now hand over back to 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's success.

For those on the call, thanks again for your interest, and I look forward to speaking with you on our year-end results conference call and updating you on our progress. Be safe and take care..

Thank you. Ladies and gentlemen, this concludes Gulf Island's conference call. Thank you, and goodbye..