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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 0-22303

GULF ISLAND FABRICATION, INC.

(Exact name of registrant as specified in its charter)

(985) 872-2100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     x     No            

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes     x     No             

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes              No     x    

The number of shares of the Registrant’s common stock, no par value per share, outstanding at October 25, 2005 was 12,274,221.

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GULF ISLAND FABRICATION, INC.

I N D E X

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GULF ISLAND FABRICATION, INC.

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these statements.

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GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

( in thousands, except per share data)

The accompanying notes are an integral part of these statements.

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GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)

The accompanying notes are an integral part of these statements.

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GULF ISLAND FABRICATION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

The accompanying notes are an integral part of these statements.

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GULF ISLAND FABRICATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTH AND NINE MONTH

PERIODS ENDED SEPTEMBER 30, 2005 AND 2004

NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING PRINCIPLES

Gulf Island Fabrication, Inc., together with its subsidiaries, (the “Company”) is a leading fabricator of offshore drilling and production platforms and other specialized structures used in the development and production of offshore oil and gas reserves. Structures and equipment fabricated by the Company include jackets and deck sections of fixed production platforms; hull and/or deck sections of floating production platforms (such as TLP’s, SPAR’s and FPSO’s); piles; wellhead protectors; subsea templates; various production, compressor and utility modules; and offshore living quarters. The Company, located in Houma, Louisiana, also provides services such as offshore interconnect pipe hook-up; inshore marine construction; manufacture and repair of pressure vessels; steel warehousing and sales; onshore and offshore scaffolding and piping insulation services. The Company’s principal markets are concentrated in the offshore regions of the Gulf of Mexico. The consolidated financial statements include the accounts of Gulf Island Fabrication, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005.

The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Certain items in 2004 have been reclassified to conform to the 2005 financial statement presentation.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

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NOTE 2 – ACCOUNTING FOR STOCK BASED COMPENSATION

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised 2004), (“Statement 123(R)”) Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

On April 14, 2005, the U.S. Securities and Exchange Commission announced a deferral of the effective date of Statement 123(R) for calendar year companies until the beginning of 2006. Early adoption will be permitted in periods in which financial statements have not yet been issued. We expect to adopt Statement 123(R) on January 1, 2006.

Statement 123(R) permits public companies to adopt its requirements using one of two methods:

The company plans to adopt Statement 123(R) using the modified prospective method.

The Company has elected to continue to apply APB Opinion No. 25 and related interpretations in accounting for its stock option plans until the adoption of Statement 123(R) on January 1, 2006 as previously mentioned. Accordingly, no compensation cost has been recognized for its stock option plans as the exercise price of all stock options granted thereunder is equal to the fair value at the date of grant.

The future impact of the adoption of Statement 123(R) will depend on levels of share-based payments granted in the future.

Had compensation costs for the Company’s stock-based compensation plans been determined based on the fair value at the grant dates for awards under those plans consistent

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with the method of SFAS No. 123, the Company’s net income and net income per share for the three-month and nine-month periods ended September 30, would have been reduced to the pro forma amounts indicated below (in thousands, except per share data):

NOTE 3 – CONTINGENCIES

In November 2004, Gulf Island, L.L.C., a wholly-owned subsidiary of Gulf Island Fabrication, Inc., filed a breach of contract suit against J. Ray McDermott for non-payment of a portion of a contract completed by Gulf Island, L.L.C. earlier in 2004. The amount of the unpaid portion of the contract in Contracts receivable, net is approximately $5 million. J. Ray McDermott has deposited certified funds with the Terrebonne Parish Clerk of Court in the amount of 125% of the unpaid portion. After consultation with legal counsel, the Company does not expect that the ultimate resolution of this matter will have a material adverse effect on the financial position or results of operations of the Company.

In December 2004, the Company received notice from the Louisiana Department of Environmental Quality (“LDEQ”) that its Corrective Action Plan submitted in October 2004 was not acceptable. The Corrective Action Plan was developed to provide remediation to several isolated areas located on property the Company sold in 2001. Cost of remediation based on revising the Corrective Action Plan according to the LDEQ’s recommendations in not expected to exceed $230,000. The accompanying financial statements include an accrual based on the Company’s current estimate of remediation cost for the area.

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Report of Independent Registered

Public Accounting Firm

The Board of Directors and Shareholders

Gulf Island Fabrication, Inc.

We have reviewed the condensed consolidated balance sheet of Gulf Island Fabrication, Inc. as of September 30, 2005, and the related condensed consolidated statements of income for the three-month and nine-month periods ended September 30, 2005 and 2004, and the condensed consolidated statement of changes in shareholders’ equity for the nine-month period ended September 30, 2005, and the condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2005 and 2004. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Gulf Island Fabrication, Inc. as of December 31, 2004, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the year then ended (not presented herein) and in our report dated February 23, 2005, we expressed an unqualified opinion on those consolidated financial statements. In our opinion the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2004, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP

New Orleans, Louisiana

October 25, 2005

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Item 2. Management’s Discussion and Analysis of Financial Condition And Results of Operations.

Developments Since June 30, 2005

Hurricanes Katrina, Rita and two other storms caused a shutdown of the Company’s facilities for an aggregate of approximately 3 weeks in production days during the third quarter of 2005. Although the Company’s facilities sustained some physical damage as a result of the two recent hurricanes, insurance proceeds are expected to cover the majority of the costs associated with the physical damage. As a result, the primary loss to the Company is the opportunity cost of the lost days of production from the hurricanes. By mid-October 2005, the Company’s facilities were fully operational.

Although the degree of damage to offshore drilling and production platforms located in the Gulf of Mexico is still under assessment by the oil and gas companies, it appears the infrastructure has sustained significant damage which could create beneficial opportunities for the offshore fabrication industry.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Company to make estimates and assumptions (see Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004). The Company believes that of its significant accounting policies, the following involve a higher degree of judgement and complexity: revenue recognition and estimating the recoverability of accounts receivable. Critical accounting policies are discussed more fully in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. There have been no changes in the Company’s evaluation of its critical accounting policies since that date.

The Company will be required to adopt Statement 123 (R) for stock-based compensation effective January 1, 2006. See Note 2 to the unaudited condensed consolidated financial statements in this Form 10-Q.

Results of Operations

The Company’s revenue for the three-month and nine-month periods ended September 30, 2005 was $37.5 million and $147.1 million, an increase of 4.7% and 14.9% respectively, compared to $35.8 million and $128.0 million in revenue for the three-month and nine-month periods ended September 30, 2004. The increase in revenue for the three-month and nine-month periods ended September 30, 2005 was directly associated with an increase in direct material pass-through sales and an increase in direct labor hours, 6.0% and 11.3%, respectively, applied to contracts in progress during the three-month and nine-month periods ended September 30, 2005, comparable to the same periods of 2004.

For the three-month and nine-month periods ended September 30, 2005, gross profit was $4.6 million (12.3% of revenue) and $19.5 million (13.3% of revenue), compared to gross profit of $3.7 million (10.3% of revenue) and $17.5 million (13.7% of revenue) for the

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comparable periods of 2004. The increase in gross profit margin for the three-month period ended September 30, 2005 compared to the three-month period ended September 30, 2004, was the result of the increase in man-hours associated with the jobs in progress. During the nine-month period ended September 30, 2005 compared to the nine-month period ended September 30, 2004, the decrease in gross profit margin primarily related to higher amounts of pass-through material costs, which generate little or no margin.

The Company’s general and administrative expenses were $1.5 million for the three-month period ended September 30, 2005 and $4.4 million for the nine-month period ended September 30, 2005. This compares to $1.2 million for the three-month period ended September 30, 2004 and $3.8 million for the nine-month period ended September 30, 2004. As a percentage of revenue, general and administrative expenses increased to 4.0% from 3.4% of revenue for the three-month periods ended September 30, 2005 and 2004, respectively. For the nine-month periods ended September 30, 2005 and 2004, general and administrative expenses, as a percentage of revenue, remained stable at 3% for both periods. The increase in absolute dollar costs for general and administrative expenses, for the three-month and nine month periods ended September 30, 2005, primarily resulted from increased salary and wage related costs and the increased costs related to legal proceedings in progress. For a description of legal proceedings, see Item 3 of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

The Company had net interest income of $349,000 and $910,000 for the three-month and nine-month periods ended September 30, 2005, respectively, compared to $159,000 and $319,000 for the three-month and nine-month periods ended September 30, 2004. The increase in interest income resulted from the Company’s increase in cash and cash equivalents available for investment and an increase in investment yield for the three-month and nine-month periods ended September 30, 2005, as compared to the same periods of 2004.

The Company’s effective income tax rate increased to 36.0% for the three-month and nine-month periods ended September 30, 2005, respectively, from 35% of income before income taxes for the comparable periods of 2004.

Liquidity and Capital Resources

Historically the Company has funded its business activities primarily through funds generated from operations. The Company also maintains a revolving line of credit with commercial banks, but has not drawn on it since December 1998. At September 30, 2005, the Company’s cash and cash equivalents plus short-term investments totaled $41.9 million and working capital was $86.0 million, resulting in a current ratio of 8.1 to 1. Net cash provided by operating activities was $5.5 million for the nine-months ended September 30, 2005. The reduction in net cash provided by operating activities when comparing the period ended September 30, 2005 to September 30, 2004, is the result of the increase in cost and estimated earnings in excess of billings and the decrease in the billings in excess of costs and estimated earnings on uncompleted contracts. Several of the Company’s current contracts have milestone thresholds that determine amounts that can be billed to the customer which differs from progress billings which are based on normal work progression. Net cash used in investing activities for the nine-months ended September 30, 2005, was $4.5 million, of which $3.1 related to capital expenditures for equipment and improvements to its production facilities and $1.4 related to the purchase of short-term investments. Net cash used in financing activities for the nine-month period ended September 30, 2005 was $580,000, which consisted of proceeds

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in the amount of $1.8 million from the exercise of stock options, $415,000 related to the tax benefit of stock options exercised and $2.8 million used to pay dividends on common stock.

The Company’s bank credit facility provides for a revolving line of credit of up to $20.0 million (“the Revolver”), which bears interest equal to, at the Company’s option, the prime lending rate established by JPMorgan Chase Bank N.A. or LIBOR plus 1.5%. The Revolver matures December 31, 2007, and is secured by a mortgage on the Company’s real estate, machinery and equipment, and fixtures. The Company pays a fee on a quarterly basis of three-sixteenths of one percent per annum on the weighted-average unused portion of the Revolver. At September 30, 2005, there were no borrowings outstanding under the Revolver, but the Company did have letters of credit outstanding totaling $ 890,000, which reduces the unused portion of the Revolver. The Company is required to maintain certain covenants, including balance sheet and cash flow ratios. At September 30, 2005, the Company was in compliance with these covenants.

Capital expenditures for the remaining three months of 2005 are estimated to be approximately $2.5 million, which includes the purchase of machinery and equipment and additional yard and facility expansion improvements. Management believes that its available funds, cash generated by operating activities and funds available under the bank credit facility will be sufficient to fund its capital expenditures and working capital needs.

Contractual Obligations

There have been no material changes from the information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

Off-Balance Sheet Arrangements

There have been no material changes from the information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

Forward-Looking Statements

Statements under “Results of Operations” and “Liquidity and Capital Resources” and other statements in this report and the exhibits hereto that are not statements of historical fact are forward-looking statements. These statements involve risks and uncertainties that include, among others, the timing and extent of changes in the prices of crude oil and natural gas; the timing of new projects and the Company’s ability to obtain them; competitive factors in the heavy marine fabrication industry; the Company’s ability to successfully complete the testing, production and marketing of the MinDOC (a deepwater floating, drilling, and production concept) and other deep water production systems and to develop and provide financing for them; and the Company’s ability to attract and retain qualified production employees at acceptable compensation rates. Changes in these factors could result in changes in the Company’s performance and could cause the actual results to differ materially from those expressed in the forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes from the information included in the Company’s Form 10-K for the year ended December 31, 2004.

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Item 4. Controls and Procedures.

The Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of September 30, 2005. The evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company, including its consolidated subsidiaries, required to be included in reports the Company files with or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934. There have been no changes during the fiscal quarter ended September 30, 2005, in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is subject to various routine legal proceedings in the normal conduct of its business primarily involving commercial claims, workers’ compensation claims, and claims for personal injury under general maritime laws of the United States and the Jones Act. While the outcome of these lawsuits, legal proceedings and claims cannot be predicted with certainty, management believes that the outcome of any such proceedings, even if determined adversely, would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

For a description of legal proceedings, see Item 3 of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

Item 6. Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 25, 2005

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GULF ISLAND FABRICATION, INC.

EXHIBIT INDEX

E-1