SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-5471
GLOBAL MARINE INC.
(Exact name of registrant as specified in its charter)
Delaware 95-1849298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 N. Eldridge Parkway, Houston, Texas 77079-4493
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 596-5100
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
The number of shares of the registrant's Common Stock, par value $.10 per share,
outstanding as of October 31, 1997 was 172,169,969.
<PAGE>
GLOBAL MARINE INC.
TABLE OF CONTENTS TO FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1997
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Report of Independent Accountants 2
Condensed Consolidated Statement of Operations for the
three and nine months ended September 30, 1997 and 1996 3
Condensed Consolidated Balance Sheet as of
September 30, 1997 and December 31, 1996 4
Condensed Consolidated Statement of Cash Flows for the
nine months ended September 30, 1997 and 1996 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURE 18
_____________________
The statements regarding future performance and results and the other statements
that are not historical facts contained in this report are forward-looking
statements. The words "anticipate," "expect," "project," "estimate," "predict,"
"plan" and similar expressions are also intended to identify forward-looking
statements. Such statements involve risks and uncertainties including, but
not limited to, changes in the markets for oil and gas and for offshore drilling
rigs and the risks of doing business in changing markets, changes in the dates
the Company's rigs undergoing conversion to drilling operations will enter
service, changes in applicable tax laws, regulations and interpretations and
the risk that tax rates to which the Company is subject could change from
those anticipated, the risks involved in dealing with other parties,
including the risk that other parties' commitments to the Company could be
breached, and changing costs and other factors discussed herein and in the
Company's other Securities and Exchange Commission filings. Should one or
more risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those indicated.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
of Global Marine Inc.
We have made a review of the condensed consolidated balance sheet of Global
Marine Inc. and subsidiaries as of September 30, 1997, and the related condensed
consolidated statement of operations for the three- and nine-month periods ended
September 30, 1997 and 1996, and the condensed consolidated statement of cash
flows for the nine-month periods ended September 30, 1997 and 1996. 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 making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1996, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
February 7, 1997, 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, 1996, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
/s/ Coopers & Lybrand L.L.P.
Houston, Texas
November 7, 1997
<PAGE>
<TABLE>
GLOBAL MARINE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share amounts)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1997 1996 1997 1996
------ ------ ------ ------
Revenues:
<S> <C> <C> <C> <C>
Contract drilling $167.3 $ 98.2 $405.1 $262.4
Drilling management 135.4 75.8 337.0 187.3
Oil and gas 1.7 3.9 5.7 11.1
------ ------ ------ ------
Total revenues 304.4 177.9 747.8 460.8
Expenses:
Contract drilling 73.1 52.9 182.9 149.4
Drilling management 120.6 70.5 297.2 173.1
Oil and gas .9 .7 2.4 2.1
Depreciation, depletion and amortization 16.2 10.6 37.6 30.8
General and administrative 5.9 4.3 15.7 13.1
------ ------ ------ ------
Total operating expenses 216.7 139.0 535.8 368.5
------ ------ ------ ------
Operating income 87.7 38.9 212.0 92.3
Other income (expense):
Interest expense (10.9) (7.9) (27.0) (23.0)
Interest capitalized 5.7 .7 13.9 .7
Interest income 1.6 1.9 5.0 4.3
Other - (.1) - 1.0
------ ------ ------ ------
Total other income (expense) (3.6) (5.4) (8.1) (17.0)
------ ------ ------ ------
Income before income taxes 84.1 33.5 203.9 75.3
Provision (benefit) for income taxes:
Current tax provision 5.7 2.6 17.6 5.4
Deferred tax benefit (15.0) - (70.0) -
------ ------ ------ ------
Total provision (benefit) for income taxes (9.3) 2.6 (52.4) 5.4
------ ------ ------ ------
Net income $ 93.4 $ 30.9 $256.3 $ 69.9
====== ====== ====== ======
Net income per common share:
Primary $ 0.54 $ 0.18 $ 1.50 $ 0.42
====== ====== ====== ======
Fully diluted $ 0.53 $ 0.18 $ 1.45 $ 0.40
====== ====== ====== ======
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
GLOBAL MARINE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(dollars in millions)
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 190.6 $ 92.9
Marketable securities .2 27.5
-------- ------
Total cash, cash equivalents and marketable securities 190.8 120.4
Accounts receivable, net of allowances 148.7 104.4
Costs incurred on turnkey drilling contracts in progress 11.7 10.8
Other current assets 13.4 10.9
-------- ------
Total current assets 364.6 246.5
Properties and equipment:
Rigs and drilling equipment, less accumulated
depreciation of $258.4 and $224.4 at September 30,
1997 and December 31, 1996, respectively 618.2 374.1
Construction in progress 281.7 97.8
Oil and gas properties, full cost method, less
accumulated depreciation, depletion and amortization
of $30.8 and $31.1 at September 30, 1997 and
December 31, 1996, respectively 6.0 5.5
-------- ------
Net properties and equipment 905.9 477.4
Future income tax benefits, net 140.0 70.0
Other assets 18.7 13.9
-------- ------
Total assets $1,429.2 $807.8
======== ======
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
GLOBAL MARINE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (Continued)
(dollars in millions)
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
Current liabilities:
<S> <C> <C>
Accounts payable $ 92.0 $ 53.5
Accrued compensation and related employee costs 22.6 19.0
Accrued interest 9.2 1.2
Accrued claims and allowances 3.4 2.1
Accrued income taxes 8.3 4.4
Other accrued liabilities 9.9 7.4
------- ------
Total current liabilities 145.4 87.6
12-3/4% Senior Secured Notes due 1999 223.9 225.0
7-1/8% Notes due 2007 299.3 -
Capital lease obligation 17.6 16.6
Other long-term liabilities 14.8 19.5
Shareholders' equity:
Preferred stock, $0.01 par value, 10 million
shares authorized, no shares issued or outstanding - -
Common stock, $0.10 par value, 300 million shares
authorized, 172,111,358 shares and 169,440,569
shares issued and outstanding at September 30, 1997
and December 31, 1996, respectively 17.2 16.9
Additional paid-in capital 287.0 274.5
Retained earnings 424.0 167.7
-------- ------
Total shareholders' equity 728.2 459.1
-------- ------
Total liabilities and shareholders' equity $1,429.2 $807.8
======== ======
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
GLOBAL MARINE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
<CAPTION>
Nine Months Ended
September 30,
------------------
1997 1996
------ ------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 256.3 $ 69.9
Adjustments to reconcile net income to net
cash provided by operating activities:
Deferred tax benefit (70.0) -
Depreciation, depletion and amortization 37.6 30.8
Gain on sale of oil and gas properties - (1.1)
Increase in accounts receivable (45.3) (38.8)
Increase in costs incurred on turnkey
drilling contracts in progress (.9) (8.1)
Increase in other current assets (2.5) (7.8)
Increase in accounts payable 38.5 24.9
Increase in accrued interest 8.0 7.2
Increase in other accrued liabilities 12.6 10.4
Other, net (3.4) (2.0)
-------- ------
Net cash flow provided by operating activities 230.9 85.4
Cash flows from investing activities:
Capital expenditures (467.5) (36.9)
Purchases of held-to-maturity securities (19.3) (62.8)
Proceeds from maturities of held-to-maturity securities 46.6 80.6
Proceeds from sales of properties and equipment 1.4 3.2
------- ------
Net cash flow used in investing activities (438.8) (15.9)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 499.3 -
Reductions of long-term debt (201.1) -
Proceeds from exercise of employee stock options 9.6 6.7
Debt issue costs (2.0) -
Payment on capital lease obligation (.2) -
------- ------
Net cash flow provided by financing activities 305.6 6.7
------- ------
Increase in cash and cash equivalents 97.7 76.2
Cash and cash equivalents at beginning of period 92.9 33.2
------- ------
Cash and cash equivalents at end of period $ 190.6 $109.4
======= ======
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
Note 1 - General
The financial statements reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of the results for the interim
periods. Such adjustments are considered to be of a normal recurring nature
unless otherwise identified.
The year-end condensed consolidated balance sheet was derived from audited
financial statements but does not include all disclosures required by
generally accepted accounting principles. Certain reclassifications were
made to the prior-year periods to conform to the current-period presentation.
The term "Company" refers to Global Marine Inc. and, unless the context
otherwise requires, to the Company's consolidated subsidiaries.
Note 2 - Offer to Purchase Senior Secured Notes
The terms of the indenture governing the Company's 12-3/4% Senior Secured Notes
due 1999 (the "Senior Secured Notes") require the Company to offer to purchase
Senior Secured Notes in amounts based on cash flow for the previous calendar
year. On February 3, 1997, the Company offered to purchase up to $55.3
million aggregate principal amount of Senior Secured Notes. Under the terms
of the offer, which expired on March 4, 1997, holders had the right to require
the Company to repurchase Senior Secured Notes for a cash purchase price equal
to 100% of the principal amount thereof plus accrued and unpaid interest.
Upon expiration of the offer in March, the Company purchased all of the
Senior Secured Notes tendered in response to the offer, resulting in a total
payment by the Company of $1.1 million. Cash and marketable securities
totaling $54.2 million, which previously were restricted from use for general
corporate purposes, became unrestricted upon termination of the offer.
The Company has elected to redeem the entire $223.9 million principal amount
of its outstanding Senior Secured Notes on December 15, 1997, at a price of
102 percent of principal plus accrued and unpaid interest. The total
required cash payment will approximate $243 million, which will be funded
with approximately $125 million to be drawn under the revolving credit
facility (see Note 3) and cash on hand. The Company will record an
extraordinary pretax loss of approximately $6.9 million in the fourth quarter
of 1997 when the notes are redeemed.
Note 3 - Purchase of Maersk Jutlander and Maersk Vinlander
On July 15, 1997, the Company amended and restated its revolving credit facility
with a group of major banks increasing its credit limit to $250 million from
$100 million. On July 22, 1997, the Company purchased two deep-water
offshore drilling rigs, the Maersk Jutlander and Maersk Vinlander, for a
combined purchase price of $250 million. The Company borrowed $200 million
under its revolving credit facility at an annual interest rate of 6.4375% and
used $50 million of cash on hand to pay the rigs' purchase price.
<PAGE>
Note 4 - Issuance of 7-1/8% Notes
On September 15, 1997, the Company issued $300 million of 7-1/8% Notes due 2007
(the "7-1/8% Notes") and received cash proceeds of $299.3 million. The Company
used $200 million of the proceeds to pay all amounts outstanding under the
revolving credit facility and will use the remainder of the proceeds,
together with amounts drawn under the credit facility, to redeem the Senior
Secured Notes on December 15, 1997. Interest on the 7-1/8% Notes will be
payable on March 1 and September 1 of each year. The Company may redeem the
7-1/8% Notes in whole at any time, or in part from time to time, at a price
equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of redemption, plus a premium, if any, relating
to the then prevailing Treasury Yield and the remaining life of the notes.
The indenture relating to the 7-1/8% Notes contains limitations on the
Company's ability to incur indebtedness for borrowed money secured by certain
liens and to engage in certain sale/leaseback transactions.
Note 5 - Income Taxes
The Company's effective tax rate for financial reporting purposes for the three
and nine months ended September 30, 1996 approximated 8 percent, which was
significantly lower than the U.S. statutory rate of 35 percent, due to the
Company's use of net operating loss ("NOL") carryforwards to reduce its federal
income tax liability. The Company's effective tax rate for financial reporting
purposes for the three and nine months ended September 30, 1997 was a net credit
of approximately 11 percent and 27 percent, respectively, due to the Company's
recognition during the periods of the future tax benefits of a significant
portion of its unused NOL carryforwards as discussed below.
As previously reported, under SFAS No. 109, "Accounting for Income Taxes," the
Company is required to recognize the future tax benefits of unused net
operating loss carryforwards if it is "more likely than not" that
they will be utilized on future tax returns. In each of the first three
quarters of 1997, the Company increased the recognized amount of future tax
benefits of the Company's unused NOL carryforwards. The adjustments were
required because income for the first three quarters of 1997 was higher than
previously estimated, and, with the passage of time, the Company was able to
project future earnings more accurately. The amounts of additional tax
benefits recognized in the first three quarters of 1997 were partially offset by
the tax effect of NOL carryforwards that will be used to reduce the Company's
1997 U.S. federal income tax liability. The net effect of the 1997
adjustments was a credit to the deferred income tax provision in the amount
of $30.0 million in the first quarter, $25.0 million in the second quarter,
and $15.0 million in the third quarter.
Note 6 - Net Income per Share
Primary and fully diluted net income per common share were computed by dividing
net income by the weighted average number of common shares outstanding and,
if their effect was material, common share equivalents, which primarily
consisted of outstanding employee stock options.
<PAGE>
Common share equivalents were excluded from the computation of primary
earnings per share for all periods presented because their effect was not
material.
Primary net income per common share for the three and nine months ended
September 30, 1997, was based on 171,679,175 and 170,822,548 weighted average
shares, respectively. Fully diluted net income per common and common
equivalent share was based on 177,375,673 and 176,848,962 shares for the
three and nine months ended September 30, 1997, respectively.
Primary net income per common share for the three and nine months ended
September 30, 1996, was based on 168,188,517 and 167,501,994 shares,
respectively. Fully diluted net income per common and common equivalent
share was based on 175,524,946 and 174,770,904 shares for the three and nine
months ended September 30, 1996, respectively.
In February 1997 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share," which
sets forth new standards for computing and presenting earnings per share.
The Company will adopt the new standards in the fourth quarter of 1997, the
earliest date permitted, and will be required to restate prior periods
presented for comparative purposes. The adoption of SFAS No. 128 is not
expected to have a material effect on the Company's earnings per share.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
OPERATING RESULTS
Summary
Operating income was $87.7 million for the third quarter of 1997 as compared to
$38.9 million for the prior-year third quarter. For the nine months ended
September 30, 1997, operating income was $212.0 million as compared to $92.3
million for the nine months ended September 30, 1996. Operating results
improved primarily due to higher contract drilling dayrates, an increase in
the number of turnkey wells completed, and higher turnkey profit margins. Data
relating to the Company's operations by business segment follows:
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
Percentage Percentage
1997 1996 Change 1997 1996 Change
------ ------ ---------- ------ ------ ----------
(dollars in millions)
Revenues:
<S> <C> <C> <C> <C> <C> <C>
Contract drilling $168.9 $ 99.4 70% $410.4 $265.4 55%
Drilling management 135.9 76.1 79% 338.0 188.2 80%
Oil and gas 1.7 3.9 (56%) 5.7 11.1 (49%)
Less: Intersegment revenues (2.1) (1.5) 40% (6.3) (3.9) 62%
------ ------ ------ ------
Total revenues $304.4 $177.9 71% $747.8 $460.8 62%
====== ====== ====== ======
Operating income:
Contract drilling $ 79.1 $ 36.1 119% $187.3 $ 86.1 118%
Drilling management 14.6 5.3 175% 39.5 14.2 178%
Oil and gas 0.2 2.1 (90%) 1.8 5.9 (69%)
Corporate expenses (6.2) (4.6) 35% (16.6) (13.9) 19%
------ ------ ------ ------
Total operating income $ 87.7 $ 38.9 125% $212.0 $ 92.3 130%
====== ====== ====== ======
</TABLE>
Net income before deferred tax adjustments was $78.4 million for the quarter
ended September 30, 1997 as compared with net income of $30.9 million for the
quarter ended September 30, 1996. For the first nine months of 1997, net
income before the deferred tax adjustments was $186.3 million as compared
with net income of $69.9 million for the first nine months of 1996. The
Company recorded noncash net credit adjustments to deferred income taxes during
the three and nine months ended September 30, 1997 in the amounts of $15.0
million and $70.0 million, respectively. As previously reported in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996,
SFAS No. 109 requires that the Company periodically reevaluate the amount of
the future tax benefits of net operating loss carryforwards required to
be recognized in its financial statements and make corresponding adjustments.
Since year-end 1996, strong demand for contract drilling services has caused
industry dayrates for offshore rigs to increase in all geographic markets in
which the Company operates, and the market for drilling management services
has remained firm.
In July 1997 the Company completed the purchase of two deep-water, third-
generation semisubmersible drilling rigs, the Maersk Vinlander and the Maersk
Jutlander, for a combined
<PAGE>
purchase price of $250 million. The Vinlander, which will be renamed the
Glomar North Sea, is currently operating in the U.K. sector of the North Sea
under a bareboat charter expiring in the first quarter of 1998, and the
Jutlander is operating in the Norwegian sector of the North Sea under a
bareboat charter through December 2000. The Company's deep-water fleet will
total seven rigs with the addition of these two rigs and the conversion of
two other rigs to offshore drilling units from other uses. The two rigs
undergoing conversion are the Glomar Celtic Sea and Glomar Explorer, which
are scheduled to enter service in the first quarter of 1998.
Contract Drilling Operations
Data with respect to the Company's contract drilling operations follows:
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
Percentage Percentage
1997 1996 Change 1997 1996 Change
------ ------ ---------- ------ ------ ----------
Contract drilling revenues by area
(in millions): (1)
<S> <C> <C> <C> <C> <C> <C>
Gulf of Mexico $ 63.1 $ 34.3 84% $ 169.5 $ 94.5 79%
West Africa 50.5 41.4 22% 141.9 89.3 59%
North Sea 24.6 23.7 4% 64.8 68.7 (6%)
Other 30.7 - - 34.2 12.9 165%
------- ------- -------- -------
$ 168.9 $ 99.4 70% $ 410.4 $ 265.4 55%
======= ======= ======== =======
Average rig utilization (2) 99% 98% 99% 98%
Average dayrate $59,300 $40,400 $53,400 $36,400
</TABLE>
- --------------------
(1) Includes revenues earned from affiliates.
(2) Excludes the Glomar Beaufort Sea I concrete island drilling system, a
special-purpose mobile offshore rig designed for arctic operations.
Also excludes the Glomar Explorer and Glomar Celtic Sea, which are
being converted to drilling rigs from other uses.
Of the $69.5 million increase in contract drilling revenues for the three months
ended September 30, 1997 as compared with the comparable quarter of 1996,
$54.0 million was attributable to increases in dayrates, $8.9 million was
attributable to an increase in non-dayrate revenue, $4.2 million was
attributable to the two deep-water rigs purchased in July 1997, and $2.4
million was attributable to higher rig utilization. Of the $145.0 million
increase in contract drilling revenues for the first nine months of 1997 as
compared with the first nine months of 1996, $130.0 million was attributable
to higher dayrates, $9.5 million was attributable to an increase in
non-dayrate revenue, $4.2 million was attributable to the two deep-water rigs
purchased in July 1997, and $1.3 million was attributable to higher rig
utilization.
The mobilization of rigs between the geographic areas shown in the above table
also affected each area's revenues over the periods indicated. Specifically,
the Company mobilized one jackup from the North Sea to offshore Argentina in
September 1997, one jackup from West Africa to California in July 1997, one
jackup from the Gulf of Mexico to Trinidad in June 1997, one semisubmersible
from the North Sea to the Gulf of Mexico in December 1996, and four rigs
to West Africa in 1996, including one jackup from the U.S. Gulf of Mexico, one
jackup from Abu Dhabi, one jackup from Trinidad, and one drillship from the
Middle East.
<PAGE>
The operating profit margin for contract drilling for the three and nine
months ended September 30, 1997 increased to 47 percent and 46 percent,
respectively, from 36 percent and 32 percent for the comparable prior-year
periods. The increase in operating profit margin was primarily due to
higher 1997 dayrates. Operating expenses increased for the three and nine
months ended September 30, 1997 by $26.5 million and $43.8 million,
respectively, due to higher depreciation expense, higher labor expense, a
higher payout in 1997 with respect to two of three rigs under a net
revenue-sharing arrangement with Transocean Drilling AS, higher mobilization
expense, and general price-level increases, among other factors.
As of October 31, 1997, eleven of the Company's rigs were located in the U.S.
Gulf of Mexico, ten were offshore West Africa, four were in the North Sea,
one was offshore Argentina, one was offshore Trinidad, and one was offshore
California. In addition, the previously inactive Glomar Beaufort Sea I
concrete island drilling system is preparing to drill offshore Alaska under a
30-day contract in November 1997. At October 31, 1997, all 29 of the Company's
active rigs were under contract.
The Glomar Celtic Sea and the Glomar Explorer are scheduled to begin
operations in the Gulf of Mexico in the first quarter of 1998 after
completion of their conversion to drilling rigs from other uses.
The Company anticipates that contracts on 10 of the Company's 29 rigs under
contract as of October 31, 1997 will expire at varying times on or prior to
January 31, 1998. Over the past several months, the terms of deep-water
drilling contracts for semisubmersibles and drillships have lengthened as
oil and gas operators have attempted to lock in the availability of rigs to
carry out deep-water projects. The drilling market for jackup rigs in
shallow waters, however, particularly in the U.S. Gulf of Mexico, continues
to be characterized by short-term, well-to-well contracts. Short-term
contracts for jackup rigs have been typical in the industry for the past
decade, and the Company considers its upcoming contract expirations typical
of prevailing market conditions and consistent with the normal course of
business. The Company's strategy has been to employ its rigs on short-term
contracts in periods of rising dayrates, enabling the Company to contract at
higher dayrates as existing contracts expire.
Drilling Management Services
Drilling management revenues increased by $59.8 million to $135.9 million in
the third quarter of 1997 from $76.1 million in the third quarter of 1996.
Operating income increased by $9.3 million to $14.6 million in the third
quarter of 1997 from $5.3 million in the third quarter of 1996. The increase
in revenues consisted of a $25.1 million increase attributable to higher
average turnkey revenues per well, an $18.8 million increase attributable to
daywork and other revenues, and a $15.9 million increase attributable to an
increase in the number of turnkey wells drilled, from 22 in the third quarter
of 1996 to 26 in the third quarter of 1997.
Operating income from drilling management services as a percentage of drilling
management revenues increased to 11 percent for the third quarter of 1997
from 7 percent for the third quarter of 1996. The Company incurred losses
totaling $0.6 million on one well in the third quarter of
<PAGE>
1997, compared to losses totaling $3.7 million on five wells in the third
quarter of 1996.
Drilling management revenues increased by $149.8 million to $338.0 million in
the first nine months of 1997 from $188.2 million in the first nine months of
1996. Operating income increased by $25.3 million to $39.5 million in the
first nine months of 1997 from $14.2 million in the first nine months of 1996.
The increase in revenues for the period consisted of a $74.5 million increase
attributable to an increase in the number of wells drilled, from 57 in the first
nine months of 1996 to 79 in the first nine months of 1997, a $40.6 million
increase attributable to daywork and other revenues, and a $34.7 million
increase attributable to higher average turnkey revenues per well.
Operating income from drilling management services as a percentage of drilling
management revenues increased to 12 percent for the first nine months of 1997
from 8 percent for the first nine months of 1996. The increase in profit
margin was attributable in part to the higher average turnkey revenues per
well and increased drilling efficiencies in 1997. The Company incurred
losses totaling $1.5 million on three wells in the first nine months of 1997,
compared to losses totaling $5.8 million on nine wells in the first nine
months of 1996. Due to risks inherent in turnkey drilling operations, the
Company can provide no assurance that it will be able to maintain the higher
profit margins in the future.
Other Income and Expense
General and administrative expenses for the three and nine months ended
September 30, 1997 increased by $1.6 million and $2.6 million, respectively,
as compared with the comparable prior-year periods. Most of the increase in
1997 was attributable to charges required in connection with 1995 offers to
sell Company stock at a nominal price to certain employees in 1998 if the
Company meets certain earnings, cash flow and stock price targets over the
years 1995 through 1997.
Interest expense for the three and nine months ended September 30, 1997
increased by $3.0 million and $4.0 million, respectively, from the comparable
prior-year periods primarily due to interest on borrowings under the
revolving credit facility and interest on the 7-1/8% Notes.
Interest capitalized for the three and nine months ended September 30, 1997
increased by $5.0 million and $13.2 million, respectively, as compared with
the comparable prior-year periods, as a result of interest capitalized in
connection with the conversions of the Glomar Celtic Sea and Glomar Explorer.
Interest income for the three months ended September 30, 1997 decreased by $0.3
million from the comparable prior-year period due to lower cash investments.
Interest income for the nine months ended September 30, 1997 increased by
$0.7 million from the comparable prior-year period due to larger cash
investments and higher interest rates earned thereon.
The Company recognized a gain of $1.1 million on the sale of two oil and gas
properties in the first quarter of 1996.
<PAGE>
The Company's effective tax rate for financial reporting purposes for the three
and nine months ended September 30, 1996 approximated 8 percent, which was
significantly lower than the U.S. statutory rate of 35 percent, due to the
Company's use of NOL carryforwards to reduce its federal income tax liability.
The Company's effective tax rate for financial reporting purposes for the
three and nine months ended September 30, 1997 was a net credit of approximately
11 percent and 27 percent, respectively, due to the Company's recognition during
the periods of the future tax benefits of a significant portion of its unused
NOL carryforwards as discussed below. The Company presently estimates that,
if certain events more fully described below transpire, its effective tax
rate for financial reporting purposes would be between 25 and 30 percent for
1998.
As previously reported, under SFAS No. 109, "Accounting for Income Taxes," the
Company is required to recognize the future tax benefits of unused NOL
carryforwards if it is "more likely than not" that they will be utilized on
future tax returns. In each of the first three quarters of 1997, the Company
increased the recognized amount of future tax benefits of the Company's
unused NOL carryforwards. The adjustments were required because income for
the first three quarters of 1997 was higher than previously estimated, and,
with the passage of time, the Company was able to project future earnings
more accurately. The amounts of additional tax benefits recognized in the
first three quarters of 1997 were partially offset by the tax effect of the
NOL carryforwards that will be used to reduce the Company's 1997 U.S.
federal income tax liability. The net effect of the 1997 adjustments was a
credit to the deferred income tax provision in the amount of $30.0 million in
the first quarter, $25.0 million in the second quarter, and $15.0 million in
the third quarter.
The occurrence of two events could materially impact the amount of the tax
provision reported in the fourth quarter of 1997 and future years. First,
should present drilling market conditions continue, the Company expects to
recognize in the fourth quarter the remainder of the future tax benefits of
its unused NOL carryforwards and other deferred tax assets. Second, as part
of the Company's strategy to increase its ability to respond to expanding
opportunities in foreign markets, the Company intends to realign the
ownership of its foreign operating assets within the Global Marine group.
Future earnings of the realigned operations that are permanently reinvested
outside the U.S. would be taxed at the applicable foreign rates, which the
Company believes will be lower overall than the current U.S. statutory rate
of 35 percent.
The effect of these two events on fourth quarter earnings for financial
reporting purposes would be (i) a material credit to record the remainder of
the unrecognized future tax benefits of NOL carryforwards and (ii) a material
charge resulting from the use of a significant portion of the NOL
carryforwards in 1997 as a result of the realignment of the ownership of
foreign operating assets discussed above. Including the effect of the two
events, should they both transpire, the Company estimates its total fourth
quarter income tax provision will be between $45 and $60 million. This
estimated provision consists of approximately $15 million of cash taxes with
the remaining noncash portion of the provision to be charged to deferred
income tax expense.
Should both of these events occur, the Company estimates its effective tax rate
for financial reporting purposes would be between 25 and 30 percent for 1998.
However, actual cash taxes are anticipated to remain significantly lower than
the effective book tax rate as long as the
<PAGE>
Company is able to use its NOL carryforwards to reduce its current U.S.
federal income tax liability. The Company presently estimates it will have
at December 31, 1997, approximately $0.4 billion of NOL carryforwards to
shelter future income from U.S. taxes.
In February 1997 the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings per Share," which sets forth new standards for computing and
presenting earnings per share. The Company will adopt the new standards in
the fourth quarter of 1997, the earliest date permitted, and will be required to
restate prior periods presented for comparative purposes. The adoption of
SFAS No. 128 is not expected to have a material effect on the Company's
earnings per share.
LIQUIDITY AND CAPITAL RESOURCES
Capitalized words in the following discussion that are not defined herein are
defined in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, or in the indenture governing the Company's 7-1/8% Notes.
For the nine months ended September 30, 1997, $230.9 million of cash flow was
provided by operating activities, $27.3 million was provided by maturities of
marketable securities (net of purchases), $9.6 million was provided from
exercises of employee stock options, and $298.2 million was provided from the
issuance of long-term debt (net of debt payments). From these amounts,
$467.5 million was used for capital expenditures. For the comparable prior-year
period, cash flow provided by operating activities totaled $85.4 million,
proceeds from maturities of marketable securities (net of purchases) totaled
$17.8 million, exercises of employee stock options provided $6.7 million, and
sales of properties and equipment provided $3.2 million. From these amounts,
$36.9 million was used for capital expenditures.
On July 15, 1997, the Company amended and restated its revolving credit facility
increasing its credit limit to $250 million from $100 million. On July 22,
1997, the Company purchased the Maersk Vinlander and the Maersk Jutlander, two
third-generation semisubmersible drilling rigs, for a combined purchase price of
$250 million. The Company borrowed $200 million under its revolving credit
facility at an annual interest rate of 6.4375% and used $50 million of cash on
hand to pay the rigs' purchase price.
Other capital expenditures for the full year 1997 are anticipated to be $351
million, including $151 million for the conversion of the Glomar Celtic Sea,
$130 million for the conversion of the Glomar Explorer, $45 million for
improvements to the remainder of the drilling fleet, $21 million for
capitalized interest, and $4 million for other expenditures.
On September 15, 1997, the Company issued $300 million of 7-1/8% Notes due 2007
(the "7-1/8% Notes") and received cash proceeds of $299.3 million. The Company
used $200 million of the proceeds to pay all amounts outstanding under the
revolving credit facility. Interest on the 7-1/8% Notes will be payable on
March 1 and September 1 of each year. The Company may redeem the 7-1/8%
Notes in whole at any time, or in part from time to time, at a price equal to
100% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of redemption, plus a premium, if any, relating to the then
prevailing Treasury Yield and the remaining life of the notes. The indenture
relating to the 7-1/8% Notes contains limitations on
<PAGE>
the Company's ability to incur indebtedness for borrowed money secured by
certain liens and to engage in certain sale/leaseback transactions.
The Company has elected to redeem the entire $223.9 million principal amount
of its outstanding Senior Secured Notes on December 15, 1997, at a price of
102 percent of principal plus accrued and unpaid interest. The total required
cash payment will approximate $243 million, which will be funded with
approximately $125 million to be drawn under the revolving credit facility
and cash on hand. The Company will record an extraordinary pretax loss of
approximately $6.9 million in the fourth quarter of 1997 when the notes are
redeemed.
The Company has an option with Harland & Wolff Shipbuilding and Heavy Industries
Limited under which the Company may commit by December 1, 1997, to build a
dynamically-positioned deep-water drillship. The drillship would cost
approximately $300 million, which would be financed through a combination of
draws under the Company's revolving credit facility and cash flow from
operations. It is expected that the drillship would be placed into service
in the fourth quarter of 1999. If the option to build the drillship is not
exercised, the Company would pay cancellation fees and certain shipyard costs
not to exceed a total of $2.5 million, in return for which the Company would
receive the benefit of certain related engineering work. If the option is
exercised, the Company would then have an option to build a second drillship.
The Company is currently in discussions with major oil companies regarding
long-term drilling contracts for one or both drillships but, in view of
projected continuing strength in the deep-water drilling market, may
commit to build one drillship even if no such contract is obtained by
December 1.
As of September 30, 1997, the Company had $190.8 million in cash, cash
equivalents and marketable securities, including $3.1 million which was
restricted from use for general corporate purposes. As of December 31, 1996,
the Company had $120.4 million in cash, cash equivalents and marketable
securities.
Except for the redemption of the Senior Secured Notes in December and the
purchase of the drillships in the event that the Company exercises its
purchase options, the Company believes that it will be able to meet all of
its current obligations, capital expenditure requirements and debt service
from its cash flow from operations and its cash, cash equivalents and
marketable securities.
As part of upgrading and expanding its rig fleet and other assets, the Company
considers and pursues the acquisition of suitable additional rigs and other
assets on an ongoing basis. If the Company decides to undertake an
acquisition, the issuance of additional shares of stock or additional debt
could be required.
The Company has a registration statement on Form S-3 for the proposed offering
from time to time of (i) debt securities, which may be subordinated to other
indebtedness of the Company, (ii)shares of preferred stock, $0.01 par value
per share, and/or (iii) shares of common stock, $0.10 par value per share,
for an aggregate initial public offering price not to exceed $75 million. Any
net proceeds from the sale of offered securities would be used for general
corporate purposes which may include, but are not limited to, capital
expenditures and the financing of acquisitions. The Company has not offered
for sale or sold any securities under this registration statement.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4.1 Indenture dated as of September 1, 1997, between Global Marine Inc. and
Wilmington Trust Company, as Trustee, relating to Debt Securities of
the Registrant. (Incorporated herein by this reference to Exhibit 4.1
of the Registrant's Registration Statement on Form S-4 (No. 333-39033)
filed with the Commission on October 30, 1997.)
4.2 Purchase Agreement dated as of September 10, 1997, between Global
Marine Inc. and Salomon Brothers Inc, individually and as
representative of the Initial Purchasers of the Registrant's 7-1/8%
Notes Due 2007. (Incorporated herein by this reference to Exhibit
4.2 of the Registrant's Registration Statement on Form S-4
(No. 333-39033) filed with the Commission on October 30, 1997.)
4.3 Registration Rights Agreement dated September 15, 1997, between Global
Marine Inc. and Salomon Brothers Inc, individually and as
representative of the Initial Purchasers of the Registrant's 7-1/8%
Notes Due 2007. (Incorporated herein by this reference to Exhibit 4.3
of the Registrant's Registration Statement on Form S-4
(No. 333-39033) filed with the Commission on October 30, 1997.)
4.4 Form of 7-1/8% Exchange Note Due 2007. (Incorporated herein by this
reference to Exhibit 4.4 of the Registrant's Registration Statement on
Form S-4 (No. 333-39033) filed with the Commission on October 30,
1997.)
4.5 Terms of 7-1/8% Notes Due 2007. (Incorporated herein by this reference
to Exhibit 4.5 of the Registrant's Registration Statement on Form S-4
(No. 333-39033) filed with the Commission on October 30, 1997.)
10.1 Resolution dated August 5, 1997, regarding Directors' Compensation.
15.1 Letter of Independent Accountants regarding Awareness of Incorporation
by Reference.
27.1 Financial Data Schedule. (Exhibit 27.1 is being submitted as an
exhibit only in the electronic format of this Quarterly Report on Form
10-Q being submitted to the Securities and Exchange Commission.
Exhibit 27.1 shall not be deemed filed for purposes of Section 11 of
the Securities Act of 1933, Section 18 of the Securities Exchange
Act of 1934 or Section 323 of the Trust Indenture Act, or otherwise
be subject to the liabilities of such sections, nor shall it be deemed
a part of any registration statement to which it relates.)
<PAGE>
99.1 Amendment No. 1 to Amended and Restated Credit Agreement among Global
Marine Inc., Various Lending Institutions, Bankers Trust Company as
Administrative Agent, Societe Generale as Managing Agent, and
Christiania Bank OG Kreditkasse ASA New York Branch, Credit Lyonnais
New York Branch, and the Bank of Nova Scotia as Co-Agents, Amended and
Restated as of July 15, 1997.
(b) Reports on Form 8-K
During the third quarter of 1997, the Company filed a Current Report on Form
8-K, dated July 7, 1997, which reported under Item 2, "Acquisition or
Disposition of Assets," that the Company had entered into an agreement to
purchase the Maersk Vinlander and Maersk Jutlander offshore drilling rigs.
The Company filed another Current Report on Form 8-K, dated August 1, 1997,
which reported under Item 2 that the Company had completed the purchase of
both rigs on July 22, 1997.
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 thereunto duly authorized.
GLOBAL MARINE INC.
(Registrant)
Dated: November 10, 1997 /s/ Thomas R. Johnson
---------------------
Thomas R. Johnson
Vice President and Corporate Controller
(Duly Authorized Officer and Principal
Accounting Officer of the Registrant)
EXHIBIT 99
INDEX TO EXHIBITS
4.1 Indenture dated as of September 1, 1997, between Global Marine Inc. and
Wilmington Trust Company, as Trustee, relating to Debt Securities of the
Registrant. (Incorporated herein by this reference to Exhibit 4.1 of
the Registrant's Registration Statement on Form S-4 (No. 333-39033)
filed with the Commission on October 30, 1997.)
4.2 Purchase Agreement dated as of September 10, 1997, between Global Marine
Inc. and Salomon Brothers Inc, individually and as representative of the
Initial Purchasers of the Registrant's 7-1/8% Notes Due 2007.
(Incorporated herein by this reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-4 (No. 333-39033) filed with
the Commission on October 30, 1997.)
4.3 Registration Rights Agreement dated September 15, 1997, between Global
Marine Inc. and Salomon Brothers Inc, individually and as representative
of the Initial Purchasers of the Registrant's 7-1/8% Notes Due 2007.
(Incorporated herein by this reference to Exhibit 4.3 of the
Registrant's Registration Statement on Form S-4 (No. 333-39033)
filed with the Commission on October 30, 1997.)
4.4 Form of 7-1/8% Exchange Note Due 2007. (Incorporated herein by this
reference to Exhibit 4.4 of the Registrant's Registration Statement on Form
S-4 (No. 333-39033) filed with the Commission on October 30, 1997.)
4.5 Terms of 7-1/8% Notes Due 2007. (Incorporated herein by this reference to
Exhibit 4.5 of the Registrant's Registration Statement on Form S-4
(No. 333-39033) filed with the Commission on October 30, 1997.)
10.1 Resolution dated August 5, 1997, regarding Directors' Compensation.
15.1 Letter of Independent Accountants regarding Awareness of Incorporation by
Reference.
27.1 Financial Data Schedule. (Exhibit 27.1 is being submitted as an exhibit
only in the electronic format of this Quarterly Report on Form 10-Q being
submitted to the Securities and Exchange Commission. Exhibit 27.1 shall
not be deemed filed for purposes of Section 11 of the Securities Act of
1933, Section 18 of the Securities Exchange Act of 1934 or Section 323 of
the Trust Indenture Act, or otherwise be subject to the liabilities of
such sections, nor shall it be deemed a part of any registration statement
to which it relates.)
99.1 Amendment No. 1 to Amended and Restated Credit Agreement among Global
Marine Inc., Various Lending Institutions, Bankers Trust Company as
Administrative Agent, Societe Generale as Managing Agent, and Christiania
Bank OG Kreditkasse ASA New York Branch, Credit Lyonnais New York Branch,
and the Bank of Nova Scotia as Co-Agents, Amended and Restated as of
July 15, 1997.
EXHIBIT 10.1
COMPANY: Global Marine Inc. (the "Company")
ITEM: Resolutions of the Board of Directors
SUBJECT: Director Compensation
DATE: August 5, 1997
RESOLVED that the resolutions of this Board of Directors
adopted on August 3, 1994, relating to directors fees and expense
reimbursement be, and they hereby are, superseded in their
entirety, and that the following resolutions be, and they hereby
are, effective in their stead; and it was further
RESOLVED that the fees payable to directors of the
Company who are not officers or employees of the Company be, and
they hereby are, $7,000 per quarter (payable with respect to each
calendar quarter on the date of the regular meeting of the Board of
Directors during such calendar quarter), plus $1,000 for
participation in each regular meeting of the Board of Directors,
whether in person or by telephone, $1,000 for attendance at each of
the Company s annual management conferences, $1,500 for attendance
at each special meeting of the Board of Directors, $1,000 for
participation by telephone in each special meeting of the Board of
Directors, and $500 for participation in each meeting of any
Committee of the Board of Directors, whether in person or by
telephone; and it was further
RESOLVED that each director shall be reimbursed for all
expenses incurred by such director in attending each annual
management conference and each meeting of the Board of Directors of
the Company including regular meetings, special meetings and
meetings of any Committee of the Board of Directors, and that
payment of such expenses shall be made upon receipt by the Company
of an invoice or expense account covering such expenses.
EXHIBIT 15.1
ACCOUNTANTS' AWARENESS LETTER
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Global Marine Inc. Registration Statements
We are aware that our report dated November 7, 1997, on our review of the
condensed consolidated interim financial information of Global Marine Inc. and
subsidiaries for the three and nine months ended September 30, 1997, and
included in this Quarterly Report on Form 10-Q is incorporated by reference
in (i) the prospectus constituting part of the Company's Registration
Statements on Form S-8 (Registration Nos. 33-32088, 33-40961, and 33-63326),
respectively, for the Global Marine Inc. 1989 Stock Option and Incentive
Plan, (ii) the prospectus constituting part of the Company's Registration
Statement on Form S-8 (Registration No. 33-40266) for the Global Marine
Savings Incentive Plan, (iii) the prospectus constituting part of the Company's
Registration Statement on Form S-8 (Registration No. 33-40961) for the Global
Marine Inc. 1990 Non-Employee Director Stock Option Plan, (iv) the prospectus
constituting part of the Company's Registration Statement on Form S-8
(Registration No. 33-57691) for the Global Marine Inc. 1994 Non-Employee
Stock Option and Incentive Plan and (v) the prospectus constituting part of the
Company's Registration Statement on Form S-3 (Registration No. 33-58577)
for the proposed offering of up to $75,000,000 of debt securities, preferred
stock and/or common stock. Pursuant to Rule 436(c) under the Securities Act
of 1933, this report should not be considered a part of any of said registration
statements prepared or certified by us within the meaning of Sections 7 and
11 of that Act.
/s/ Coopers & Lybrand L.L.P.
Houston, Texas
November 10, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated balance sheet of Global Marine Inc. and subsidiaries as
of 9-30-97 and the related condensed consolidated statement of operations for
the nine months ended 9-30-97, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 190,600
<SECURITIES> 200
<RECEIVABLES> 150,800
<ALLOWANCES> 2,100
<INVENTORY> 0
<CURRENT-ASSETS> 364,600
<PP&E> 1,195,100
<DEPRECIATION> 289,200
<TOTAL-ASSETS> 1,429,200
<CURRENT-LIABILITIES> 145,400
<BONDS> 523,200
0
0
<COMMON> 17,200
<OTHER-SE> 711,000
<TOTAL-LIABILITY-AND-EQUITY> 1,429,200
<SALES> 5,700
<TOTAL-REVENUES> 747,800
<CGS> 3,900
<TOTAL-COSTS> 520,100
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27,000
<INCOME-PRETAX> 203,900
<INCOME-TAX> (52,400)
<INCOME-CONTINUING> 256,300
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 256,300
<EPS-PRIMARY> 1.50
<EPS-DILUTED> 1.45
</TABLE>
EXHIBIT 99.1
AMENDMENT NO. 1
AMENDMENT NO. 1 (the "AMENDMENT"), dated as of
September 3, 1997, to that certain Amended and Restated Credit
Agreement, entered into as of February 12, 1997 and amended and
restated as of July 15, 1997 (the "CREDIT AGREEMENT"; capitalized
terms used herein and not defined shall have the meaning set
forth in the Credit Agreement), among GLOBAL MARINE INC., a
Delaware corporation ("BORROWER"), the lending institutions party
thereto (the "BANKS"), BANKERS TRUST COMPANY, as administrative
agent (the "ADMINISTRATIVE AGENT"), SOCIETE GENERALE, as managing
agent (the "MANAGING AGENT"), and CHRISTIANIA BANK OG KREDITKASSE
ASA, NEW YORK BRANCH, CREDIT LYONNAIS NEW YORK BRANCH and THE
BANK OF NOVA SCOTIA, as co-agents (collectively, the "CO-AGENTS",
and together with the Administrative Agent and the Managing
Agent, the "AGENTS").
W I T N E S S E T H :
WHEREAS, Borrower and the Banks wish to provide for the
amendment of the Credit Agreement as herein provided; and
WHEREAS, pursuant to Section 12.12 of the Credit
Agreement, Borrower and each of the undersigned Banks hereby
agree to amend the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION ONE - AMENDMENTS. (i) Section 8.03 of the
Credit Agreement is amended, effective as of the date hereof, and
subject to the satisfaction of the conditions set forth in
Section Three hereof, by (a) deleting the "." at the end of
clause (f) thereof and substituting "; and" in lieu thereof and
(b) inserting the following clause immediately after clause (f)
thereof:
"(g) Indebtedness represented by senior unsecured debt
securities issued by the Borrower in an aggregate
principal amount not exceeding $300.0 million; PROVIDED
that (i) the terms and conditions of such Indebtedness
either (x) provide for (A) an average life for such
Indebtedness of at least five years, (B) an interest
<PAGE>
rate applicable to such Indebtedness not in excess of
8% per annum, and (C) no scheduled maturity or any
mandatory sinking fund, prepayment or retirement
requirements of such Indebtedness prior to the Maturity
Date or (y) are reasonably satisfactory in all material
respects to the Administrative Agent; and (ii) no
Default or Event of Default shall occur or be
continuing at the time of the incurrence thereof or
immediately after giving effect to the incurrence
thereof."
ii) The definition of Debt Issuance in the Credit
Agreement is amended to add prior to the period thereof
the words "and other than any Indebtedness incurred
pursuant to Section 8.03(g)"
SECTION TWO - RELEASE OF GUARANTIES. Effective as of
the date hereof, and subject to the satisfaction of the
conditions set forth in Section Three hereof, and to the issuance
and sale of not less than $300 million in aggregate principal
amount of notes as permitted by new Section 8.03(g) of the Credit
Agreement contemplated by Section One of this Amendment, (a) all
Guarantees are hereby released, disclaimed, terminated,
discharged and otherwise no longer of any force or effect, (b)
all Guarantors are released from all obligations under the
Guarantees, the Ratification Agreement and the other Credit
Documents, (c) Section 7.11 of the Credit Agreement is hereby
deleted in its entirety, (d) the proviso to Section 8.02(a) of
the Credit Agreement is deleted, (e) the parenthetical in Section
8.03(b) of the Credit Agreement is deleted, (f) the reference to
"Guarantor" in Section 8.08 of the Credit Agreement is hereby
deleted and replaced with "Subsidiary (other than an Unrestricted
Subsidiary)", (g) Section 9.06 of the Credit Agreement is deleted
in its entirety, (h) the text of clause (iv) of the definition of
Consolidated Net Income in the Credit Agreement is deleted and
replaced with the following "the net income of any Subsidiary to
the extent that the transfer to Borrower or a Subsidiary of that
income is not at the time permitted, directly or indirectly, by
any means (including by dividend, distribution, advance or loan
or otherwise), by operation of the terms of its charter or any
agreement with a Person other than with Borrower or any Affiliate
thereof, instrument held by a Person other than by Borrower or
any Affiliate thereof, judgment, decree, order, statute, law,
rule or governmental regulations applicable to such Subsidiary or
its stockholders; PROVIDED, HOWEVER, that if at any time during
the period for which Consolidated Net Income is measured such
restriction or transfer to Borrower of such income of a
Subsidiary is lifted, Consolidated Net Income shall include the
net income of such Subsidiary previously excluded", (i) the
definition of Credit Party in the Credit Agreement is amended by
<PAGE>
deleting "and each Guarantor" , and (j) Borrower covenants and
agrees that if any Subsidiary (other than an Unrestricted
Subsidiary) guarantees any Indebtedness of Borrower described in
Section 8.03(b) or (g), then such Subsidiary shall guarantee the
Obligations on terms (and pursuant to documentation) no less
favorable to the Banks than such guarantee of such Indebtedness
and for so long as such Indebtedness is guaranteed; PROVIDED,
HOWEVER, that (x) if and to the extent that such guarantee of
such Indebtedness is released or discharged (other than by virtue
of payment), then the guarantee of the Obligations shall likewise
be released and (y) no Lien granted or existing in favor of the
Senior Secured Notes pursuant to the documentation relating
thereto as in effect on the Original Effectiveness Date shall be
deemed a guarantee and the existence or granting of any such Lien
pursuant to such documentation shall not in any manner require
the granting of any guarantee in respect of the Obligations.
SECTION THREE - CONDITIONS TO EFFECTIVENESS. This
Amendment shall become effective as of the date first above
written when, and only when, the Administrative Agent shall have
received counterparts of this Amendment executed by Borrower and
the Required Banks or, as to any of the Banks, advice
satisfactory to the Administrative Agent that such Bank has
executed this Amendment, except that, in addition to the
foregoing, Section Two of this Amendment shall not become
effective unless and until there has been an issuance and sale of
not less than $300 million in aggregate principal amount of notes
permitted by new Section 8.03(g) of the Credit Agreement
contemplated by Section One of this Amendment. In addition, the
effectiveness of this Amendment (other than Sections Six and
Eight hereof) is conditioned upon the accuracy of the
representations and warranties set forth in Section Four hereof.
SECTION FOUR - REPRESENTATIONS AND WARRANTIES. In
order to induce the Banks and the Agents to enter into this
Amendment, Borrower represents and warrants to each of the Banks
and the Agents that after giving effect to this Amendment, (a) no
Default or Event of Default has occurred and is continuing; (b)
all of the representations and warranties in the Credit Agreement
and each of the other Credit Documents, after giving effect to
this Amendment, are true and complete in all material respects on
and as of the date hereof as if made on the date hereof (or, if
any suchrepresentation or warranty is expressly stated to have
been made as of a specific date, as of such specific date); (c)
the execution, delivery and performance by Borrower of this
Amendment have been duly authorized; (d) this Amendment
constitutes the legal, valid and binding obligation of Borrower,
enforceable in accordance with its terms, except to the extent
that the enforceability hereof would be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar law
<PAGE>
affecting creditors' rights and by equitable principles
(regardless of whether enforcement is sought in equity or at
law); and (e) neither the execution, delivery or performance by
Borrower of this Amendment nor compliance with the terms and
provisions hereof (i) will contravene any applicable provision of
any law, statute, rule, regulation, order, writ, injunction or
decree of any court or governmental instrumentality of the United
States or any State thereof, (ii) will result in any breach of
any of the terms, covenants, conditions or provisions of, or
constitute a default under (or with notice or lapse of time or
both would constitute a default under), or result in the creation
or imposition of (or the obligation to create or impose) any Lien
upon any of the property or assets of Borrower pursuant to the
terms of, any indenture, mortgage, deed of trust, agreement or
other instrument to which Borrower or any Subsidiary is a party
or by which it or any of its properties or assets are bound or to
which it is subject or (iii) will violate any provision of the
Certificate of Incorporation or By-Laws of Borrower.
SECTION FIVE - REFERENCE TO AND EFFECT ON THE CREDIT
AGREEMENT AND THE NOTES. On and after the effectiveness of this
Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the
Notes and each of the other Credit Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement, as amended by this Amendment. The
Credit Agreement, the Notes and each of the other Credit
Documents, as specifically amended by this Amendment, are and
shall continue to be in full force and effect and are hereby in
all respects ratified and confirmed. The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of any Bank or any Agent under any of
the Credit Documents, nor constitute a waiver of any provision of
any of the Credit Documents.
SECTION SIX - COSTS, EXPENSES AND TAXES. Borrower
agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation,
execution and delivery of this Amendment and the other
instruments and documents to be delivered hereunder, if any
(including, without limitation, the reasonable fees and expenses
of Cahill Gordon & Reindel) in accordance with the terms of
Section 12.01 of the Credit Agreement. In addition, Borrower
shall pay or reimburse any and all stamp and other taxes payable
or determined to be payable in connection with the execution and
delivery of this Amendment and the other instruments and
documents to be delivered hereunder, if any, and agrees to save
each Agent and each Bank harmless from and against any and all
<PAGE>
liabilities with respect to or resulting from any delay in paying
or omission to pay such taxes.
SECTION SEVEN - EXECUTION IN COUNTERPARTS. This
Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of
which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature
page to this Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Amendment.
SECTION EIGHT - GOVERNING LAW. This Amendment shall be
governed by, and construed in accordance with, the laws of the
State of New York (without giving effect to any provisions
thereof relating to conflicts of law).
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
GLOBAL MARINE INC.
By: /s/ W. Matt Ralls
Name: W. Matt Ralls
Title: Vice President & Treasurer
Commitment Amount BANKERS TRUST COMPANY,
Individually and as
Administrative Agent
By: /s/ David J. Bell
Name: David J. Bell
Title: Vice President
<PAGE>
SOCIETE GENERALE,
Individually and as
Managing Agent
By: /s/ John J. Wagner
Name: John J. Wagner
Title: Vice President
CHRISTIANIA BANK OG KREDITKASSE
ASA, NEW YORK BRANCH,
Individually and as Co-Agent
By: /s/ Martin Lunder
Name: Martin Lunder
Title: First Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
Individually and as Co-Agent
By:
Name:
Title:
THE BANK OF NOVA SCOTIA,
Individually and as Co-Agent
By: /s/ F. C. H. Ashby
Name: F. C. H. Ashby
Title: Senior Manager Loan Operations
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By:
Name:
Title:
<PAGE>
THE SANWA BANK LIMITED
By: /s/ Toru Sakamuto
Name: Toru Sakamuto
Title: Vice President
SKANDINAVISKA ENSKILDA BANKEN AB
(publ.)
By: /s/ Magna Haga Per K. Froslich
Name: Magna Haga Per K. Froslich
Title: Head of Unit Head of Admin.
THE SUMITOMO BANK, LIMITED
By: /s/ Harumitsu Seki
Name: Harumsitsu Seki
Title: General Manager
DEN NORSKE BANK ASA, NEW YORK
BRANCH
By:
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By: /s/ Neva Nesbitt
Name: Neva Nesbitt
Title: Vice President
<PAGE>
THE FUJI BANK, LTD.
By: /s/ Nate Ellis
Name: Nate Ellis
Title: Vice President and Manager
