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 June 30, 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 Identification No.)
incorporation or organization)
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 August 6, 2001 was 92,914,097.
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 11
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 18
Part II
Item 1. Legal Proceedings 19
Item 4. Submission of Matters to a Vote of Security
Holders 19
Item 6. Exhibits and Reports on Form 8-K 20
Signature 21
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 June 30, 2001 and for the quarter and
six month periods ended June 30, 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
August 8, 2001
New Orleans, Louisiana
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
Quarter Ended Six Months Ended
June 30, June 30,
----------------------- ----------------------
2001 2000 2001 2000
=========== =========== ========== ===========
Revenues $ 109,018 $ 68,022 $ 180,289 $ 146,762
Cost of Revenues 88,487 61,563 150,691 135,157
----------- ----------- ---------- -----------
Gross Profit 20,531 6,459 29,598 11,605
Goodwill Amortization 743 696 1,486 1,451
Selling, General and
Administrative Expenses 9,282 8,238 18,191 15,933
----------- ----------- ---------- -----------
Operating Income (Loss) 10,506 (2,475) 9,921 (5,779)
----------- ----------- ---------- -----------
Other Expense (Income):
Interest Expense 5,622 5,504 10,952 10,759
Other 609 (2,802) (620) (2,177)
----------- ----------- ---------- -----------
6,231 2,702 10,332 8,582
----------- ----------- ---------- -----------
Income (Loss) Before Income 4,275 (5,177) (411) (14,361)
Taxes
Provision (Benefit) for Income 1,434 293 (181) (2,873)
Taxes ----------- ----------- ---------- -----------
Income (Loss) before Cumulative
Effect of Change in
Accounting Principle 2,841 (5,470) (230) (11,488)
=========== =========== =========== ===========
Cumulative Effect of Change in
Accounting Principle
(net of $0.4 million of tax) - - - 783
----------- ----------- ----------- -----------
Net Income (Loss) $ 2,841 $ (5,470) $ (230) $ (12,271)
=========== =========== =========== ===========
Weighted Average Common Shares
Outstanding:
Basic 92,670,000 91,904,000 92,551,000 91,790,000
Diluted 95,074,000 91,904,000 92,551,000 91,790,000
Net Income (Loss) Per Share
Before Cumulative Effect:
Basic $ 0.03 $ (0.06) $ (0.00) $ (0.13)
Diluted $ 0.03 $ (0.06) $ (0.00) $ (0.13)
Net Income (Loss) Per Share:
Basic $ 0.03 $ (0.06) $ (0.00) $ (0.13)
Diluted $ 0.03 $ (0.06) $ (0.00) $ (0.13)
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
June 30, December 31,
2001 2000
-------------- --------------
ASSETS
Current Assets:
Cash $ 24,434 $ 25,462
Escrowed funds 77 846
Receivables - net of allowance of $4,100
and $9,500, respectively 132,692 97,858
Other receivables 1,356 3,989
Prepaid expenses and other 17,805 12,792
Assets held for sale 2,795 2,795
-------------- --------------
Total current assets 179,159 143,742
-------------- --------------
Escrowed Funds 15 38
-------------- --------------
Property and Equipment, net 509,051 525,001
-------------- --------------
Other Assets:
Deferred charges, net 27,040 19,304
Goodwill, net 39,618 41,104
Other 447 998
-------------- --------------
Total other assets 67,105 61,406
-------------- --------------
Total $ 755,330 $ 730,187
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 26,447 $ 26,674
Accounts payable 59,484 46,439
Employee-related liabilities 7,453 7,246
Income taxes payable 4,248 3,748
Accrued interest 4,013 5,451
Other accrued liabilities 15,911 16,235
-------------- --------------
Total current liabilities 117,556 105,793
-------------- --------------
Long-Term Debt 221,529 209,953
-------------- --------------
Deferred Income Taxes 26,358 27,417
-------------- --------------
Other Liabilities 801 --
-------------- --------------
Shareholders' Equity:
Common stock issued 94,337,147 and
93,698,757 shares,respectively 943 937
Additional paid-in capital 225,201 221,634
Treasury stock at cost
(1,429,50 shares) (15,012) (15,012)
Accumulated other comprehensive loss (10,251) (8,970)
Retained earnings 188,205 188,435
-------------- --------------
Total shareholders' equity 389,086 387,024
-------------- --------------
Total $ 755,330 $ 730,187
============== ==============
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30,
-------------------------
2001 2000
------------ ------------
Cash Flows From Operating Activities:
Net loss $ (230) $ (12,271)
Adjustments to reconcile net loss to
net cash provided by (used in) operating
activities:
Depreciation and amortization 25,339 24,335
(Gain) loss on sale, disposal or
impairment of property and equipment (902) 63
Recovery of doubtful accounts (4,800) (925)
Deferred income taxes (1,059) (2,340)
Cumulative effect of change in
accounting principle -- 783
Other 562 402
Changes in operating assets and liabilities
Receivables (27,401) (4,385)
Prepaid expenses and other (5,013) (2,258)
Accounts payable and accrued liabilities 11,969 10,520
------------ ------------
Net cash provided by (used in)
operating activities (1,535) 13,924
------------ ------------
Cash Flows From Investing Activities:
Proceeds from sale of assets 1,984 --
Additions to property and equipment (2,246) (13,324)
Escrowed funds, net 792 (23,175)
Additions to deferred charges (14,306) (9,761)
------------ ------------
Net cash used in investing activities (13,776) (46,260)
------------ ------------
Cash Flows From Financing Activities:
Proceeds from sale of common stock, net 2,934 1,532
Proceeds from long-term debt 56,000 134,200
Repayment of long-term debt (44,651) (107,167)
------------ ------------
Net cash provided by financing activities 14,283 28,565
------------ ------------
Cash:
Decrease (1,028) (3,771)
Beginning of period 25,462 34,087
End of period $ 24,434 $ 30,316
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 June 30, 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 Standards - On June 29, 2001, the Financial
Accounting Standards Board ("FASB") concluded its voting
process on Statement of Financial Accounting Standards
("SFAS") No. 141, Business Combinations, and this statement
was issued in July 2001. SFAS No. 141 requires that the
purchase method of accounting be used for all business
combinations initiated after June 30, 2001. Goodwill and
certain intangible assets will remain on the balance sheet
and not be amortized. On an annual basis, and when there is
reason to suspect that their values have been diminished or
impaired, these assets must be tested for impairment, and
write-downs may be necessary. The Company is required to
implement SFAS No. 141 on July 1, 2001 and does not expect this
statement to have a material effect on the Company's
consolidated financial position or results of operations.
On June 29, 2001, FASB concluded its voting process of SFAS
No. 142, Goodwill and Other Intangible Assets, and this
statement was issued in July 2001. SFAS No. 142 changes the
accounting for goodwill from an amortization method to an
impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations,
will cease upon adoption of this statement. Amortization expense
of existing goodwill was approximately $0.8 million and $1.5 million
for the three and six months ended June 30, 2001. The Company is
required to implement SFAS No. 142 on January 1, 2002 and it has not
determined the impact that this statement will have
on our consolidated financial position or results of
operations.
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 facilities mature on
December 30, 2004. The term and revolving loan facilities
permit both prime rate bank borrowings and London Interbank
Offered Rate ("LIBOR") borrowings plus a floating spread.
Giving effect to the amendment described below, the spreads
can range from 0.75% to 2.00% and 2.00% to 3.25% for prime
rate and LIBOR based borrowings, respectively. In addition,
the credit facility allows for certain fixed rate interest
options on amounts outstanding. 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 and revolving loan facilities are subject to certain
financial covenants. Effective June 30, 2001, the Company
amended its credit facility and obtained a waiver of two
covenants that were not met at June 30, 2001. The amendment
i) reduced the requirements of the Leverage Ratio covenant
for the quarter ending September 30, 2001 and the Fixed Charge
Coverage Ratio covenant for the quarters ending September 30,
2001 and December 31, 2001, and increased the requirements of
both covenants for the quarter ending March 31, 2002 and
thereafter; ii) significantly increased the requirement of
the Consolidated Net Worth covenant for the quarter ending
December 31, 2001 and thereafter; and iii) increased the
interest rate spread applicable to the Company's borrowings
under the credit facility. A copy of the amendment has been
filed with this report as an exhibit. In consideration for
this waiver and amendment, the Company paid a fee of $1.0 million.
The significantly increased Consolidated Net Worth covenant
may not be met at the end of the fourth quarter. If such
covenant cannot be met, the Company intends to seek a waiver
from its lenders. As of August 2, 2001, the Company had
$14.4 million of credit capacity under its credit facility.
4. Accounting for Derivatives - 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 to Comprehensive Income (Loss). Amounts expected
to be transferred to earnings in the next twelve months are
classified as current liabilities.
5. 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 Groupe 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 June 30, 2001,
outstanding letters of credit and bonds approximated $42.3
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 June 30, 2001 was $21.3
million.
The Company estimates that the cost to complete capital
expenditure projects in progress at June 30, 2001
approximates $8.0 million.
6. Industry Segment Information - The following tables present
information about the profit or loss of each of the Company's
reportable segments for the quarters and six months ended
June 30, 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 Six Months Ended
June 30, June 30,
---------------------- -----------------------
2001 2000 2001 2000
----------- ---------- ----------- -----------
(in thousands)
Revenues from external
customers:
Gulf of Mexico Offshore
Construction $ 30,595 $ 25,048 $ 54,327 $ 41,929
Gulf of Mexico Diving 6,452 5,485 11,271 9,516
Gulf of Mexico Marine
Support 11,373 5,967 21,290 10,478
West Africa 5,339 7,367 15,385 32,122
Latin America 14,118 8,734 18,245 29,814
Asia Pacific 37,580 9,455 50,649 12,650
Middle East 3,466 5,514 8,789 9,497
----------- ---------- ----------- -----------
$ 108,923 $ 67,570 $ 179,956 $ 146,006
=========== ========== =========== ===========
Intersegment revenues:
Gulf of Mexico Offshore
Construction $ 707 $ 405 $ 1,187 $ 458
Gulf of Mexico Diving 3,332 3,117 5,687 5,021
Gulf of Mexico Marine
Support 1,201 1,150 2,040 2,293
Asia Pacific - 61 - 79
Middle East - 28 - 28
----------- ---------- ----------- -----------
$ 5,240 $ 4,761 $ 8,914 $ 7,879
=========== ========== =========== ===========
Income (loss) before income
taxes:
Gulf of Mexico Offshore
Construction $ (454) $ (865) $ (3,335) $ (5,916)
Gulf of Mexico Diving 20 (367) (1,050) (804)
Gulf of Mexico Marine
Support 5,551 162 10,451 23
West Africa (436) (2,703) 2,112 (120)
Latin America (1,475) (2,942) (3,257) (742)
Asia Pacific 2,020 (1,382) (3,640) (6,977)
Middle East (978) 796 (773) 192
----------- ---------- ----------- -----------
$ 4,248 $ (7,301) $ 508 $ (14,344)
=========== ========== =========== ===========
The following table reconciles the reportable segments' revenues and
profit or loss presented above, to the Company's consolidated totals.
Quarter Ended Six Months Ended
June 30, June 30,
---------------------- -----------------------
2001 2000 2001 2000
----------- ---------- ----------- -----------
(in thousands)
Revenues:
Total revenues for
reportable segments $ 114,163 $ 72,331 $ 188,870 $ 153,885
Total revenues for other
segments 95 452 333 756
Elimination of intersegment
revenues (5,240) (4,761) (8,914) (7,879)
----------- ---------- ----------- -----------
Total consolidated revenues $ 109,018 $ 68,022 $ 180,289 $ 146,762
=========== ========== =========== ===========
Income (Loss):
Total income (loss) for
reportable segments $ 4,248 $ (7,301) $ 508 $ (14,344)
Total income (loss) for
other segments (4) (8) 60 (57)
Unallocated corporate
income (expense) 31 2,132 (979) 40
----------- ---------- ----------- -----------
Total consolidated
income (loss) before taxes $ 4,275 $ (5,177) $ (411) $ (14,361)
=========== ========== =========== ===========
7. Comprehensive Income - Following is a summary of the Company's comprehensive
income (loss) for the quarters and six months ended June 30, 2001 and 2000:
Quarter Ended Six Months Ended
June 30, June 30,
---------------------- -----------------------
2001 2000 2001 2000
----------- ---------- ----------- -----------
(in thousands)
Net income (loss) $ 2,841 $ (5,470) $ (230) $ (12,271)
Other comprehensive income
(loss):
Unrealized gain (loss) on
hedging activities 210 -- (258) --
Cumulative effect of
adoption of SFAS 133
on January 1, 2001 -- -- (1,023) --
----------- ---------- ----------- -----------
Comprehensive income (loss) $ 3,051 $ (5,470) $ (1,511) $ (12,271)
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 our 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. We caution 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, our ability to continue our acquisition strategy,
successfully manage our growth, and obtain funds to finance
growth and operations, 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 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 our
unaudited consolidated financial statements for the periods ended
June 30, 2001 and 2000, included elsewhere in this report, and
our audited consolidated financial statements and Management's
Discussion and Analysis of Financial Condition and Results of
Operations included in our 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, our
statements of operations expressed as a percentage of revenues.
Quarter Ended Six Months Ended
June 30, June 30,
---------------------- -----------------------
2001 2000 2001 2000
----------- ---------- ----------- -----------
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of Revenues 81.2 90.5 83.6 92.1
Gross Profit 18.8 9.5 16.4 7.9
Goodwill Amortization .7 1.0 .8 1.0
Selling, General and
Administrative Expenses 8.5 12.1 10.1 10.9
Operating Income (Loss) 9.6 (3.6) 5.5 (4.0)
Interest Expense 5.1 8.1 6.0 7.3
Other Expense (Income), net 0.6 (4.1) (0.3) (1.5)
Income (Loss) Before Income
Taxes 3.9 (7.6) (0.2) (9.8)
Provision (Benefit) for Income
Taxes 1.3 0.4 (0.1) (2.0)
Income (Loss) Before Cumulative
Effect of Change in Accounting
Principle 2.6 (8.0) (0.1) (7.8)
Cumulative Effect of Change in
Accounting Principle -- -- -- 0.5
----------- ---------- ----------- -----------
Net Income (Loss) 2.6% (8.0)% (0.1)% (8.3)%
=========== ========== =========== ===========
Quarter Ended June 30, 2001 Compared to Quarter Ended June 30, 2000
Revenues. Revenues for the quarter ended June 30, 2001 increased
60% to $109.0 million from $68.0 million for the quarter ended
June 30, 2000. The increase in revenues resulted primarily from
increased activity and improved pricing in certain areas
including the Gulf of Mexico offshore construction, Gulf of
Mexico marine support, Latin America, and Asia Pacific, partially
offset by a decrease in revenues from West Africa and Middle
East.
Gross Profit. For the quarter ended June 30, 2001, we had gross
profit of $20.5 million compared with $6.5 million for the
quarter ended June 30, 2000. The substantial increase was the
result of increased activity and/or improved pricing in certain
areas including the Gulf of Mexico marine support, West Africa,
Latin America, and Asia Pacific. As a percentage of revenues,
gross profit for the quarter ended June 30, 2001 was 19% compared
to 9% for the quarter ended June 30, 2000.
Selling, General and Administrative Expenses. For the quarter
ended June 30, 2001, selling, general and administrative expenses
were $9.3 million as compared to $8.2 million reported during the
quarter ended June 30, 2000. The increase in selling, general
and administrative expenses is attributable to costs associated
with the strengthening of the Company's marketing and business
development areas and certain accounting fees. As a percentage
of revenues, they decreased to 9% during the quarter ended June
30, 2001, compared to 12% during the quarter ended June 30, 2000.
The percentage decrease was due primarily to the increase in
revenues.
Depreciation and Amortization. Depreciation and amortization,
including amortization of dry-docking costs, for the quarter
ended June 30, 2001 was $13.5 million compared to the $11.1
million recorded in the quarter ended June 30, 2000.
Interest Expense. Interest expense increased nominally to $5.6
million (net of capitalized interest) for the quarter ended June
30, 2001, from $5.5 million for the quarter ended June 30, 2000,
due to less capitalized interest this year, partially offset by
lower outstanding debt levels.
Other Expense / Income. Other expenses increased by $3.4 million
to $0.6 million in the quarter ended June 30, 2001 from income of
$2.8 million in the prior comparable quarter. This increase is
due primarily to a third party settlement gain and additional
interest income on escrow funds that occurred in the second
quarter of 2000 and covenant waiver fees that occurred in the
second quarter of 2001.
Net Income (Loss). For the quarter ended June 30, 2001, we
recorded net income of $2.8 million as compared to a net loss of
$5.5 million recorded for the quarter ended June 30, 2000. Due
to lower than expected earnings in certain of our foreign
jurisdictions, during the quarter we raised our effective tax rate
to 44% for the year from 34% for the year in the quarter ended
March 31, 2001.
Segment Information. We have identified seven reportable
segments as required by SFAS 131. The following discusses the
results of operations for each of those reportable segments
during the second quarter of 2001 and 2000.
Gulf of Mexico Offshore Construction - Increased demand for
offshore construction services and resulting pricing increases in
the Gulf of Mexico caused this segment's gross revenues to
increase 23% to $31.3 million (including $0.7 million
intersegment revenues) for the quarter ended June 30, 2001
compared to $25.5 million (including $0.4 million intersegment
revenues) for the quarter ended June 30, 2000. The increases in
activity and pricing improved results by $0.4 million, to a loss
before taxes of $0.5 million for the quarter ended June 30, 2001
from a loss before taxes of $0.9 million for the quarter ended
June 30, 2000.
Gulf of Mexico Diving - Revenues from diving related services in
the Gulf of Mexico increased 14% to $9.8 million (including $3.3
million intersegment revenues) for the quarter ended June 30,
2001 from $8.6 million (including $3.1 million intersegment
revenues) for the quarter ended June 30, 2000. The increase was
attributable to differences in the mix of contract work. This
segment reported nominal income before taxes for the quarter
ended June 30, 2001 compared to loss before taxes of $0.4 million
for the same period in 2000.
Gulf of Mexico Marine Support - Increased activity and pricing
increased Gulf of Mexico marine support revenues 77% to $12.6
million (including $1.2 million intersegment revenues) for the
quarter ended June 30, 2001, compared to $7.1 million (including
$1.2 million intersegment revenues) for the quarter ended June
30, 2000. The increased pricing and utilization resulted in
income before taxes of $5.6 million for the quarter ended June
30, 2001 compared to income before taxes of $0.2 million for the
quarter ended June 30, 2000.
West Africa - Revenues decreased 28% to $5.3 million for the
quarter ended June 30, 2001 compared to $7.4 million for the same
period in 2000. The decline in revenues is due primarily to the
completion of two large contracts during the quarter ended June
30, 2000, one of which had a large portion of fabrication and
procurement content. Results improved by $2.3 million to a loss
before taxes of $0.4 million for the quarter ended June 30, 2001
from a loss before taxes of $2.7 million for the quarter ended
June 30, 2000. Earnings as a percentage of revenues increased
due to differences in the mix of contract work.
Latin America - Revenues increased 62% to $14.1 million for the
quarter ended June 30, 2001 compared to $8.7 million for the same
period of 2000. Results improved by $1.4 million to a loss before
taxes of $1.5 million for the quarter ended June 30, 2001 from a
loss before taxes of $2.9 million for the same period in 2000.
The improvement in revenue and results was attributable to increased
activity.
Asia Pacific - Increases in activity in the Asia Pacific region
resulted in a 296% increase in revenue to $37.6 million for the
quarter ended June 30, 2001 compared to $9.5 million for the
quarter ended June 30, 2000. Income before taxes increased to
$2.0 million for the quarter ended June 30, 2001 from a loss
before taxes of $1.4 million for the quarter ended June 30, 2000.
Middle East - Revenues decreased 36% to $3.5 million for the
quarter ended June 30, 2001 compared to $5.5 million for the
quarter ended June 30, 2000 due to decreased activity in the
region. Results declined by $1.8 million to a loss before taxes
of $1.0 million for the quarter ended June 30, 2001 from income before
taxes of $0.8 million for the quarter ended June 30, 2000.
Six Months Ended June 30, 2001 Compared to Six Months Ended June
30, 2000
Revenues. Revenues for the six months ended June 30, 2001 of
$180.3 million were 23% higher than revenues for the six months
ended June 30, 2000 of $146.8 million. The increase in revenues
resulted primarily from increased activity and improved pricing
in certain areas including the Gulf of Mexico offshore
construction, Gulf of Mexico diving, Gulf of Mexico marine
support, and Asia Pacific, partially offset by a decrease in West
Africa, Latin America and Middle East.
Gross Profit. For the six months ended June 30, 2001, we had
gross profit of $29.6 million compared with $11.6 million for the
six months ended June 30, 2000. The increase was primarily
the result of increased activity and improved pricing for our
services in certain areas including the Gulf of Mexico
offshore construction, Gulf of Mexico marine support, West
Africa, and Asia Pacific. As a percentage of revenues, gross
profit for the six months ended June 30, 2001 was 16% compared to
8% for the six months ended June 30, 2000.
Selling, General, and Administrative Expenses. For the six months
ended June 30, 2001, selling, general, and administrative
expenses were $18.2 million compared to $15.9 million during the
six months ended June 30, 2000. The increase in selling, general
and administrative expenses is attributable to costs associated
with the strengthening of the Company's marketing and business
development areas and certain accounting and legal fees. As a
percentage of revenues, they decreased to 10% during the six
months ended June 30, 2001, compared to 11% during the six months
ended June 30, 2000. The percentage decrease was due primarily
to the increase in revenues.
Depreciation and Amortization. Depreciation and amortization,
including amortization of drydocking costs, for the six months
ended June 30, 2001 was $25.3 million compared to the $24.3
million recorded in the six months ended June 30, 2000.
Interest Expense. Interest expense increased nominally to $11.0
million for the six months ended June 30, 2001, compared to $10.8
million for the six months ended June 30, 2000. The increase was
principally due to less capitalized interest this year, partially
offset by lower debt levels.
Other Expense/Income. Other income decreased $1.6 million to $0.6
million for the six months ended June 30, 2001 compared to $2.2
million for the same period in 2000. The decrease is attributable
to a third party settlement gain and increased interest income on
funds in escrow which occurred during the six months ended June
30, 2000. The decrease was partially offset by the recognition of
a gain on the disposition of one vessel and certain currency
exchange rate gains during the six months ended June 30, 2001.
Net Loss. For the six months ended June 30, 2001, we recorded a
net loss of $0.2 million, compared to a net loss of $12.3 million
for the six months ended June 30, 2000. Due to lower than
expected earnings in certain of our foreign jurisdictions, the effective
tax rate was raised to 44% for the year, from 34% for the year in
the quarter ended March 31, 2001.
Segment Information. We have identified seven reportable segments
as required by SFAS 131. The following discusses the results of
operations for each of those reportable segments during the first
six months of 2001 and 2000.
Gulf of Mexico Offshore Construction - During the six months
ended June 30, 2001, revenues increased due to increased demand
for offshore construction services in the Gulf of Mexico and
resulting pricing increases. This segment's gross revenues
increased 31% to $55.5 million (including $1.2 million
intersegment revenues) for the six months ended June 30, 2001
compared to $42.4 million (including $0.5 million intersegment
revenues) for the six months ended June 30, 2000. The loss
before taxes decreased by $2.6 million to a loss before taxes of
$3.3 million for the six months ended June 30, 2001 from a loss
before taxes of $5.9 million for the same period in 2000.
Gulf of Mexico Diving - Revenues for the six months ended June
30, 2001 increased 17% to $17.0 million (including $5.7 million
intersegment revenues) compared to $14.5 million (including $5.0
million intersegment revenues) for the same period in 2000 due to
increased activity. However, due to differences in the mix of
contract work and pricing pressures, this segment reported a loss
before taxes for the six months ended June 30, 2001 of $1.1 million
compared to a loss before taxes of $0.8 million during the six
months ended June 30, 2000.
Gulf of Mexico Marine Support - Gulf of Mexico marine support
continued to benefit from increased activity and pricing during
the six months ended June 30, 2001. Revenues from this segment
increased 82% to $23.3 million (including $2.0 million
intersegment revenues) for the six months ended June 30, 2001,
compared to $12.8 million (including $2.3 million intersegment
revenues) for the same period in 2000. As a result of an overall
increase in activity levels and improved prices, income before
taxes increased to $10.5 million for the six months ended June
30, 2001 compared to nominal income for the six months ended
June 30, 2000.
West Africa - For the six months ended June 30, 2001, revenues
decreased 52% to $15.4 million from $32.1 million for the six
months ended June 30, 2000. The decline in revenues was due
primarily to the completion of two large contracts during the six
months ended June 30, 2000, one of which had a large portion of
fabrication and procurement content. Income before taxes
increased to $2.1 million for the six months ended June 30, 2001
from a loss of $0.1 million for the same period in 2000.
Earnings as a percentage of revenues increased due to a different
mix of contract work in the six months ended June 30, 2001.
Latin America - Revenues decreased to $18.2 million in the six
months ended June 30, 2001 from $29.8 million for the six months
ended June 30, 2000. The decrease is attributable to the
completion of two large contracts in the quarter ended March 31,
2000. The loss before taxes increased to a loss of $3.3 million
for the six months ended June 30, 2001 from $0.7 million for the
same period in 2000.
Asia Pacific - Asia Pacific revenues increased to $50.6 million
for the six months ended June 30, 2001 from $12.8 million for the
six months ended June 30, 2000. Results improved by $3.3 million
to a loss before taxes of $3.6 million for the six months ended
June 30, 2001 from a loss before taxes of $7.0 million for the
same period in 2000. The improvement in revenues and results was
attributable to increased activity and improved pricing.
Middle East - Revenues decreased $0.7 million to $8.8 million for
the six months ended June 30, 2001, compared to $9.5 million for
the six months ended June 30, 2000. Results declined by $1.0 million
to a loss before taxes of $0.8 million for the six
months ended June 30, 2001 from income before taxes of $0.2
million for the six months ended June 30, 2000.
Liquidity and Capital Resources
Our cash balance decreased by $1.0 million to $24.4 million at
June 30, 2001 compared to $25.4 million at December 31, 2000.
Our operations used cash flows of $1.5 million
during the six months ended June 30, 2001. Working capital
increased $23.7 million during the six months ended June 30, 2001
to $61.6 million at June 30, 2001 from $37.9 million at December
31, 2000. The increase in working capital is due primarily to an
increase in accounts receivable partially offset by an increase
in accounts payable, both of which are congruent with our increased
activity.
Capital expenditures during the six months ended June 30, 2001
aggregated $2.2 million. We estimate that the cost to complete
capital expenditure projects in progress at June 30, 2001, will
be approximately $8.0 million, all of which is expected
to be incurred during the next twelve months.
Long-term debt outstanding at June 30, 2001 (including current
maturities), includes $127.6 million of Title XI bonds, $27.6
million of Lake Charles Harbor and Terminal District bonds, $6.1
million of Heller Financial debt, and $85.5 million drawn against
our term facility.
We maintain 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 facilities mature on December 30, 2004. The term and
revolving loan facilities permit both prime rate bank borrowings
and London Interbank Offered Rate ("LIBOR") borrowings plus a
floating spread. Giving effect to the amendment described below,
the spreads can range from 0.75% to 2.00% and 2.00% to 3.25% for
prime rate and LIBOR based borrowings, respectively. In
addition, the credit facility allows for certain fixed rate
interest options on amounts outstanding. Stock of our
subsidiaries, certain real estate, and the majority of our
vessels collateralize the loans under the credit facility. Both
the term and revolving loan facilities are subject to certain
financial covenants. Effective June 30, 2001 we amended our
credit facility and obtained a waiver of two covenants that
were not met at June 30, 2001. The amendment i) reduced the
requirements of the Leverage Ratio covenant for the quarter ending
September 30, 2001 and the Fixed Charge Coverage Ratio covenant
for the quarters ending September 30, 2001 and December 31, 2001,
and increased the requirements of both covenants for the quarter
ending March 31, 2002 and thereafter; ii) significantly increased
the requirement of the Consolidated Net Worth covenant for the
quarter ending December 31, 2001 and thereafter; and iii)
increased the interest rate spread applicable to the Company's
borrowings under the credit facility. A copy of the amendment
has been filed with this report as an exhibit. In consideration
for this waiver and amendment, we paid a fee of $1.0 million.
The significantly increased Consolidated Net Worth covenant may
not be met at the end of the fourth quarter. If such covenant
cannot be met, we intend to seek a waiver from our
lenders. As of August 2, 2001, we had $14.4 million of
credit capacity under our credit facility.
Our Title XI bonds mature in 2020, 2022, and 2025. The bonds
carry interest rates of 8.30%, 7.25%, and 7.71% per annum,
respectively, and require aggregate semi-annual payments of $2.8
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 our operations and our ability to pay cash dividends.
At June 30, 2001, we were in compliance with these covenants.
We also have short-term credit facilities at our foreign
locations that aggregate $4.5 million and are secured by letters
of credit. Additionally, in the normal course of business, we
provide 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 June 30, 2001 was
$21.3 million.
We expect funds available under the credit facilities, available
cash, and cash generated from operations to be sufficient to fund
the Company's operations (including the anticipated increase in
working capital required), 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. For flexibility, the Company maintains a shelf registration
statement that permits the issuance of up to $500 million of debt and
equity securities.
Industry Outlook
We are optimistic about the future of the industry as both
commodity prices and energy demand have remained strong. We are
continuing to experience increased bidding activity in all of our
geographic regions except for the Middle East. Our activity
levels and vessel utilization have also been increasing. We have
strategically positioned ourself in anticipation of this growth
and return to profitability. We are anticipating continued
strengthening in our domestic and foreign operating areas and we
are expecting that this will result in continued profitability
and revenue growth. As of July 31, 2001, the Company's backlog
was approximately $168.0 million, the highest it has been in two
years. Management expects most of this backlog to be performed
within twelve months. We do not consider our backlog amounts to
be a reliable indicator of future revenues.
New Accounting Pronouncement
On June 29, 2001, the Financial Accounting Standards Board
("FASB") concluded its voting process on Statement of Financial
Accounting Standards ("SFAS") No. 141, Business Combinations, and
this statement was issued in July 2001. SFAS No. 141 requires
that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. Goodwill and certain
intangible assets will remain on the balance sheet and not be
amortized. On an annual basis, and when there is reason to
suspect that their values have been diminished or impaired, these
assets must be tested for impairment, and write-downs may be
necessary. We are required to implement SFAS No. 141 on July 1,
2001 and we do not expect this statement to have a material effect
on our consolidated financial position or results of operations.
On June 29, 2001, FASB concluded its voting process of SFAS No.
142, Goodwill and Other Intangible Assets, and this statement was
issued in July 2001. SFAS No. 142 changes the accounting for
goodwill from an amortization method to an impairment-only
approach. Amortization of goodwill, including goodwill recorded
in past business combinations, will cease upon adoption of this
statement. Amortization expense of existing goodwill was approximately
$0.8 million and $1.5 million for the three and six months ended
June 30, 2001. We are required to implement SFAS No. 142 on January
1, 2002 and we have not determined the impact that this
statement will have on our consolidated financial position or
result of operations.
Item 3. Quantitative and Qualitative Disclosures about Market
Risk
In 2000, we entered into interest rate swap agreements, which
effectively modified the interest characteristics of $30.0
million of our outstanding long-term debt. The agreements
involve the exchange of a variable interest rate of LIBOR plus
3.25% for amounts based on fixed interest rates of between 7.32%
to 7.38% plus 3.25%. These swaps have maturities between twelve
and twenty-four 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 ($1.3) million as of June 30,
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 our 10-K for the period ended
December 31, 2000.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In November of 1999, we notified Groupe GTM that as a result of
material adverse changes and other breaches by Groupe GTM, we
were no longer bound by and were terminating the Share Purchase
Agreement to purchase the shares of ETPM S.A. Groupe GTM
responded stating that they believed we were 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. We have notified Groupe
GTM that we do not believe that the liquidated damages provision
is applicable to our termination of the Share Purchase Agreement.
On December 23, 1999, we 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 us
seeking the liquidated damages of $25.0 million and other
damages, costs and expenses of approximately $1.5 million. We
believe that the outcome of these matters will not have a
material adverse effect on our business or financial statements.
We are 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. We believe that the outcome of all such proceedings,
even if determined adversely, would not have a material adverse
effect on our business or financial statements.
Item 4. Submission of Matters to a Vote of Security Holders
Our 2001 Annual Meeting of Shareholders was held on May 11, 2001.
At the meeting, each of the persons listed below was elected to
our Board of Directors for a term ending at the 2002 Annual
Meeting of Shareholders. The number of votes cast with respect
to the election of each person is set forth opposite such
person's name. The persons listed below constitute the entire
Board of Directors.
Name of Director Number of Votes Cast
------------------------------------------------------------------
Broker
For Withhold Non-Vote
--------------------------------------------
William J. Dore 81,045,885 202,458 0
James C. Day 80,029,227 1,219,116 0
Edward P. Djerejian 80,652,350 595,993 0
Edgar G. Hotard 80,652,050 596,293 0
Richard A. Pattarozzi 80,651,620 596,723 0
James L. Payne 81,047,140 201,203 0
Michael J. Pollock 80,653,350 594,993 0
The number of votes cast with respect to the amendment of the
Global Industries, Ltd. 1998 Equity Incentive Plan was as follows:
Broker
For Withhold Non-Vote Abstain
----------------------------------------------------
1998 Equity Incentive
Plan Amendment 59,347,469 21,341,261 0 559,613
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10.1 - Credit Agreement Amendment No. 3 dated
August 7, 2001 among Global Industries, Ltd.,
Global Offshore Mexico, S. DE R.L. DE C.V., the
Lenders and Bank One, NA, as administrative agent
for the Lenders.
15.1 - Letter regarding unaudited interim financial
information.
(b) Reports on Form 8-K - The Company filed one report
on Form 8-K during the quarter ended June 30, 2001
which reported information under Item 9 and was
dated July 27, 2001.
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)
August 9, 2001
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