GULF ISLAND FABRICATION INC Item 1A Risk Factors Cautionary Statements Our business is subject to significant risks |
We caution readers that the following important factors, could affect our actual consolidated results and could cause our actual consolidated results in the future to differ materially from the goals and expectations expressed in the forward-looking statements contained in this report and in any other forward-looking statements made by us or on our behalf |
We are vulnerable to the potential difficulties associated with our recent expansion |
We have experienced significant growth in the past year through our recent acquisition of the Gulf Marine facilities |
We believe that our future success depends on our ability to successfully integrate the Gulf Marine operation into our business, and to effectively manage the rapid growth that we have experienced and the demands from increased responsibility on our management personnel |
The following factors could present difficulties to us: • loss of sufficient executive-level personnel; • increased administrative burden; and • increased logistical problems common to large, expansive operations |
If we do not manage these potential difficulties successfully, our operating results could be adversely affected |
We are subject to the cyclical nature of the oil and gas industry |
Our business depends primarily on the level of activity by the oil and gas companies in the Gulf of Mexico and along the Gulf Coast |
This level of activity has traditionally been volatile as a result of fluctuations in oil and gas prices and their uncertainty in the future |
The purchases of the products and services we provide are, to a substantial extent, deferrable in the event oil and gas companies reduce capital expenditures |
Therefore, the willingness of our customers to make expenditures is critical to our operations |
The levels of such capital expenditures are influenced by: • oil and gas prices and industry perceptions of future prices; • the cost of exploring for, producing and delivering oil and gas; • the ability of oil and gas companies to generate capital; • the sale and expiration dates of offshore leases in the United States and overseas; 14 ______________________________________________________________________ [41]Table of Contents • the discovery rate of new oil and gas reserves in offshore areas; and • local and international political and economic conditions |
Although activity levels in production and development sectors of the oil and gas industry are less immediately affected by changing prices and as a result, less volatile than the exploration sector, producers generally react to declining oil and gas prices by reducing expenditures |
This has in the past and may in the future, adversely affect our business |
We are unable to predict future oil and gas prices or the level of oil and gas industry activity |
A prolonged low level of activity in the oil and gas industry will adversely affect the demand for our products and services and our financial condition and results of operations |
We might be unable to employ a sufficient number of skilled workers |
Our ability to remain productive and profitable depends substantially on our ability to attract and retain skilled construction workers, primarily welders, fitters and equipment operators |
In addition, our ability to expand our operations depends not only upon customer demand but also on our ability to increase our labor force |
The demand for such workers is high and the supply is extremely limited, especially during periods of high activity in the oil and gas industry |
While we believe our relationship with our skilled labor force is good, a significant increase in the wages paid by competing employers could result in a reduction in our skilled labor force, increases in the wage rates we may pay, or both |
If either of these occurred, in the near-term the profits expected from work in progress could be reduced or eliminated and, in the long-term, to the extent such wage increases could not be passed on to our customers, our production capacity could be diminished and the growth potential could be impaired |
As noted previously, we recently lost employees to companies paying higher wages in connection with the region’s rebuilding efforts following the 2005 hurricane season, although we have not yet determined the full effects of these losses |
Our backlog is based on management’s estimate of the direct labor hours required to complete, and the remaining revenue to be recognized with respect to, those projects as to which a customer has authorized us to begin work or purchase materials pursuant to written contracts, letters of intent or other forms of authorization |
Often, however, management’s estimates are based on incomplete engineering and design specifications |
As engineering and design plans are finalized or changes to existing plans are made, management’s estimate of the direct labor hours required to complete and price at completion for such projects is likely to change |
In addition, all projects currently included in our backlog are subject to termination at the option of the customer, although the customer in that case is generally required to pay us for work performed and materials purchased through the date of termination and, in some instances, pay us cancellation fees |
However, due to the large dollar amounts of backlog estimated for a few projects, a termination of any one of these projects could substantially decrease our backlog, and could have a material adverse effect on our revenue, net income and cash flow if the project is large |
The dangers inherent in our operations and the limits on insurance coverage could expose us to potentially significant liability costs and materially interfere with the performance of our operations |
The fabrication of large steel structures involves operating hazards that can cause personal injury or loss of life, severe damage to and destruction of property and equipment and suspension of operations |
The failure of such structures during and after installation can also result in similar injuries and damages |
In addition, certain activities engaged in by employees of Dolphin Services that are not engaged in by our other employees, including piping interconnect and other service activities conducted on offshore platforms and activities performed on the spud barges owned by Dolphin Services, are covered by provisions of the Jones Act, the Death on the High Seas Act and general maritime law, which laws operate to make the liability limits established by state workers’ compensation laws inapplicable to these employees and, instead, permit them or their representatives to pursue actions against us for damages or job-related injuries, with generally no limitations on our potential liability |
15 ______________________________________________________________________ [42]Table of Contents Our ownership and operation of vessels can also give rise to large and varied liability risks, such as risks of collisions with other vessels or structures, sinkings, fires and other marine casualties, which can result in significant claims for damages against both us and third parties for, among other things, personal injury, death, property damage, pollution and loss of business |
Litigation arising from any such occurrences may result in our being named as a defendant in lawsuits asserting large claims |
In addition, due to their proximity to the Gulf of Mexico, our facilities are subject to the possibility of physical damage caused by hurricanes or flooding, as occurred in 2005 |
Although we believe that our insurance coverage is adequate, there can be no assurance that we will be able to maintain adequate insurance in the future at rates we consider reasonable or that our insurance coverage will be adequate to cover future claims that may arise |
Successful claims for which we are not fully insured may adversely affect our working capital and profitability |
In addition, changes in the insurance industry have generally led to higher insurance costs and decreased availability of coverage |
The availability of insurance covering risks we and our competitors typically insure against may decrease, and the insurance that we are able to obtain may have higher deductibles, higher premiums and more restrictive policy terms |
Our industry is highly competitive |
The offshore platform fabrication industry is highly competitive and influenced by events largely outside of our control |
Contracts for our services are generally awarded on a competitive bid basis, and our customers consider many factors when awarding a job |
These factors include price, the contractor’s ability to meet the customer’s delivery schedule, and to a lesser extent, the availability of technically capable personnel and facility space, the contractor’s efficiency, condition of equipment, reputation, safety record and customer relations |
Although we believe that our reputation for safety and quality service is good, we cannot guarantee that we will be able to maintain our competitive position |
We compete with both large and small companies for available jobs, and certain of our competitors have greater financial and other resources than we do |
In addition, because of subsidies, import duties and fees, taxes imposed on foreign operators and lower wage rates in foreign countries along with fluctuations in the value of the US dollar and other factors, we may not be able to remain competitive with foreign contractors for projects designed for use in international locations as well as those designed for use in the Gulf of Mexico |
See “Business and Properties—Competition” for more information regarding the competitive nature of our industry |
Pricing structures common in the offshore platform fabrication industry may not provide sufficient protection from cost overruns |
Under fixed-price contracts, we receive the price fixed in the contract, subject to adjustment only for change orders placed by the customer |
Under typical alliance/partnering arrangements, the parties agree in advance to a target price that includes specified levels of labor and material costs and profit margins |
If the project is completed at less cost than that targeted in the contract, the contract price is reduced by a portion of the savings |
If the cost to completion is greater than target costs, the contract price is increased, but generally to the target price plus the actual incremental cost of materials and direct labor costs |
Accordingly, under alliance/partnering arrangements, we have some protection against cost overruns but must share a portion of any cost savings with the customer |
Under cost-plus arrangements, we receive a specified fee in excess of our direct labor and material cost and thus are protected against cost overruns but do not benefit directly from cost savings |
16 ______________________________________________________________________ [43]Table of Contents The revenue, costs and gross profit realized on a contract will often vary from the estimated amounts on which such contracts were originally based due to, among other things: • changes in the availability and cost of labor and materials, • variations in productivity from the original estimates, and • errors in estimates or bidding |
These variations and the risks inherent in our industry may result in revenue and gross profits different from those originally estimated and reduced profitability or losses on projects |
Depending on the size of a project, variations from estimated contract performance can have a significant impact on our operating results for any particular fiscal quarter or year |
” Our method of accounting for revenue could result in an earnings charge |
Most of our revenue is recognized on a percentage-of-completion basis based on the ratio of direct labor hours worked to the total estimated direct labor hours required for completion |
Accordingly, contract price and cost estimates are reviewed monthly as the work progresses, and adjustments proportionate to the percentage of completion are reflected in revenue for the period when such estimates are revised |
To the extent that these adjustments result in a reduction or elimination of previously reported profits, we are required to recognize a charge against current earnings, which may be significant depending on the size of the project or the adjustment |
We are susceptible to adverse weather conditions in the Gulf of Mexico |
Our operations have historically been affected by the seasonal differences in weather patterns in the Gulf of Mexico, as well as daylight hours |
Since most of our construction activities take place outdoors, the number of direct labor hours worked generally declines in the winter months due to an increase in rainy and cold conditions and a decrease in daylight hours |
The seasonality of oil and gas industry activity as a whole in the Gulf Coast region also affects our operations |
Our customers often schedule the completion of their projects during the summer months in order to take advantage of the milder weather during such months for the installation of their platforms |
The rainy weather, tropical storms, hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf Coast throughout the year, such as Hurricanes Katrina and Rita in 2005, may also affect our operations |
Accordingly, our operating results may vary from quarter to quarter, depending on factors outside of our control |
As a result, full year results are not likely to be a direct multiple of any particular quarter or combination of quarters |
We depend on key personnel |
Our success depends to a great degree on the abilities of our key management personnel, particularly our Chief Executive Officer and other high-ranking executives |
The loss of the services of one or more of these key employees could adversely affect us |
We depend on significant customers |
We derive a significant amount of our revenue from a small number of major and independent oil and gas companies, although not necessarily the same customers from year to year |
Because the level of fabrication that we may provide to any particular customer depends, among other things, on the size of that customer’s capital expenditure budget devoted to platform construction plans in a particular year and our ability to meet the customer’s delivery schedule, customers that account for a significant portion of revenue in one fiscal year may represent an immaterial portion of revenue in subsequent years |
However, the loss of a significant customer for any reason, including a sustained decline in that customer’s capital expenditure budget or competitive factors, can result in a substantial loss of revenue and could have a material adverse effect on our operating performance |
17 ______________________________________________________________________ [44]Table of Contents The nature of our industry subjects us to compliance with regulatory and environmental laws |
Our operations and properties are materially affected by state and federal laws and other regulations relating to the oil and gas industry in general, and are also subject to a wide variety of foreign, federal, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees |
Further, compliance with many of these laws is becoming increasingly complex, stringent and expensive |
Many impose “strict liability” for damages to natural resources or threats to public health and safety, rendering a party liable for the environmental damage without regard to its negligence or fault |
Certain environmental laws provide for strict, joint and several liability for remediation of spills and other releases of hazardous substances, as well as damage to natural resources |
In addition, we could be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances |
Such laws and regulations may also expose us to liability for the conduct of or conditions caused by others, or for acts that were in compliance with all applicable laws at the time such acts were performed |
We believe that our present operations substantially comply with applicable federal and state pollution control and environmental protection laws and regulations |
We also believe that compliance with such laws has had no material adverse effect on our operations |
However, such environmental laws are changed frequently |
Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution |
We are unable to predict whether environmental laws will materially adversely affect our future operations and financial results |
See “Business and Properties—Government and Environmental Regulations |
” The demand for our services is also affected by changing taxes, price controls and other laws and regulations relating to the oil and gas industry generally |
Offshore construction and drilling in certain areas has also been opposed by environmental groups and, in certain areas, has been restricted |
To the extent laws are enacted or other governmental actions are taken that prohibit or restrict offshore construction and drilling or impose environmental protection requirements that result in increased costs to the oil and gas industry in general and the offshore construction industry in particular, our business and prospects could be adversely affected, although such restrictions in the areas of the Gulf of Mexico where our products are used have not been substantial |
We cannot determine to what extent future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations |
Until our recent acquisition of the Gulf Marine facilities, the Houma Navigation Canal provided the only means of access from our facilities to open waters |
The Houma Navigation Canal is considered to be a navigable waterway of the United States and, as such, is protected by federal law from unauthorized obstructions that would hinder water-borne traffic |
Federal law also authorizes federal maintenance of the canal by the United States Corps of Engineers |
The canal requires bi-annual dredging to maintain its water depth and, while federal funding for this dredging has been provided for over 30 years, there is no assurance that Congressional appropriations sufficient for adequate dredging and other maintenance of the canal will be continued indefinitely |
If sufficient funding were not appropriated for that purpose, the Houma Navigation Canal could become impassable by barges or other vessels required to transport many of our products and could result in material and adverse affects on our operations and financial position |