UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
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
Carlyss, Louisiana (Zip Code)
(Address of principal executive offices)
(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 1, 2002 was 102,499,424.
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 16
Part II
Item 1. Legal Proceedings 18
Item 6. Exhibits and Reports of Form 8-K 18
Signature 19
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, 2002 and for the three-month
periods ended March 31, 2002 and 2001. 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, 2001, 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 13,
2002, 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, 2001 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been
derived.
DELOITTE & TOUCHE LLP
May 1, 2002
New Orleans, Louisiana
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
Quarter Ended March 31,
-----------------------
2002 2001
----------- ----------
Revenues $ 104,665 $ 71,271
Cost of Revenues 97,793 62,204
Gross Profit 6,872 9,067
Goodwill Amortization -- 743
Selling, General and Administrative Expenses 9,196 8,909
----------- ----------
Operating Loss (2,324) (585)
----------- ----------
Other Expense (Income):
Interest expense 4,358 5,330
Other 757 (1,229)
----------- ----------
5,115 4,101
----------- ----------
Loss Before Income Taxes (7,439) (4,686)
Provision (Benefit) for Income Taxes (2,603) (1,615)
----------- ----------
Net Loss $ (4,836) $ (3,071)
=========== ==========
Weighted Average Common Shares Outstanding:
Basic 93,986,000 92,501,000
Diluted 93,986,000 92,501,000
Net Loss Per Share:
Basic $ (0.05) $ (0.03)
Diluted $ (0.05) $ (0.03)
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
March 31, December 31,
2002 2001
----------- -------------
ASSETS
Current Assets:
Cash $ 31,602 $ 11,540
Escrowed funds 78 78
Receivables - net of allowance of
$1,865 for 2002 and $2,503 for
2001, respectively 143,364 146,595
Prepaid expenses and other 20,872 19,673
Assets held for sale 276 2,795
----------- -------------
Total current assets 196,192 180,681
----------- -------------
Escrowed Funds -- 15
----------- -------------
Property and Equipment, net 501,875 502,258
----------- -------------
Other Assets:
Deferred charges, net 21,450 22,771
Goodwill, net 38,032 38,032
Other 5,096 4,420
----------- -------------
Total other assets 64,578 65,223
----------- -------------
Total $ 762,645 $ 748,177
=========== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 68,666 $ 64,819
Current maturities of long-term debt 9,486 26,496
Employee-related liabilities 7,879 7,472
Income taxes payable 7,200 5,705
Accrued interest 1,612 4,102
Other accrued liabilities 5,226 7,529
----------- -------------
Total current liabilities 100,069 116,123
Long-Term Debt 174,453 208,244
----------- -------------
Deferred Income Taxes 21,265 25,996
----------- -------------
Other Liabilities 817 1,050
----------- -------------
Shareholders' Equity:
Common stock issued, 103,040,869 and
94,381,167 shares, respectively 1,030 944
Additional paid-in capital 300,254 226,654
Treasury stock at cost (1,429,500
shares) (15,012) (15,012)
Accumulated other comprehensive loss (9,986) (10,413)
Retained earnings 189,755 194,591
----------- -------------
Total shareholders' equity 466,041 396,764
----------- -------------
Total $ 762,645 $ 748,177
=========== =============
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Quarter Ended March 31,
-----------------------
2002 2001
----------- ----------
Cash Flows From Operating Activities:
Net loss $ (4,836) $ (3,071)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 13,361 12,193
Gain on sale, disposal of property and
equipment (805) (918)
Provision for (recovery of) doubtful
accounts 917 (4,679)
Deferred income taxes (4,731) (2,532)
Other (39) (22)
Changes in operating assets and liabilities
Receivables 1,545 2,433
Receivables from unconsolidated affiliate -- 2,238
Prepaid expenses and other (1,199) 372
Accounts payable and other current
liabilities 1,150 (4,282)
----------- ----------
Net cash provided by operating
activities 5,363 1,732
----------- ----------
Cash Flows From Investing Activities:
Proceeds from sale of assets 3,324 2,000
Decrease in escrowed funds, net 15 769
Additions to property and equipment (7,465) (1,044)
Additions to deferred charges (3,621) (7,570)
----------- ----------
Net cash used in investing activities (7,747) (5,845)
----------- ----------
Cash Flows From Financing Activities:
Proceeds from sale of common stock, net 73,247 2,042
Proceeds from long-term debt 47,400 24,000
Repayment of long-term debt (98,201) (32,819)
----------- ----------
Net cash provided by (used in)
financing activities 22,446 (6,777)
----------- ----------
Cash:
Increase (Decrease) 20,062 (10,890)
Beginning of period 11,540 25,462
----------- ----------
End of period $ 31,602 $ 14,572
=========== ==========
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
Notes to Consolidated Financial Statements (Unaudited)
1. Basis of Presentation - The accompanying unaudited condensed
consolidated financial statements include the accounts of
Global Industries, Ltd. and its 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 condensed consolidated financial statements.
Operating results for the period ended March 31, 2002, are
not necessarily indicative of the results that may be
expected for the year ending December 31, 2002. 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, 2001.
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 to the
classifications adopted for reporting in fiscal year 2002.
2. New Accounting Pronouncement - In June 2001, the Financial
Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS ") No. 142,
"Goodwill and Other Intangible Assets." 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, ceased upon adoption of this statement. AS
SFAS No. 142 allows, the Company will complete the required
impairment test in the second quarter of 2002. The Company
has not determined the impact that this statement will have
on it consolidated financial position or results of
operation.
In accordance with SFAS No. 142, the Company discontinued the
amortization of goodwill upon the adoption of this statement
on January 1, 2002. A reconciliation of previously reported
net income and earnings per share to the amounts adjusted for
the exclusion of goodwill amortization net of tax follows (in
thousands, except per share data):
Three Months Ended
March 31,
-----------------------
2002 2001
----------- ----------
Reported net loss $ (4,836) $ (3,071)
Add: Goodwill amortization, net of tax -- 487
----------- ----------
Adjusted net loss $ (4,836) $ (2,584)
=========== ==========
Reported net loss per share (0.05) (0.03)
Add: Goodwill amortization, net
of tax per basic share -- 0.00
----------- ----------
Adjusted diluted earnings per share $ (0.05) $ (0.03)
=========== ==========
The carrying amount of goodwill as of March 31, 2002 and December 31,
2001, is approximately $38.0 million and is entirely attributable to
the Company's Latin America segment.
SFAS No. 143, "Accounting for Asset Retirement Obligations", requires
the recording of liabilities for all legal obligations associated with
the retirement of long- lived assets that result from the normal
operation of those assets. These liabilities are required to be
recorded at their fair values (which are likely to be the present
values of the estimated future cash flows) in the period in which they
are incurred. SFAS No. 143 requires the associated asset retirement
costs to be capitalized as part of the carrying amount of the long-
lived asset. The asset retirement obligation will be accreted each
year through a charge to expense. The amounts added to the carrying
amounts of the assets will be depreciated over the useful lives of the
assets. The Company is required to implement SFAS No. 143 on
January 1, 2003, and has not determined the impact that this statement
will have on its consolidated financial position or results of
operations.
SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-lived Assets", promulgates standards for measuring and
recording impairments of long-lived assets. Additionally,
this standard establishes requirements for classifying an
asset as held for sale, and changes existing accounting and
reporting standards for discontinued operations and exchanges
for long-lived assets. The Company implemented SFAS No. 144
on January 1, 2002, which did not have a material effect on
its financial position or results of operations.
3. Financing Arrangements - During the quarter the Company
maintained a credit facility, which consisted of a $51.0
million term loan facility and a $100.0 million revolving
loan facility. On March 27, 2002, the term loan facility was
repaid in its entirety from the proceeds of an equity
offering as discussed below. The remaining facility, at
March 31, 2002, consisted exclusively of the $100.0 million
revolving loan facility. This facility matures on December
30, 2004. The revolving loan facility permits both prime
rate bank borrowings and London Interbank Offered Rate
("LIBOR") borrowings plus a floating spread. The spreads
can range from 1.00% to 2.25% and 2.25% to 3.50% 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. On March 18, 2002, the Company amended its credit
facility. The amendment reduced the requirement of the
consolidated net worth covenant to $440.0 million for the
quarter ending June 30, 2002 and thereafter. The Company
paid an amendment fee of $0.2 million. The revolving loan
facility is subject to certain financial covenants. At March
31, 2002, the Company was in compliance with its credit
facility.
On April 30, 2002, the Company amended and restated its
revolving loan facility to provide an additional $48.0
million 364-day revolving credit line. As a result of this
amendment, the Company's aggregate revolving facilities total
$148.0 million. The Company paid a $0.4 million fee for this
amendment. This new credit line was entered into to provide
additional working capital for the Company in anticipation of
increases in activity. The amended revolving loan facility
is subject to certain financial covenants.
As of May 1, 2002, the Company had an aggregate of $69.2
million of credit capacity under its two revolving credit
facilities.
The Company completed a secondary offering of 8.5 million
shares of common stock and 0.9 million shares of common stock
on March 27, 2002 and April 2, 2002, respectively, which
raised $79.6 million in aggregate net proceeds. The Company
received $72.3 million and $7.3 million of proceeds in March
2002 and April 2002, respectively. These proceeds were used
to repay $51.0 million in outstanding indebtedness under the
Company's term loan facility and $16.0 million under the
Company's revolving loan facility on March 27, 2002. The
remaining proceeds will be used to repay indebtedness.
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 $2.3 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, 2002,
outstanding letters of credit approximated $42.7 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, 2002 was $14.4 million.
The Company estimates that the cost to complete capital
expenditure projects in progress at March 31, 2002
approximates $2.9 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, 2002 and
2001. 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,
-----------------------
2002 2001
----------- ----------
(in thousands)
Revenues from external customers:
Gulf of Mexico Offshore Construction $ 14,494 $ 23,732
Gulf of Mexico Diving 2,551 4,819
Gulf of Mexico Marine Support 7,730 9,918
West Africa 23,725 10,046
Latin America 38,915 4,127
Asia Pacific 14,496 13,069
Middle East 2,754 5,323
----------- ----------
$ 104,665 $ 71,034
=========== ==========
Intersegment revenues:
Gulf of Mexico Offshore Construction $ 1,231 $ 480
Gulf of Mexico Diving 3,710 2,355
Gulf of Mexico Marine Support 860 838
----------- ----------
$ 5,801 $ 3,673
=========== ==========
Income (loss) before income taxes:
Gulf of Mexico Offshore Construction $ (7,156) $ (2,881)
Gulf of Mexico Diving (2,105) (1,070)
Gulf of Mexico Marine Support 1,432 4,900
West Africa 2,861 2,548
Latin America 3,452 (1,782)
Asia Pacific (4,835) (5,660)
Middle East (584) 205
----------- ----------
$ (6,935) $ (3,740)
=========== ==========
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,
-----------------------
2002 2001
----------- ----------
(in thousands)
Revenues:
Total for reportable segments $ 110,466 $ 74,707
Total for other segments -- 237
Elimination of intersegment revenues (5,801) (3,673)
----------- ----------
Total consolidated revenues $ 104,665 $ 71,271
=========== ==========
Income (Loss):
Total for reportable segments $ (6,935) $ (3,740)
Total for other segments (expense) -- 64
Unallocated corporate expense (504) (1,010)
----------- ----------
Total consolidated loss before tax $ (7,439) $ (4,686)
=========== ==========
6. Comprehensive Income (Loss) - Following is a summary of the
Company's comprehensive income (loss) for the three months
ended March 31, 2002 and 2001:
Quarter Ended March 31,
-----------------------
2002 2001
----------- ----------
(in thousands)
Net loss $ (4,836) $ (3,071)
Other comprehensive income (loss):
Reclassification of realized
loss on hedging activities 227 --
Cumulative effect of adoption of
SFAS 133 on January 1, 2001 -- (1,023)
Unrealized gain (loss) on
hedging activities 200 (467)
----------- ----------
Comprehensive loss $ (4,409) $ (4,561)
=========== ==========
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.
The following discussion should be read in conjunction with our
unaudited condensed consolidated financial statements for the
periods ended March 31, 2002 and 2001, 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, 2001.
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. In addition to the factors discussed under the
heading "Business-Risk Factors" in our Annual Report on Form 10-K
for the year ended December 31, 2001, the 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, ability to obtain funds to finance
our business, 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.
Results of Operations
The following table sets forth, for the periods indicated, our
statements of operations expressed as a percentage of revenues.
Quarter Ended March 31,
-----------------------
2002 2001
----------- ----------
Revenues 100.0% 100.0%
Cost of Revenues 93.4 87.3
Gross Profit 6.6 12.7
Goodwill Amortization -- 1.0
Selling, General and Administrative Expenses 8.8 12.5
----------- ----------
Operating Loss (2.2) (0.8)
Interest Expense 4.2 7.5
Other Expense (income), net 0.7 (1.7)
----------- ----------
Loss Before Income Taxes (7.1) (6.6)
Provision (Benefit) for Income Taxes (2.5) (2.3)
----------- ----------
Net Loss (4.6)% (4.3)%
=========== ==========
Quarter Ended March 31, 2002 Compared to Quarter Ended March 31, 2001
Revenues. Revenues for the quarter ended March 31, 2002 were
$104.7 million as compared to $71.3 million for the quarter ended
March 31, 2001. This 47% increase in revenues was primarily
attributable to an increase in the amount of procurement and
subcontract content in current projects in our Latin America and
West Africa segments partially offset by decreased activity in
the Gulf of Mexico offshore construction, Gulf of Mexico diving,
Gulf of Mexico marine support and Middle East segments.
Gross Profit. For the quarter ended March 31, 2002, we had gross
profit of $6.9 million compared with $9.1 million for the quarter
ended March 31, 2001. The 24% decrease was attributable to
changes in the mix of contract work in our Latin America and West
Africa segments and decreases in activity and/or pricing
reductions in the Gulf of Mexico offshore construction, Gulf of
Mexico diving, and Gulf of Mexico marine support segments. As a
percentage of revenues, gross profit for the quarter ended March
31, 2002 was 7% compared to 13% for the quarter ended March 31,
2001. The margin on the type of EPIC projects that include a
large amount of procurement and subcontract content is generally
lower than on our traditional type of construction contract.
Selling, General and Administrative Expenses. For the quarter
ended March 31, 2002, selling, general and administrative
expenses were $9.2 million as compared to $8.9 million reported
during the quarter ended March 31, 2001. This increase is due
primarily to increased costs in our Latin America segment related
to the increase in activity. As a percentage of revenues,
selling, general and administrative expenses decreased to 9% for
the quarter ended March 31, 2002, compared to 13% for the quarter
ended March 31, 2001.
Depreciation and Amortization. Depreciation and amortization,
including amortization of dry-docking costs, for the quarter
ended March 31, 2002 was $13.4 million compared to the $12.2
million recorded in the quarter ended March 31, 2001. The
increase was primarily due to a $0.9 million charge relating to
unamortized term loan origination fees recorded due to the early
repayment of our term loan facility. This amount is included in
the "Other Expense (Income)" line on our income statement. The
increase was partially offset by the cessation of goodwill
amortization, beginning January 1, 2002, in accordance with SFAS
No. 142, "Goodwill and Other Intangible Assets". Amortization
of goodwill for the quarter ended March 31, 2001 was $0.7
million.
Interest Expense. Interest expense decreased to $4.4 million for
the quarter ended March 31, 2002, from $5.3 million for the
quarter ended March 31, 2001. The decrease was due to lower
interest rates and lower average outstanding debt levels as
compared to the quarter ended March 31, 2001.
Other Expense (Income). Other income decreased $2.0 million to a
loss of $0.8 million due primarily to $0.9 million in unamortized
term loan origination fees as discussed above. Reduced interest
income and increased exchange rate losses during the most recent
quarter as compared to the quarter ended March 31, 2001, also
contributed to the decrease in other income.
Net Loss. For the quarter ended March 31, 2002, we recorded a
net loss of $4.8 million compared to a net loss of $3.1 million
recorded for the quarter ended March 31, 2001. Our effective tax
rate for the quarter ended March 31, 2002 was 35% compared to 34%
for 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.
Gulf of Mexico Offshore Construction - Due to decreased activity,
revenues declined 35% to $15.7 million (including $1.2 million of
intersegment revenues) for the quarter ended March 31, 2002 from
to $24.2 million (including $0.5 million of intersegment
revenues) for the quarter ended March 31, 2001. Loss before
taxes increased to $7.2 million for the quarter ended March 31,
2002 from a loss before taxes of $2.9 million for the quarter
ended March 31, 2001. The increase in loss before taxes
was due primarily to decreased activity and low margins on one
large contract.
Gulf of Mexico Diving - Revenues from diving related services in
the Gulf of Mexico decreased 13% to $6.3 million (including $3.7
million of intersegment revenues) for the quarter ended March 31,
2002 from $7.2 million (including $2.4 million of intersegment
revenues) for the quarter ended March 31, 2001. Loss before
taxes increased by $1.0 million to $2.1 million for the quarter
ended March 31, 2002 compared to a loss before taxes of $1.1
million for the quarter ended March 31, 2001. The decline in
revenues and increase in the loss before taxes were due primarily
to a decrease in activity.
Gulf of Mexico Marine Support - Revenues decreased 20% to $8.6
million (including $0.9 million of intersegment revenues) for the
quarter ended March 31, 2002 from $10.8 million (including $0.8
million of intersegment revenues) for the quarter ended March 31,
2001. Approximately one-half of the revenue decrease was due to
decreased activity and one-half was due to lower pricing. These
declines resulted in a decrease in income before taxes to $1.4
million for the quarter ended March 31, 2002 compared to income
before taxes of $4.9 million for the quarter ended March 31,
2001.
West Africa - Revenues increased 137% to $23.7 million for the
quarter ended March 31, 2002 compared to $10.0 million for the
quarter ended March 31, 2001. The increase in revenues was due
to increased activity primarily for work performed on two large
contracts, one of which has a large amount of procurement and
subcontract content. Income before taxes increased 16% to $2.9
million for the quarter ended March 31, 2002 compared to $2.5 for
the same period in 2001. Income before taxes as a percentage of
revenues decreased substantially due to the higher percentage of
procurement and subcontract content in the contract work in the
quarter ended March 31, 2002.
Latin America - Latin America benefited from increased activity
during the quarter ended March 31, 2002. Revenues increased
significantly to $38.9 million for the quarter ended March 31,
2002 from $4.1 million for the quarter ended March 31, 2001 due
primarily to work performed on two large contracts, one of which
has a large amount of procurement and subcontractor content.
Income before taxes also increased to $3.5 million for the
quarter ended March 31, 2002 from a loss before taxes of $1.8
million for the quarter ended March 31, 2001.
Asia Pacific - Revenues increased 11% to $14.5 million for the
quarter ended March 31, 2002 from $13.1 million for the quarter
ended March 31, 2001 due to increased activity. Loss before
taxes was $4.8 million for the quarter ended March 31, 2002
compared to a loss of $5.7 million for the quarter ended March
31, 2001. Sales volume at current margin levels was insufficient
to cover certain fixed costs resulting in a loss before tax.
Middle East - For the quarter ended March 31, 2002, revenues
decreased 47% to $2.8 million compared to $5.3 million for the
quarter ended March 31, 2001 due to decreased activity. As a
result, income before taxes decreased to a loss before taxes of
$0.6 million for the quarter ended March 31, 2002 compared to
income before taxes of $0.2 million for the quarter ended March
31, 2001.
Liquidity and Capital Resources
Our cash balance increased by $20.1 million to $31.6 million at
March 31, 2002 from $11.6 million at December 31, 2001. During
the quarter ended March 31, 2002, our operations generated cash
flow of $5.4 million. Cash from operations and cash from
financing activities funded investing activities of $7.7 million.
Investing activities consisted principally of capital
expenditures and dry-docking costs. Cash generated from
financing activities of $22.4 million and the net repayment of
debt is a result of the net proceeds of our secondary common
stock offering which was completed at the end of March 2002.
Working capital increased $31.6 million during the quarter ended
March 31, 2002 from $64.6 million at December 31, 2001. The
increase in working capital is due to an increase in cash and a
decrease in current maturities of long-term both of which are a
direct result of our common stock offering. Working capital is
anticipated to increase as activity increases. At March 31,
2002, our backlog was $320.0 million, the second largest quarter-
end backlog in our history as compared to a backlog of
$57.4 million at March 31, 2001. Approximately 53% of the
backlog is expected to be performed during 2002.
Our capital expenditures during the quarter ended March 31, 2002
aggregated $7.5 million. We estimate that the cost to complete
capital expenditure projects in progress at March 31, 2002 will
be approximately $2.9 million, all of which is expected to be
incurred during the next twelve months.
Long-term debt outstanding at March 31, 2002 (including current
maturities) includes $122.0 million of Title XI bonds, $27.6
million of Lake Charles Harbor and Terminal District bonds, $3.5
million of Heller Financial debt, and $30.0 million drawn against
the credit facility discussed below.
During the quarter we maintained a credit facility, which
consisted of a $51.0 million term loan facility and a $100.0
million revolving loan facility. On March 27, 2002, the term loan
facility was repaid in its entirety from the proceeds of an
equity offering as discussed below. The remaining facility, at
March 31, 2002, consisted exclusively of the $100.0 million
revolving loan facility. This facility matures on December 30,
2004. The revolving loan facility permits both prime rate bank
borrowings and London Interbank Offered Rate ("LIBOR")
borrowings plus a floating spread. The spreads can range from
1.00% to 2.25% and 2.25% to 3.50% for prime rate and LIBOR based
borrowings, respectively. In addition, our credit facility
allows for certain fixed rate interest options on amounts
outstanding. Stock of the subsidiaries, certain real estate, and
the majority of our vessels collateralize the loans under the
credit facility. On March 18, 2002, we amended our credit
facility. The amendment reduced the requirement of the
consolidated net worth covenant to $440.0 million for the quarter
ending June 30, 2002 and thereafter. We paid an
amendment fee of $0.2 million. The revolving loan facility is
subject to certain financial covenants. At March 31, 2002, we
were in compliance with our credit facility.
On April 30, 2002, we amended and restated our revolving loan
facility to provide an additional $48.0 million 364-day revolving
credit line. As a result of this amendment, our aggregate
revolving facilities total $148.0 million. We paid a $0.4
million fee for this amendment. This new credit line was entered
into to provide additional working capital in anticipation of
increases in activity. The amended revolving loan facility is
subject to certain financial covenants.
As of May 1, 2002, we had an aggregate of $69.2 million of credit
capacity under our two revolving credit facilities.
We completed an offering of 8.5 million shares of common stock
and 0.9 million shares of common stock on March 27, 2002 and
April 2, 2002, respectively, which raised $79.6 million in
aggregate net proceeds. We received $72.3 million and $7.3
million of proceeds in March 2002 and April 2002, respectively.
These proceeds were used to repay $51.0 million in outstanding
indebtedness under our term loan facility and $16.0 million under
our revolving loan facility on March 27, 2002. The remaining
proceeds will be used to repay indebtedness.
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 March 31, 2002, 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 March 31, 2002 was
$14.4 million in surety bonds and $10.9 million in bank
guarantees and letters of credit.
We expect funds available under the existing credit facilities,
available cash, and cash generated from operations to be
sufficient to fund our operations (including the anticipated
increase in working capital required to fund increasing
activity), scheduled debt retirement, and planned capital
expenditures for the next twelve months. In addition, as we have
historically done, we 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, we maintain a shelf registration statement that as
of May 1, 2002 permits the issuance of up to $420.0 million of
debt and equity securities.
Industry Outlook
The demand for energy and prices of oil and gas both have become
more volatile in the recent past and the business environment has
become more dynamic. Recently we have been experiencing activity
declines in the Gulf of Mexico and activity increases in the
Company's international areas. We have been actively monitoring
these situations and have been making the appropriate business
changes as deemed necessary to capitalize on opportunities. We
remain optimistic about our future prospects in all of our
geographic regions including the Gulf of Mexico and we are
expecting improvement in our results for the remainder of this
year.
New Accounting Pronouncement
In June 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS ")
No. 142, "Goodwill and Other Intangible Assets." 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, ceased
upon adoption of this statement. AS SFAS No. 142 allows, we will
complete the required impairment test in the second quarter of 2002.
We have not determined the impact that this statement will have on it
consolidated financial position or results of operation.
In accordance with SFAS No. 142, we discontinued the amortization
of goodwill upon the adoption of this statement on January 1,
2002. A reconciliation of previously reported net income and
earnings per share to the amounts adjusted for the exclusion of
goodwill amortization net of tax follows (in thousands, except
per share data):
Three Months Ended
March 31,
-----------------------
2002 2001
----------- ----------
Reported net loss $ (4,836) $ (3,071)
Add: Goodwill amortization, net of tax -- 487
----------- ----------
Adjusted net loss $ (4,836) $ (2,584)
=========== ==========
Reported net loss per share (0.05) (0.03)
Add: Goodwill amortization, net of tax
per basic share -- 0.00
----------- ----------
Adjusted diluted earnings per share $ (0.05) $ (0.03)
=========== ==========
The carrying amount of goodwill as of March 31, 2002 and December 31, 2001,
is approximately $38.0 million and is entirely attributable to the Company's
Latin America segment.
SFAS No. 143, "Accounting for Asset Retirement Obligations",
requires the recording of liabilities for all legal obligations
associated with the retirement of long-lived assets that result
from the normal operation of those assets. These liabilities are
required to be recorded at their fair values (which are likely to
be the present values of the estimated future cash flows) in the
period in which they are incurred. SFAS No. 143 requires the
associated asset retirement costs to be capitalized as part of
the carrying amount of the long-lived asset. The asset
retirement obligation will be accreted each year through a charge
to expense. The amounts added to the carrying amounts of the
assets will be depreciated over the useful lives of the assets.
We are required to implement SFAS No. 143 on January 1, 2003, and
we have not determined the impact that this statement will have
on our consolidated financial position or results of operations.
SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-lived Assets", promulgates standards for measuring and
recording impairments of long-lived assets. Additionally, this
standard establishes requirements for classifying an asset as
held for sale, and changes existing accounting and reporting
standards for discontinued operations and exchanges for long-
lived assets. We implemented SFAS No. 144 on January 1, 2002,
which did not have a material effect on our financial position or
results of operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
In 2000, we entered into interest rate swap arrangements, 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 2.50% for
amounts based on fixed interest rates of between 7.32% to 7.38%
plus 2.50%. These swaps have maturities between two to fourteen
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 ($1.0) million as of March 31, 2002. A
hypothetical 100 basis point decrease in the average interest
rates applicable to such debt would result in a change of
approximately ($0.2) 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 year ended December 31, 2001.
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 $2.3 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 - Second Amended and Restated Credit Agreement
dated April 30, 2002 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 two reports on Form 8-K during
the quarter ended March 31, 2002, one dated March
21, 2002 which reported information under Item 9
and one dated March 26, 2002 which reported
information under Item 5.
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
Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
May 9, 2002