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 March 31, 2001
Commission File Number: 2-56600
Global Industries, Ltd.
(Exact name of registrant as specified in its charter)
Louisiana 72-1212563
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 Global Drive 70665
P. O. Box 442, Sulphur, LA 70664-0442
(Address of principal executive offices) (Zip Code)
(337) 583-5000
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed
since last report)
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. [X] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of the Registrant's Common Stock outstanding,
as of May 4, 2001 was 92,681,527.
Global Industries, Ltd.
Index - Form 10-Q
Part I
Item 1. Financial Statements - Unaudited
Independent Accountants' Report 3
Consolidated Statements of Operations 4
Consolidated Balance Sheets 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 14
Part II
Item 1. Legal Proceedings 15
Item 6. Exhibits and Reports of Form 8-K 15
Signature 16
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
Global Industries, Ltd.
We have reviewed the condensed consolidated financial statements
of Global Industries, Ltd. and subsidiaries, as listed in the
accompanying index, as of March 31, 2001 and for the three-month
periods ended March 31, 2001 and 2000. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and of making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally
accepted in the United States of America, 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 such condensed consolidated
financial statements for them to be in conformity with
accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing
standards generally accepted in the United States of America,
the consolidated balance sheet of Global Industries, Ltd. and
subsidiaries as of December 31, 2000, and the related
consolidated statements of operations, shareholders' equity,
cash flows, and comprehensive income (loss) for the year then
ended (not presented herein); and in our report dated February
15, 2001, 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, 2000 is fairly stated, in all
material respects, in relation to the consolidated balance sheet
from which it has been derived.
DELOITTE & TOUCHE LLP
May 3, 2001
New Orleans, Louisiana
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
Quarter Ended March 31,
-------------------------
2001 2000
---------- ----------
Revenues $ 71,271 $ 78,740
Cost of Revenues 62,204 73,594
---------- ----------
Gross Profit 9,067 5,146
Goodwill Amortization 743 755
Selling, General and Administrative Expenses 8,909 7,695
---------- ----------
Operating Loss (585) (3,304)
---------- ----------
Other Expense (Income)
Interest Expense 5,330 5,255
Other (1,229) 625
---------- ----------
4,101 5,880
---------- ----------
Loss Before Income Taxes (4,686) (9,184)
Provision (Benefit) for Income Taxes (1,615) (3,166)
---------- ----------
Loss Before Cumulative Effect of Change in
Accounting Principle (3,071) (6,018)
Cumulative Effect of Change in Accounting Principle
(net of $0.4 million of tax) -- 783
---------- ----------
Net Loss $ (3,071) $ (6,801)
========== ==========
Weighted Average Common Shares Outstanding
Basic 92,501,816 91,572,691
Diluted 92,501,816 91,572,691
Loss Per Share Before Cumulative Effect:
Basic $ (0.03) $ (0.07)
Diluted $ (0.03) $ (0.07)
Net Loss Per Share:
Basic $ (0.03) $ (0.07)
Diluted $ (0.03) $ (0.07)
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
March 31, December 31,
------------ ------------
2001 2000
------------ ------------
ASSETS
Current Assets:
Cash $ 14,572 $ 25,462
Escrowed funds 77 846
Receivables - net of allowance of $4.8 million
and $9.5 million, respectively 100,104 97,858
Other receivables 1,751 3,989
Prepaid expenses and other 12,420 12,792
Assets held for sale 2,795 2,795
------------ ------------
Total current assets 131,719 143,742
------------ ------------
Escrowed Funds 38 38
------------ ------------
Property and Equipment, net 516,683 525,001
------------ ------------
Other Assets:
Deferred charges, net 23,908 19,304
Goodwill, net 40,361 41,104
Other 678 998
------------ ------------
Total other assets 64,947 61,406
------------ ------------
Total $ 713,387 $ 730,187
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 26,674 $ 26,674
Accounts payable 49,469 46,439
Employee-related liabilities 6,412 7,246
Income taxes payable 4,578 3,748
Accrued interest 1,663 5,451
Other accrued liabilities 12,426 16,235
------------ ------------
Total current liabilities 101,222 105,793
------------ ------------
Long-Term Debt 201,134 209,953
------------ ------------
Deferred Income Taxes 24,885 27,417
------------ ------------
Other Liabilities 1,322 --
------------ ------------
Shareholders' Equity:
Common stock issued, 94,081,927 and
93,698,757 shares, respectively 940 937
Additional paid-in capital 223,993 221,634
Treasury stock at cost (1,429,500 shares) (15,012) (15,012)
Accumulated other comprehensive loss (10,461) (8,970)
Retained earnings 185,364 188,435
------------ ------------
Total shareholders' equity 384,824 387,024
------------ ------------
Total $ 713,387 $ 730,187
============ ============
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Quarter Ended March 31,
-------------------------
2001 2000
---------- ----------
Cash Flows From Operating Activities:
Net loss $ (3,071) $ (6,801)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization 11,875 13,241
Gain on sale, disposal or impairment of
property and equipment (918) --
(Recovery) reserve for doubtful accounts (4,679) 334
Deferred income taxes (2,532) (2,360)
Cumulative effect of change in
accounting principle -- 783
Other 296 125
Changes in operating assets and liabilities
Receivables 2,433 (15,808)
Receivables from unconsolidated affiliate 2,238 --
Prepaid expenses and other 372 (308)
Accounts payable and other current
liabilities (4,282) 4,873
---------- ----------
Net cash provided by (used in)
operating activities 1,732 (5,921)
---------- ----------
Cash Flows From Investing Activities:
Proceeds from sale of assets 2,000 --
Additions to property and equipment (1,044) (3,697)
Escrowed funds, net 769 (24,010)
Additions to deferred charges (7,570) (7,445)
---------- ----------
Net cash used in investing activities (5,845) (35,152)
---------- ----------
Cash Flows From Financing Activities:
Proceeds from sale of common stock, net 2,042 308
Proceeds from long-term debt 24,000 99,000
Repayment of long-term debt (32,819) (75,035)
---------- ----------
Net cash provided by (used in)
financing activities (6,777) 24,273
---------- ----------
Cash:
Decrease (10,890) (16,800)
Beginning of period 25,462 34,087
---------- ----------
End of period $ 14,572 $ 17,287
========== ==========
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
Notes to Consolidated Financial Statements (Unaudited)
1. Basis of Presentation - The accompanying unaudited
consolidated financial statements include the accounts of
Global Industries, Ltd. and its wholly owned subsidiaries
(the "Company").
In the opinion of management of the Company, all adjustments
(such adjustments consisting only of a normal recurring
nature) necessary for a fair presentation of the operating
results for the interim periods presented have been included
in the unaudited consolidated financial statements. Operating
results for the period ended March 31, 2001, are not
necessarily indicative of the results that may be expected
for the year ending December 31, 2001. These financial
statements should be read in conjunction with the Company's
audited consolidated financial statements and related notes
thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 2000.
Independent public accountants as stated in their report
included herein, have reviewed the financial statements
required by Rule 10-01 of Regulation S-X.
Certain reclassifications have been made to the prior period
financial statements in order to conform with the
classifications adopted for reporting in fiscal year 2001.
2. New Accounting Pronouncement - In June 1998, the FASB issued
Statement of Financial Accounting Standards No. 133
"Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"). SFAS 133 was subsequently amended
by SFAS 137 in June 1999 and SFAS 138 in September 2000.
SFAS 133, as amended, establishes accounting and reporting
standards for derivative instruments and hedging activities
and requires, among other things, that an entity recognize
all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value.
The Company adopted this accounting standard effective for
its fiscal year beginning January 1, 2001, as required. The
Company utilizes interest rate swaps to hedge certain of its
variable rate long-term debt. These interest rate swaps are
accounted for as cash flow hedges in accordance with FAS 133
as amended. Upon initial adoption of FAS 133, the Company
recorded the fair value of its interest rate swaps on the
balance sheet and a corresponding unrecognized loss of $1.0
million as a cumulative effect adjustment of Comprehensive
Income (Loss). Amounts expected to be transferred to
earnings in the next twelve months are classified as current
liabilities.
3. Financing Arrangements - The Company maintains a $275.0
million credit facility, which currently consists of a $175.0
million term loan facility and a $100.0 million revolving
loan facility. Both the term and revolving loan facility
mature on December 30, 2004. The term and revolving loan
agreement permit both prime rate bank borrowings and London
Interbank Offered Rate ("LIBOR") borrowings plus a floating
spread. The spreads can range from 0.5% to 1.75% and 1.75%
to 3.00% for prime rate and LIBOR based borrowings,
respectively. In addition, the facility allows for certain
fixed rate interest options on amounts outstanding. Both the
term and revolving loan facility mature on December 30, 2004.
Stock of the Company's subsidiaries, certain real estate, and
the majority of the Company's vessels collateralize the loans
under the credit facility. Both the term loan and the
revolving loan facilities are subject to certain financial
covenants. The Company obtained a waiver from its lenders
for one of its covenants that exceeded its limit at March 31,
2001 and was otherwise in compliance with the covenants under
the facility at March 31, 2001. In consideration for this
waiver, the Company reduced its available revolving loan
facility by $25.0 million to $100.0 million and paid a waiver
fee. Two financial covenants under the facility are near
their limits and based upon the Company's current
expectations of its operations, one or more of such covenants
may not be met at the end of the second quarter. If such
covenants cannot be met, the Company expects to seek waivers
from its lenders. As of May 7, 2001, the Company had $39.3
million of credit capacity under it credit facility.
4. Commitments and Contingencies - The Company is a party to
legal proceedings and potential claims arising in the
ordinary course of business. Management does not believe
these matters will materially effect the Company's
consolidated financial statements.
In November of 1999, the Company notified Group GTM that as a
result of material adverse changes and other breaches by
Groupe GTM, the Company was no longer bound by and was
terminating the Share Purchase Agreement to purchase the
shares of ETPM S.A. Groupe GTM responded stating that they
believed the Company was in breach. The Share Purchase
Agreement provided for liquidated damages of $25.0 million to
be paid by a party that failed to consummate the transaction
under certain circumstances. The Company has notified Groupe
GTM that it does not believe that the liquidated damages
provision is applicable to its termination of the Share
Purchase Agreement. On December 23, 1999, Global filed suit
against Groupe GTM in Tribunal de Commerce de Paris to
recover damages. On June 21, 2000, Groupe GTM filed an
answer and counterclaim against Global seeking the liquidated
damages of $25.0 million and other damages, costs and
expenses of approximately $1.5 million. The Company believes
that the outcome of these matters will not have a material
adverse effect on its business or financial statements.
In the normal course of its business activities, the Company
provides letters of credit to secure the performance and/or
payment of obligations, including the payment of worker's
compensation obligations. Additionally, the Company has
issued a letter of credit as collateral for $27.6 million of
Port Improvement Revenue Bonds. At March 31, 2001,
outstanding letters of credit and bonds approximated $39.9
million. Also in the normal course of its business
activities, the Company provides guarantee and performance,
bid, and payment bonds. Some of these financial instruments
are secured by parent company guarantees. The aggregate of
these financial instruments at March 31, 2001 was $28.9
million.
The Company estimates that the cost to complete capital
expenditure projects in progress at March 31, 2001
approximates $0.7 million.
5. Industry Segment Information - The following table's present
information about the profit or loss of each of the Company's
reportable segments for the quarters ended March 31, 2001 and
2000. The information contains certain allocations of
corporate expenses that the Company deems reasonable and
appropriate for the evaluation of results of operations.
Quarter Ended March 31,
-------------------------
2001 2000
---------- ----------
(in thousands)
Revenues from external customers:
Gulf of Mexico Offshore Construction $ 23,732 $ 16,881
Gulf of Mexico Diving 4,819 4,031
Gulf of Mexico Marine Support 9,917 4,511
Latin America 4,127 21,080
West Africa 10,046 24,755
Asia Pacific 13,069 3,213
Middle East 5,323 3,983
---------- ----------
$ 71,033 $ 78,454
========== ==========
Intersegment revenues:
Gulf of Mexico Offshore Construction $ 496 $ 53
Gulf of Mexico Diving 2,355 1,905
Gulf of Mexico Marine Support 956 1,144
---------- ----------
$ 3,807 $ 3,102
========== ==========
Income (loss) before income taxes:
Gulf of Mexico Offshore Construction $ (2,881) $ (5,051)
Gulf of Mexico Diving (1,070) (437)
Gulf of Mexico Marine Support 4,900 (139)
Latin America (1,782) 2,200
West Africa 2,548 2,583
Asia Pacific (5,660) (5,595)
Middle East 205 (604)
---------- ----------
$ (3,740) $ (7,043)
========== ==========
The following table reconciles the revenues of the reportable
segments and profit or loss presented above, to the Company's
consolidated totals.
Quarter Ended March 31,
-------------------------
2001 2000
---------- ----------
(in thousands)
Revenues:
Total for reportable segments $ 74,840 $ 81,556
Total for other segments 238 302
Elimination of intersegment revenues (3,807) (3,118)
---------- ----------
Total consolidated revenues $ 71,271 $ 78,740
========== ==========
Income (Loss):
Total for reportable segments $ (3,740) $ (7,043)
Total for other segments (expense) 64 12
Unallocated corporate expense (1,010) (2,153)
---------- ----------
Total consolidated loss before tax $ (4,686) $ (9,184)
========== ==========
6. Comprehensive Income (Loss) - Following is a summary of the
Company's comprehensive income (loss) for the three months
ended March 31, 2001 and 2000:
Quarter Ended March 31,
-------------------------
2001 2000
---------- ----------
(in thousands)
Net loss $ (3,071) $ (6,801)
Other comprehensive income (loss):
Cumulative effect of adoption of SFAS 133
on January 1, 2001 (1,023) --
Unrealized loss on hedging activities (467) --
---------- ----------
Comprehensive loss $ (4,562) $ (6,801)
========== ==========
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
General
The following discussion presents management's discussion and
analysis of the Company's financial condition and results of
operations. Certain of the statements included below, including
those regarding future financial performance or results or that
are not historical facts, are or contain "forward-looking"
information as that term is defined in the Securities Act of
1933, as amended. The words "expect," "believe," "anticipate,"
"project," "estimate," and similar expressions are intended to
identify forward-looking statements. The Company cautions
readers that any such statements are not guarantees of future
performance or events and such statements involve risks,
uncertainties and assumptions. Factors that could cause actual
results to differ from those expected include, but are not
limited to, dependence on the oil and gas industry and industry
conditions, general economic conditions including interest rates
and inflation, competition, the ability of the Company to
continue its acquisition strategy, successfully manage its
growth, and obtain funds to finance its growth, operating risks,
contract bidding risks, the use of estimates for revenue
recognition, risks of international operations, risks of vessel
construction such as cost overruns, changes in government
regulations, and disputes with construction contractors,
dependence on key personnel and the availability of skilled
workers during periods of strong demand, the impact of
regulatory and environmental laws, the ability to obtain
insurance, and other factors discussed below. Operating risks
include hazards such as vessel capsizing, sinking, grounding,
colliding, and sustaining damage in severe weather conditions.
These hazards can also cause personal injury, loss of life, and
suspension of operations. The risks inherent with international
operations include political, social, and economic instability,
exchange rate fluctuations, currency restrictions,
nullification, modification, or renegotiations of contracts,
potential vessel seizure, nationalization of assets, import-
export quotas, and other forms of public and governmental
regulation. Should one or more of these risks or uncertainties
materialize or should the underlying assumptions prove
incorrect, actual results and outcomes may differ materially
from those indicated in the forward-looking statements.
The following discussion should be read in conjunction with the
Company's unaudited consolidated financial statements for the
periods ended March 31, 2001 and 2000, included elsewhere in
this report and the Company's audited consolidated financial
statements and Management's Discussion and Analysis of Financial
Condition and Results of Operations included in the Company's
Annual Report of Form 10-K for the year ended December 31, 2000.
Results of Operations
The following table sets forth, for the periods indicated, the
Company's statements of operations expressed as a percentage of
revenues.
Quarter Ended March 31,
-------------------------
2001 2000
---------- ----------
Revenues 100.0% 100.0%
Cost of Revenues 87.3 93.5
---------- ----------
Gross Profit 12.7 6.5
Goodwill Amortization 1.0 1.0
Selling, General and Administrative Expenses 12.5 9.8
---------- ----------
Operating Loss (0.8) (4.3)
Interest Expense 7.5 6.7
Other Expense (income), net (1.7) 0.8
---------- ----------
Loss Before Income Taxes (6.6) (11.8)
Provision (Benefit) for Income Taxes (2.3) (4.0)
---------- ----------
Loss Before Cumulative Effect of Change in
Accounting Principle (4.3) (7.8)
Cumulative Effect of Change in Accounting
Principle -- 1.0
---------- ----------
Net Loss (4.3)% (8.8)%
========== ==========
Quarter Ended March 31, 2001 Compared to Quarter Ended March 31,
2000
Revenues. Revenues for the quarter ended March 31, 2001 were
$71.3 million as compared to $78.7 million for the quarter ended
March 31, 2000. This 9% decrease in revenues was primarily
attributable to decreased activity in certain areas including
West Africa and Latin America and was partially offset by
increased activity in the U. S. Gulf of Mexico Offshore
Construction and Marine Support divisions and the Asia Pacific
segment.
Gross Profit. For the quarter ended March 31, 2001, the Company
had gross profit of $9.1 million compared with $5.1 million for
the quarter ended March 31, 2000. The 78% increase was largely
the result of increased activity and improved pricing in certain
areas including Gulf of Mexico Offshore Construction and Gulf of
Mexico Marine Support divisions which was partially offset by
reduced activity in Latin America. As a percentage of revenues,
gross profit for the quarter ended March 31, 2001 was 13%
compared to the gross profit percentage earned for the quarter
ended March 31, 2000 of 7%.
Goodwill Amortization. Goodwill amortization for the quarter
ended March 31, 2001 was $0.7 million compared to $0.7 million
for the quarter ended March 31, 2000.
Selling, General and Administrative Expenses. For the quarter,
ended March 31, 2001, selling, general and administrative
expenses were $8.9 million as compared to $7.7 million reported
during the quarter ended March 31, 2000. As a percentage of
revenues, selling, general and administrative expenses increased
to 12% during the quarter ended March 31, 2001, compared to 10%
during the quarter ended March 31, 2000. This increase is
primarily attributable to cost associated with the strengthening
of the Company's marketing and business development areas and
certain accounting and legal fees.
Depreciation and Amortization. Depreciation and amortization,
including amortization of dry-docking costs, for the quarter
ended March 31, 2001 was $11.9 million compared to the $13.2
million recorded in the quarter ended March 31, 2000.
Interest Expense. Interest expense increased nominally to $5.3
million (net of capitalized interest) for the quarter ended
March 31, 2001, due to increased interest rates and less
capitalized interest, offset by lower outstanding debt levels,
as compared to the quarter ended March 31, 2000.
Other Income. Other income increased $1.9 million due primarily
to the recognition of a gain on the disposition of one vessel
and certain currency exchange rate gains for quarter ended March
31, 2001 as compared to a currency exchange loss in the quarter
ended March 31, 2000.
Net Loss. For the quarter ended March 31, 2001, the Company
recorded a net loss of $3.1 million as compared to a net loss of
$6.8 million recorded for the quarter ended March 31, 2000. The
Company's effective tax rate for the quarter ended March 31,
2001 was 34%, compared to 34% for the quarter ended March 31,
2000.
Segment Information. The Company has identified seven
reportable segments as required by SFAS 131. The following
discusses the results of operations for each of those reportable
segments.
Gulf of Mexico Offshore Construction - Increased demand for
offshore construction services in the Gulf of Mexico and
resulting pricing increases resulted in a 43% increase in gross
revenues to $24.2 million, (including $0.5 million intersegment
revenues) for the quarter ended March 31, 2001 compared to $16.9
million (including $0.1 million intersegment revenues) for the
quarter ended March 31, 2000. Increases in activity and pricing
improved earnings by $2.2 million from a loss before taxes of
$5.1 million for the quarter ended March 31, 2000, to a loss
before taxes of $2.9 million for the quarter ended March 31,
2001.
Gulf of Mexico Diving - Revenues from diving related services in
the Gulf of Mexico increased 21% to $7.2 million (including $2.4
million intersegment revenues) for the quarter ended March 31,
2001 from $5.9 million (including $1.9 million intersegment
revenues) for the quarter ended March 31, 2000. This increase is
attributed to an increase in diver utilization. However, due to
the mix of contract work and certain increases in maintenance
expenses, the segment had a loss before taxes for the period of
$1.1 million compared to a loss before taxes of $0.4 million for
the same period ended March 31, 2000.
Gulf of Mexico Marine Support - Gulf of Mexico Marine Support
benefited from increased activity during the quarter ended March
31, 2001. Gross revenues increased to $10.8 million for the
quarter ended March 31, 2001 compared to $5.7 million for the
quarter ended March 31, 2000. Due to increased activity and
improved pricing, income before taxes increased to $4.9 million
for the quarter ended March 31, 2001 compared to a loss before
taxes of $0.1 million for the quarter ended March 31, 2000.
Latin America - For the quarter ended March 31, 2001, revenues
declined to $4.1 million from $21.1 million for the quarter
ended March 31, 2000, due primarily to decreased demand and the
completion of two large contracts in the quarter ended March 31,
2000. Income before taxes decreased from $2.2 million for the
quarter ended March 31, 2000 to a loss before taxes of $1.8
million for the quarter ended March 31, 2001.
West Africa - Revenues decreased 60% to $10.0 million for the
quarter ended March 31, 2001 compared to $24.8 million for the
quarter ended March 31, 2000. The decline in revenues is due
primarily to the completion of one large contract in the quarter
ended March 31, 2000, which had a large level of fabrication and
procurement content. Income before taxes decreased slightly to
$2.5 million for the quarter ended March 31, 2001 compared to
$2.6 for the same period ended March 31, 2000. Earnings as a
percentage of revenues increased due to a different mix of
contract work in the quarter ended March 31, 2001.
Asia Pacific - Revenues increased substantially to $13.1 million
for the quarter ended March 31, 2001 as compared to $3.2 million
for the quarter ended March 31, 2000 due to increased demand.
Loss before taxes remained constant at a loss of $5.6 million
for the quarter ended March 31, 2001.
Middle East - Revenues increased 33% to $5.3 million for the
quarter ended March 31, 2001 compared to $4.0 million for the
quarter ended March 31, 2000 due to increased demand. Income
before taxes increased to $0.2 million for the 2001 period
compared to a $0.6 loss before taxes for the quarter ended March
31, 2000.
Liquidity and Capital Resources
The Company's cash balance decreased by $10.9 million to $14.6
million at March 31, 2001. The Company's operations generated
cash flows of $1.7 million during the quarter ended March 31,
2001. Working capital decreased $7.4 million during the quarter
ended March 31, 2001 to $30.5 million at March 31, 2001 from
$37.9 million at December 31, 2000. The decrease in working
capital is due primarily to a decrease in cash partially offset
by decreases in accrued interest and other accrued liabilities.
Capital expenditures during the quarter ended March 31, 2001
aggregated $1.0 million. The Company estimates that the cost to
complete capital expenditure projects in progress at March 31,
2001, will be approximately $0.7 million, all of which is
expected to be incurred during the next twelve months.
Long-term debt outstanding at March 31, 2001, (including current
maturities), includes $128.3 million of Title XI bonds, $28.7
million of Lake Charles Harbor and Terminal District bonds, $7.0
million of Heller Financial debt, and $63.8 million drawn
against the Company's term facility.
The Company maintains a $275.0 million credit facility, which
currently consists of a $175.0 million term loan facility and a
$100.0 million revolving loan facility. Both the term and
revolving loan facility mature on December 30, 2004. The term
and revolving loan agreement permit both prime rate bank
borrowings and London Interbank Offered Rate ("LIBOR")
borrowings plus a floating spread. The spreads can range from
0.5% to 1.75% and 1.75% to 3.00% for prime rate and LIBOR based
borrowings, respectively. In addition, the facility allows for
certain fixed rate interest options on amounts outstanding.
Both the term and revolving loan facility mature on December 30,
2004. Stock of the Company's subsidiaries, certain real estate,
and the majority of the Company's vessels collateralize the
loans under the credit facility. Both the term loan and the
revolving loan facilities are subject to certain financial
covenants. The Company obtained a waiver from its lenders for
one of its covenants that exceeded its limit at March 31, 2001
and was otherwise in compliance with the covenants under the
facility at March 31, 2001. In consideration for this waiver,
the Company reduced its available revolving loan facility by
$25.0 million to $100.0 million and paid a waiver fee. Two
financial covenants under the facility are near their limits and
based upon the Company's current expectations of its operations,
one or more of such covenants may not be met at the end of the
second quarter. If such covenants cannot be met, the Company
expects to seek waivers from its lenders. As of May 7, 2001,
the Company had $39.3 million of credit capacity under it credit
facility.
The Company's Title XI bonds mature in 2003, 2005, 2020, 2022,
and 2025. The bonds carry interest rates of 9.15%, 8.75%,
8.30%, 7.25%, and 7.71% per annum, respectively, and require
aggregate semi-annual payments of $2.9 million, plus interest.
The agreements pursuant to which the Title XI bonds were issued
contain certain covenants, including the maintenance of minimum
working capital and net worth requirements. If not met,
additional covenants result that restrict the operations of the
Company and its ability to pay cash dividends. At March 31,
2001, the Company was in compliance with these covenants.
The Company also has short-term credit facilities at its foreign
locations that aggregate $4.5 million and are secured by letters
of credit. Additionally, in the normal course of business, the
Company provides guarantees and performance, bid, and payment
bonds pursuant to agreements, or in connection with bidding to
obtain such agreements, to perform construction services. Some
of these guarantees are secured by parent company guarantees.
The aggregate of these guarantees and bonds at March 31, 2001
was $28.9 million.
The Company expects funds available under the credit facilities,
available cash, and cash generated from operations to be
sufficient to fund the Company's operations, scheduled debt
retirement, and planned capital expenditures for the next twelve
months. In addition, as the Company has historically done, it
will continue to evaluate the merits of any opportunities that
may arise for acquisitions of equipment or businesses, which may
require additional liquidity.
Industry Outlook
The Company remains optimistic about the future of the industry
as both commodity prices and energy demand has remained strong.
The Company is continuing to experience increased bidding
activity in all of its geographic regions. Many of these bids
have near term contract awards dates. The Company has
strategically positioned itself in anticipation of this growth
and is expecting improved earnings in late 2001 and 2002. As of
May 4, 2001, the Company's backlog was approximately $100.0
million, the highest it has been since the fourth quarter of 1999.
New Accounting Pronouncement
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133 "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS 133"). SFAS 133 was subsequently
amended by SFAS 137 in June 1999 and SFAS 138 in September 2000.
SFAS 133, as amended, establishes accounting and reporting
standards for derivative instruments and hedging activities and
requires, among other things, that an entity recognize all
derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value. The Company
adopted this accounting standard effective for its fiscal year
beginning January 1, 2001, as required. The Company utilizes
interest rate swaps to hedge certain of its variable rate long-
term debt. These interest rate swaps are accounted for as cash
flow hedges in accordance with FAS 133 as amended. Upon initial
adoption of FAS 133, the Company recorded the fair value of its
interest rate swaps on the balance sheet and a corresponding
unrecognized loss of $1.0 million as a cumulative effect
adjustment of Comprehensive Income (Loss). Amounts expected to
be transferred to earnings in the next twelve months are
classified as current liabilities.
Item 3. Quantitative and Qualitative Disclosures about Market
Risk
In 2000, the Company entered into interest rate swap agreements,
which effectively modified the interest characteristics of $65.0
million of its outstanding long-term debt. The agreements
involve the exchange of a variable interest rate of LIBOR plus
3.00% for amounts based on fixed interest rates of between 7.32%
to 7.38% plus 3.00%. These swaps have maturities between two to
twenty-six months. These transactions were entered into in the
normal course of business primarily to hedge rising interest
rates. The estimated fair market value of the interest rate
swap based on quoted market prices was ($1.5) million as of
March 31, 2001. A hypothetical 100 basis point decrease in the
average interest rates applicable to such debt would result in a
change of approximately ($0.4) million in the fair value of this
instrument. Quantitative and qualitative disclosures about
market risk are in Item 7A of the Company's 10-K for the period
ended December 31, 2000.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In November of 1999, the Company notified Group GTM that as a
result of material adverse changes and other breaches by Groupe
GTM, the Company was no longer bound by and was terminating the
Share Purchase Agreement to purchase the shares of ETPM S.A.
Groupe GTM responded stating that they believed the Company was
in breach. The Share Purchase Agreement provided for liquidated
damages of $25.0 million to be paid by a party that failed to
consummate the transaction under certain circumstances. The
Company has notified Groupe GTM that it does not believe that
the liquidated damages provision is applicable to its
termination of the Share Purchase Agreement. On December 23,
1999, Global filed suit against Groupe GTM in Tribunal de
Commerce de Paris to recover damages. On June 21, 2000, Groupe
GTM filed an answer and counterclaim against Global seeking the
liquidated damages of $25.0 million and other damages, costs and
expenses of approximately $1.5 million. The Company believes
that the outcome of these matters will not have a material
adverse effect on its business or financial statements.
The Company is involved in various routine legal proceedings
primarily involving claims for personal injury under the General
Maritime Laws of the United States and Jones Act because of
alleged negligence. The Company believes that the outcome of
all such proceedings, even if determined adversely, would not
have a material adverse effect on its business or financial
statements.
Item 6. Exhibits and Reports of Form 8-K
(a) Exhibits:
10.1 - 2000 Amendment to Global Industries, Ltd.
1998 Equity Incentive Plan.
10.2 - Severance Agreement dated February 22, 1995
between Global Industries, Ltd. and James J. Dore.
15.1 - Letter regarding unaudited interim financial
information.
(b) Reports on Form 8-K - None
Signature
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, thereto duly authorized.
GLOBAL INDUSTRIES, LTD.
By: /s/ TIMOTHY W. MICIOTTO
--------------------------------------------
Timothy W. Miciotto
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
May 11, 2001