Exhibit 99.2

REPORT OF INDEPENDENT AUDITORS

The Partners

Gulf Marine Fabricators

We have audited the accompanying balance sheets of Gulf Marine Fabricators (Partnership) as of December 31, 2005 and 2004, and the related statements of operations and changes in partners’ equity, and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gulf Marine Fabricators at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

New Orleans, Louisiana

April 14, 2006

 

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GULF MARINE FABRICATORS

BALANCE SHEETS

(in thousands)

 

     December 31,
     2005    2004
ASSETS      

Current assets:

     

Cash and cash equivalents

   $ 665    $ 509

Contracts receivable

     3,414      8,900

Costs and estimated earnings in excess of billings on uncompleted contracts

     1,445      2,781

Prepaid expenses and other

     1,123      1,197

Receivable from affiliates

     11,374      11,092

Inventory

     612      455
             

Total current assets

     18,633      24,934

Property, plant and equipment, net

     27,678      32,588
             

Total assets

   $ 46,311    $ 57,522
             
LIABILITIES AND PARTNERS’ EQUITY      

Current liabilities:

     

Bank overdrafts

   $ 4,797    $ 2,022

Accounts payable

     664      669

Accounts payable - affiliates

     1,941      2,993

Billings in excess of costs and estimated earnings on uncompleted contracts

     1,042      2,701

Accrued expenses

     2,269      3,585

Other liabilities

     19,090      18,576
             

Total current liabilities

     29,803      30,546

Partners’ equity

     16,508      26,976
             

Total liabilities and partners’ equity

   $ 46,311    $ 57,522
             

The accompanying notes are an integral part of these statements

 

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GULF MARINE FABRICATORS

STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS’ EQUITY

(in thousands)

 

     Years Ended December 31,  
     2005     2004     2003  

Revenue

   $ 41,558     $ 225,269     $ 264,461  

Cost of revenue

     47,450       221,180       268,531  
                        

Gross profit (loss)

     (5,892 )     4,089       (4,070 )

General and administrative expenses

     5,006       7,281       5,654  
                        

Operating income (loss)

     (10,898 )     (3,192 )     (9,724 )

Other income (expense):

      

Interest expense

     (415 )     (785 )     (699 )

Interest income

     12       4       —    

Gain on disposition of equipment

     833       7,754       —    
                        
     430       6,973       (699 )
                        

Net income (loss)

   $ (10,468 )   $ 3,781     $ (10,423 )
                        

Partners’ equity at beginning of year

     26,976       23,195       33,618  
                        

Partners’ equity at end of year

   $ 16,508     $ 26,976     $ 23,195  
                        

The accompanying notes are an integral part of these statements

 

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GULF MARINE FABRICATORS

STATEMENT OF CASH FLOWS

(in thousands)

 

     Years Ended December 31,  
     2005     2004     2003  

Operating activities:

      

Net income (loss)

   $ (10,468 )   $ 3,781     $ (10,423 )

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation

     5,034       7,417       6,336  

Gain on sale of equipment

     (833 )     (7,754 )     (37 )

Changes in operating assets and liabilities:

      

Contracts receivable, net

     4,454       12,333       (13,884 )

Costs and estimated earnings in excess of billings on uncompleted contracts

     1,336       8,584       (535 )

Prepaid expenses, inventory and other assets

     (83 )     936       243  

Accounts payable

     (1,057 )     (4,741 )     3,362  

Billings in excess of costs and estimated earnings on uncompleted contracts

     (1,659 )     (20,315 )     13,993  

Other liabilities

     514       15,936       2,640  

Accrued expenses

     (1,316 )     (8,444 )     6,309  
                        

Net cash provided by (used in) operating activities

     (4,078 )     7,733       8,004  

Cash flows from investing activities:

      

Capital expenditures

     (130 )     (5,963 )     (2,594 )

Proceeds from the disposition of equipment

     1,589       7,214       1,609  
                        

Net cash provided by (used in) investing activities

     1,459       1,251       (985 )
                        

Cash flows from financing activities:

      

Bank overdrafts

     2,775       (9,056 )     (6,787 )
                        

Net cash provided by (used in) financing activities

     2,775       (9,056 )     (6,787 )
                        

Net increase (decrease) in cash

     156       (72 )     232  

Cash and cash equivalents at beginning of period

     509       581       349  
                        

Cash and cash equivalents at end of period

   $ 665     $ 509     $ 581  
                        

Supplemental cash flow information:

      

Interest paid

   $ 415     $ 785     $ 699  
                        

The accompanying notes are an integral part of these statements

 

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GULF MARINE FABRICATORS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Gulf Marine Fabricators (“the Partnership”), is an indirect wholly-owned partnership of Technip Coflexip USA Holding Inc. and is engaged in the fabrication of offshore oil and gas production platforms for oil and gas industry companies. The Partnership’s principal markets are concentrated in the offshore regions and along the coast of the Gulf of Mexico.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

Cash Equivalents

The Partnership considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

Concentration of Credit Risk

The principal customers of the Partnership are the major and large independent oil and gas companies. This concentration of customers may impact the Partnership’s overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic or other conditions. However, the Partnership’s management believes that the portfolio of receivables is diversified and that such diversification minimizes any potential credit risk. Receivables are generally not collateralized. In the normal course of business, the Partnership extends credit to its customers on a short-term basis. Because the Partnership’s principal customers are major oil and natural gas exploration, development and production companies, credit risks associated with its customers are considered minimal. However, the Partnership routinely reviews its accounts receivable balances and makes adequate provisions for probable doubtful accounts.

Inventory

Inventory consists of materials and production supplies and is stated at the lower of cost or market determined on the first-in, first-out basis.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful lives of the assets, which range from 3 to 20 years. Ordinary maintenance and repairs, which do not extend the physical or economic lives of the plant or equipment, are charged to expense as incurred.

 

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GULF MARINE FABRICATORS

NOTES TO FINANCIAL STATEMENTS – (Continued)

Long-Lived Assets

The Partnership records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. The impairment loss is determined by comparing the fair value of the assets to their carrying amounts and recording the excess of the carrying amounts of the assets over their fair value. Fair value is determined based on discounted cash flows or appraised values, as appropriate.

Revenue Recognition

Revenue from fixed-price contracts is recognized on the percentage-of-completion method computed by the efforts-expended method which measures the percentage of labor hours incurred to date as compared to estimated total labor hours for each contract.

Contract costs include all direct material, labor and subcontract costs and those indirect costs related to contract performance, such as indirect labor, supplies and tools. Also included in contract costs are a portion of those indirect contract costs related to plant capacity, such as depreciation, insurance and repairs and maintenance. Profit incentives are included in revenue when their realization is reasonably assured. Claims for extra work or changes in scope of work are included in revenue when the amount can be reliably estimated and collection is probable. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

Income Taxes

Because the entity is a partnership, federal income taxes are the responsibility of the partnership’s partners. Accordingly, no provision for income taxes has been recorded in the accompanying financial statements.

Related Party Transactions

The Partnership is owned by Technip Coflexip Holdings USA, and has several related party transactions between it and its parent during the year. The parent provides various services to the Partnership during the year such as financing, insurance benefits, marketing, project management accounting and executive management services and thus the Partnership reimburses the parent for its share of cost related to those services. The Partnership pays management fees to the ultimate French parent based on 1.2% of the external sales of the Partnership.

2. CONTRACTS RECEIVABLE

Amounts due on contracts as of December 31 were as follows (in thousands):

 

     2005    2004

Completed contracts

   $ 1,185    $ 1,357

Contracts in progress:

     

Current

     2,229      7,543

Retainage due within one year

     —        —  
             
     3,414      8,900

Less allowance for doubtful accounts

     —        —  
             
   $ 3,414    $ 8,900
             

 

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GULF MARINE FABRICATORS

NOTES TO FINANCIAL STATEMENTS – (Continued)

3. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts as of December 31 consisted of the following (in thousands):

 

     2005     2004  

Costs incurred on uncompleted contracts

   $ 22,892     $ 201,778  

Estimated profit earned to date

     1,551       19,983  
                

Revenue recognized

     24,443       221,761  

Less billings to date

     (24,040 )     (221,681 )
                
   $ 403     $ 80  
                

The above amounts are included in the accompanying balance sheets at December 31, under the following captions (in thousands):

 

     2005     2004  

Costs and estimated earnings in excess of billings on uncompleted contracts

   $ 1,445     $ 2,781  

Billings in excess of costs and estimated earnings on uncompleted contracts

     (1,042 )     (2,701 )
                
   $ 403     $ 80  
                

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following (in thousands):

 

    

Useful Life

   2005   2004  

Land

   —      $ 5,851   $ 5,851  

Buildings

   7-20 years      29,061     29,061  

Machinery and equipment

   3-8 years      33,905     36,413  

Office equipment

   5 years      544     544  

IT equipment

   3 years      2,319     2,319  
                 
        71,680     74,188  

Less accumulated depreciation

        (44,002)     (41,600 )
                 
      $ 27,678   $ 32,588  
                 

 

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GULF MARINE FABRICATORS

NOTES TO FINANCIAL STATEMENTS – (Continued)

5. OTHER LIABILITIES

In October 2004, the Partnership completed certain fabrication work as a subcontractor for Technip Offshore, Inc., its’ parent company. The Partnership and its parent are involved in certain disputes with the customer related to this project. The Partnership believes the customer is responsible for certain additional costs related to the project, while the customer disputes certain billings and has asserted claims for liquidated damages. At December 31, 2005 and 2004, receivables from affiliates included approximately $10.5 million of claims receivable related to this dispute and other liabilities included approximately $17.9 million for the customer’s assessment of liquidated damages and disputed receivables.

The parties are currently negotiating settlement of this matter. The Partnership does not believe that ultimate resolution of disputed items will have a material adverse impact on its financial position or operating results.

 

     December 31,
     2005    2004

Contingency accruals on completed contracts

   $ 11,912    $ 12,051

Reserve for contract disputes

     6,525      6,525

Accruals for operational expenses

     653      —  
             
   $ 19,090    $ 18,576
             

6. SALES TO MAJOR CUSTOMERS

The Partnership’s customer base is primarily concentrated in the oil and gas industry. The Company is not dependent on any one customer, and the revenue earned from each customer varies from year to year based on the contracts awarded. Sales to customers comprising 10% or more of the Company’s total revenue for the years ended December 31 are summarized as follows (in thousands):

 

     2005    2004    2003

Chevron

   $ 11,593    $ —      $ —  

Daewoo

     4,288      43,868      —  

British Petroleum

     —        54,782      106,742

National Oilwell

     6,416      —        —  

Modec

     5,009      —        —  

Conoco

     —        55,723      38,005

BHP

     —        32,143      —  

Kerr McGee

     —        25,250      46,539

7. RELATED PARTY TRANSACTIONS

Amounts included in the consolidated statements of operations with respect to transactions with affiliates are set forth below (in thousands):

 

     2005    2004    2003

Sales

   $ 8,644    $ 83,143    $ 71,506

Insurance allocated from parent

     1,603      1,901      2,860

Purchases, salaries, and services

     3,004      4,461      3,447

Gain on the sale of equipment

     750      —        —  

Interest expense

     —        4      —  

Guaranty fees paid

     225      303      397

Management fees

     308      1,706      1,135

Accounts payable and accounts receivable from affiliates outstanding at December 31, 2005 and 2004 represent transactions in the normal course of business.

 

8


GULF MARINE FABRICATORS

NOTES TO FINANCIAL STATEMENTS – (Continued)

8. COMMITMENTS AND CONTINGENCIES

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.

At December 31, 2005, the Company had noncancellable operating lease commitments for tug and barge services. Lease expense for the years ended December 31, 2005, 2004 and 2003 was $836,000, $836,000 and $540,000, respectively. Future minimum lease payments under this lease are as follows (in thousands):

 

Year ending December 31

   Minimum
Lease
Payments

2006

   $ 836

2007

     836

2008

     836

2009

     836

2010

     836
      
     $4,180
      

9. RETIREMENT PLAN

The Partnership has a defined contribution retirement plan for all employees that are qualified under Section 401(k) of the Internal Revenue Service Code. Contributions to the Retirement Plan by the Partnership are based on participants’ contributions with additional year-end contributions by the Parent based on profits of the Partnership. For the years ended December 31, 2003, 2004 and 2005, the parent did not make any contributions to the Plan.

10. SUBSEQUENT EVENTS

Effective February 1, 2006, the Company’s facilities, machinery and equipment were acquired by a wholly-owned subsidiary of Gulf Island Fabrication, Inc. (“GIFI”). The aggregate consideration for the acquisition paid at the closing consisted of (i) $40 million in cash (subject to certain purchase price adjustments), (ii) 1,589,067 shares of GIF’s common stock, and (iii) assumption of certain liabilities. GIFI assumed all of the Company’s uncompleted fabrication contracts, as of the date of the closing.

 

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