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 March 31, 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
(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 April 30, 1997 was 170,640,997.
<PAGE>
GLOBAL MARINE INC.
TABLE OF CONTENTS TO FORM 10-Q
QUARTER ENDED MARCH 31, 1997
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Report of Independent Accountants 2
Condensed Consolidated Statement of Operations for the
three months ended March 31, 1997 and 1996 3
Condensed Consolidated Balance Sheet as of
March 31, 1997 and December 31, 1996 4
Condensed Consolidated Statement of Cash Flows for the
three months ended March 31, 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 9
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 14
The statements regarding future performance and results and the other
statements which are not historical facts contained in this report are
forward-looking statements. The words "expect," "project," "estimate,"
"predict" and similar expressions are also intended to identify forward-looking
statements. Such statements involve risks and uncertainties, including, but
not limited to, oil and gas prices and other market factors, offshore
drilling rig supply, demand and dayrates, results of future marketing activity,
the dates the Company's rigs undergoing conversion to drilling operations will
commence drilling, rig utilization rates, and costs and other factors discussed
herein and in the Company's other Securities and Exchange Commission filings.
Should one or more such 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 March 31, 1997, and the related condensed
consolidated statements of operations and cash flows for the three-month
periods ended March 31, 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
May 7, 1997
<PAGE>
<TABLE>
GLOBAL MARINE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in millions, except per share amounts)
<CAPTION>
Three Months Ended
March 31,
-------------------
1997 1996
------ ------
Revenues:
<S> <C> <C>
Contract drilling $108.7 $ 78.5
Drilling management 99.0 42.2
Oil and gas 2.6 2.3
------ ------
Total revenues 210.3 123.0
------ ------
Expenses:
Contract drilling 51.8 46.4
Drilling management 85.0 41.4
Oil and gas .8 .8
Depreciation, depletion and amortization 10.6 9.7
General and administrative 4.7 3.7
------ ------
Total operating expenses 152.9 102.0
------ ------
Operating income 57.4 21.0
------ ------
Other income (expense):
Interest expense (8.1) (7.6)
Interest capitalized 3.3 -
Interest income 1.7 1.1
Other (.1) 1.1
------ ------
Total other income (expense) (3.2) (5.4)
------ ------
Income before income taxes 54.2 15.6
Provision (benefit) for income taxes:
Current tax provision 5.4 .7
Deferred tax benefit (30.0) -
------ ------
Total provision (benefit) for income taxes (24.6) .7
------ ------
Net income $ 78.8 $ 14.9
====== ======
Net income per common share $ 0.46 $ 0.09
====== ======
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
GLOBAL MARINE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in millions)
<CAPTION>
March 31, December 31,
1997 1996
--------- ------------
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 92.8 $ 92.9
Marketable securities 31.0 27.5
------ ------
Total cash, cash equivalents and marketable securities 123.8 120.4
Accounts receivable, net of allowances 117.8 104.4
Costs incurred on turnkey drilling contracts in progress 5.8 10.8
Prepaid expenses 11.0 8.0
Other current assets 6.1 2.9
------ ------
Total current assets 264.5 246.5
Properties and equipment:
Rigs and drilling equipment, less accumulated
depreciation of $233.6 and $224.4 at March 31,
1997 and December 31, 1996, respectively 516.8 471.9
Oil and gas properties, full cost method, less
accumulated depreciation, depletion and amortization
of $31.6 and $31.1 at March 31, 1997 and December 31,
1996, respectively 4.9 5.5
------ ------
Net properties and equipment 521.7 477.4
Future income tax benefits, net 100.0 70.0
Other assets 14.7 13.9
------ ------
Total assets $900.9 $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>
March 31, December 31,
1997 1996
--------- ------------
Current liabilities:
<S> <C> <C>
Accounts payable $ 63.3 $ 53.5
Accrued compensation and related employee costs 12.5 19.0
Accrued interest 8.3 1.2
Accrued income taxes 6.1 4.4
Other accrued liabilities 5.3 9.5
------ ------
Total current liabilities 95.5 87.6
Long-term debt 223.9 225.0
Capital lease obligation 16.8 16.6
Other long-term liabilities 20.6 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, 170,392,119 shares and 169,440,569
shares issued and outstanding at March 31, 1997 and
December 31, 1996, respectively 17.0 16.9
Additional paid-in capital 280.6 274.5
Retained earnings 246.5 167.7
------ ------
Total shareholders' equity 544.1 459.1
------ ------
Total liabilities and shareholders' equity $900.9 $807.8
====== ======
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
GLOBAL MARINE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
<CAPTION>
Three Months Ended
March 31,
1997 1996
------ ------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 78.8 $ 14.9
Adjustments to reconcile net income to net
cash provided by operating activities:
Deferred tax benefit (30.0) -
Depreciation, depletion and amortization 10.6 9.7
Gain on sale of oil and gas properties - (1.1)
Increase in accounts receivable (13.4) (11.1)
Decrease (increase) in costs incurred on turnkey
drilling contracts in progress 5.0 (1.1)
Increase in other current assets (6.2) (8.5)
Increase (decrease) in accounts payable 9.6 (2.2)
Increase in accrued interest 7.1 7.2
Decrease in other accrued liabilities (5.9) (3.1)
Other, net .8 -
------ ------
Net cash flow provided by operating activities 56.4 4.7
------ ------
Cash flows from investing activities:
Capital expenditures (55.5) (9.2)
Purchases of held-to-maturity securities (19.0) (4.9)
Proceeds from maturities of held-to-maturity securities 15.5 40.1
Proceeds from sales of properties and equipment .6 .3
------ ------
Net cash flow (used in) provided by investing activities (58.4) 26.3
------ ------
Cash flows from financing activities:
Proceeds from exercise of employee stock options 3.0 2.0
Reductions of long-term debt (1.1) -
------ ------
Net cash flow provided by financing activities 1.9 2.0
------ ------
(Decrease) increase in cash and cash equivalents (.1) 33.0
Cash and cash equivalents at beginning of period 92.9 33.2
------ ------
Cash and cash equivalents at end of period $ 92.8 $ 66.2
====== ======
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 period 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 - Net Income per Share
Net income per common share was computed by dividing net income by the weighted
average number of common shares outstanding and, if their effect was material,
common stock equivalents, which primarily consisted of outstanding employee
stock options. Net income per common share for the three months ended
March 31, 1997 and 1996, was based on 170,043,727 and 166,817,244 weighted
average shares, respectively. Common stock equivalents were excluded from the
computation of earnings per share for both periods because their effect was not
material.
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 be required to adopt the new standards in the fourth
quarter of 1997 and to restate prior periods for comparative purposes.
The adoption of SFAS No. 128 is not expected to have a material effect on
the Company's earnings per share.
Note 3 - Offer to Purchase Senior Secured Notes
The terms of the indenture governing the Company's 12-3/4% Senior Secured Notes
due 1999 (the "Notes") require the Company to offer to purchase 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
Notes. Under the terms of the offer, which expired on March 4, 1997, holders
had the right to require the Company to repurchase Notes for a cash purchase
price equal to 100% of the principal amount thereof plus accrued and unpaid
interest. In March the Company purchased all of the 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.
<PAGE>
Note 4 - Income Taxes
In the first quarter of 1997, the Company recorded a credit to the deferred
income tax provision in the amount of $30.0 million. The adjustment consisted
of an increase in the recognized amount of future tax benefits of the Company's
unused net operating loss ("NOL") carryforwards, partially offset by the tax
effect of NOL carryforwards used during the quarter. As previously reported,
under SFAS No. 109, "Accounting for Income Taxes," the Company is required to
recognize the future tax benefits of NOL carryforwards if it is "more likely
than not" that they will be realized on future tax returns.
At December 31, 1996, the Company had $1.1 billion in NOL carryforwards for tax
purposes expiring in various amounts between 2001 and 2009, and the amount of
the unrecognized future tax benefits related to the NOL carryforwards would, if
fully recognized, approximate $252 million at March 31, 1997. The Company will
continue to reevaluate its ability to utilize its NOL carryforwards in future
periods and, in compliance with SFAS No. 109, record any resulting adjustments
to deferred income tax expense. In addition, the Company will charge to
deferred income tax expense the benefits of NOL carryforwards actually used in
future quarters. The future earnings impact, which could be material, could be
positive or negative, depending on the net result of such adjustments and
charges.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Operating Results
Summary
The Company reported operating income of $57.4 million for the first quarter of
1997 compared to $21.0 million for the prior-year first quarter. The
improvement in operating results was 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
March 31,
------------------ Percentage
1997 1996 Change
------ ------ ----------
(in millions)
Revenues:
<S> <C> <C> <C>
Contract drilling $112.0 $ 79.8 40%
Drilling management 99.0 42.8 131%
Oil and gas 2.6 2.3 13%
Less: Intersegment revenues (3.3) (1.9) 74%
------ ------
$210.3 $123.0 71%
====== ======
Operating income:
Contract drilling $ 47.2 $ 23.3 103%
Drilling management 13.9 0.8 1,638%
Oil and gas 1.3 0.8 63%
Corporate expenses (5.0) (3.9) 28%
------ ------
$ 57.4 $ 21.0 173%
====== ======
</TABLE>
The Company reported net income of $78.8 million for the first quarter of 1997
as compared to $14.9 million for the first quarter of 1996. Net income for the
first quarter of 1997 included a $30.0 million noncash credit adjustment to
deferred income taxes. As previously reported in the Company's Annual Report
on Form 10-K for the year ended December 31, 1996, Financial Accounting Standard
No. 109 requires that the Company periodically reevaluate the amount of the
future tax benefits of net operating loss carryforwards recognized in its
financial statements and that it make corresponding adjustments.
In the first quarter of 1997, dayrates continued to increase in all geographic
markets served by the Company as a result of strong demand, and the market
for drilling management services continued to expand.
<PAGE>
Contract Drilling Operations
Data with respect to the Company's contract drilling operations follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------ Percentage
1997 1996 Change
------ ------ ----------
Contract drilling revenues by area (in millions): (1)
<S> <C> <C> <C>
Gulf of Mexico $ 47.7 $29.3 63%
West Africa 44.3 21.2 109%
North Sea 19.9 21.3 (7%)
Other .1 8.0 (99%)
------ -----
$112.0 $79.8 40%
====== =====
Average rig utilization (2) 98% 100%
Fleet average dayrate $47,400 $32,400
</TABLE>
- -------------------
(1) Includes revenues earned from affiliates.
(2) Excludes the Glomar Beaufort Sea I concrete island drilling system, a
currently inactive, special-purpose mobile offshore rig designed
for arctic operations, and the Glomar Explorer and Glomar Celtic Sea,
which are being converted to drilling rigs from other uses.
Of the $32.2 million increase in contract drilling revenues for the first
quarter of 1997 compared to the first quarter of 1996, $36.2 million was
attributable to increases in dayrates, partially offset by a decrease
of $4.0 million attributable to lower rig utilization. The lower rig
utilization was due primarily to the Glomar Arctic I, which was mobilized
from the North Sea to the Gulf of Mexico in December 1996 and was off
contract for 53 days during the first quarter of 1997 while being upgraded for a
16-month deep-water contract. The Glomar Arctic I began drilling under the
contract in late February. Revenues for certain geographical areas were also
affected by four rig mobilizations to West Africa in 1996, including
the mobilization of one jackup from the Gulf of Mexico, one jackup from Abu
Dhabi, one jackup from Trinidad, and one drillship from the Middle East.
The Company's operating profit margin for contract drilling operations increased
to 42 percent for the first quarter of 1997 from 29 percent in the first
quarter of 1996 as a result of higher dayrates. Cash operating expenses
increased by $7.4 million due to, among other factors, a higher payout in 1997
with respect to two of three rigs under a net revenue-sharing arrangement with
Transocean Drilling AS and the commencement of a drilling contract in West
Africa in June 1996 for a rig which was operated by a third party in the
first quarter of 1996 under a management contract with the Company.
As of May 7, 1997, twelve of the Company's rigs were located in the U.S. Gulf of
Mexico, eleven were offshore West Africa, and three were in the North Sea.
At May 7, all 26 of the Company's active rigs were under contract.
In late May the Company will mobilize the Glomar Labrador I from the North Sea
to offshore Argentina where it is scheduled to begin drilling in July under
a 12-month contract; in June the Company will mobilize the Glomar Adriatic IV
from West Africa to offshore California where it is scheduled to begin
operating for a customer in July under a 12-month contract; and in July the
Company will mobilize the
<PAGE>
Glomar Adriatic VII from the Gulf of Mexico to offshore Trinidad where it is
scheduled to commence drilling for a customer for a minimum period of seven
months. The costs of these rig mobilizations will be reimbursed by the
respective customers.
The Glomar Celtic Sea semisubmersible is scheduled to commence drilling in deep
waters of the U.S. Gulf of Mexico under a three-year, $160 million contract
in the fourth quarter of 1997 after its conversion is completed. The Glomar
Explorer drillship is scheduled to begin operating in the Gulf of Mexico
under a five-year, $262 million deep-water contract during the first quarter of
1998 after its conversion.
The Company anticipates that contracts on 13 of the Company's 26 rigs operating
under contracts as of May 7, 1997, will expire at varying times on or prior
to August 31, 1997. 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 a number of its rigs on short-term contracts in periods of rising
dayrates, enabling the Company to contract at higher dayrates as rigs become
available.
Drilling Management Services
Revenues from drilling management services increased by $56.2 million to $99.0
million in the first quarter of 1997 from $42.8 million in the first quarter of
1996, and operating income increased by $13.1 million to $13.9 million in the
first quarter of 1997 from $0.8 million in the first quarter of 1996. The
$56.2 million improvement in revenues for the quarter consisted of a $40.7
million increase attributable to an increase in the number of turnkey wells
completed, from 13 in the first quarter of 1996 to 27 in the first quarter of
1997, a $12.9 million increase attributable to daywork and other revenues, and
a $2.6 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 14 percent for the first quarter of 1997
from 2 percent for the first quarter of 1996. The increase in profit margin
was attributable in part to the higher average turnkey revenues per well for
the first quarter of 1997 and increased efficiencies in drilling the 1997 wells.
In addition, the Company incurred a loss of $0.5 million on one well in the
first quarter of 1997, compared to a loss of $1.5 million on two wells in the
first quarter of 1996. Due to the risks inherent in turnkey drilling
operations, the Company is not able to predict if it will be able to maintain
the higher profit margins in the future.
Other Income and Expense
General and administrative expenses increased to $4.7 million in the first
quarter of 1997 from $3.7 million in the first quarter of 1996. Most of the
increase in 1997 was attributable to costs of a stock-based employee
compensation plan, which costs are based in part on changes in the market price
of the Company's common stock.
<PAGE>
The amount of interest capitalized increased by $3.3 million in the 1997 first
quarter compared to the corresponding 1996 quarter. The increase was a
result of interest capitalized in connection with the conversions of the
Glomar Celtic Sea and Glomar Explorer.
Interest income increased to $1.7 million in the first quarter of 1997 from $1.1
million in the first quarter of 1996 due to larger cash investments and
higher interest rates earned thereon.
In the first quarter of 1996, the Company recognized a gain of $1.1 million on
the sale of two oil and gas properties.
For the first quarters of 1997 and 1996, the current provision for income
taxes was not significant due to the Company's use of its net operating
loss carryforwards for U.S. federal income tax purposes. The current tax
provision for each quarter primarily consisted of income taxes applicable to
foreign countries in which the Company had no NOL carryforwards.
When compared to the first quarter of 1996, deferred income taxes decreased in
the first quarter of 1997 by the amount of a $30.0 million noncash adjustment
recorded in the 1997 quarter. The adjustment consisted of an increase in the
recognized amount of future tax benefits of the Company's unused NOL
carryforwards, partially offset by the tax effect of NOL carryforwards used
during the quarter. As previously reported, under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," the Company is
required to recognize the future tax benefits of NOL carryforwards if it is
"more likely than not" that they will be realized on future tax returns.
At December 31, 1996, the Company had $1.1 billion in NOL carryforwards for tax
purposes expiring in various amounts between 2001 and 2009, and the amount of
the unrecognized future tax benefits related to the NOL carryforwards would,
if fully recognized, approximate $252 million at March 31, 1997. The Company
will continue to reevaluate its ability to utilize its NOL carryforwards in
future periods and, in compliance with SFAS No. 109, record any resulting
adjustments to deferred income tax expense. In addition, the Company will
charge to deferred income tax expense the benefits of NOL carryforwards
actually used in future quarters. The future earnings impact, which could be
material, could be positive or negative, depending on the net result of such
adjustments and charges.
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 be required to adopt the new
standards in the fourth quarter of 1997 and to restate prior periods 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.
For the three months ended March 31, 1997, $56.4 million of cash flow was
provided by operating activities, $3.0 million was provided from exercises of
employee stock options, $55.5 million was used for capital expenditures, and
$3.5 million was used for purchases of held-to-maturity securities (net of
maturities). For the comparable prior-year period, cash flow provided by
operating activities totaled $4.7
<PAGE>
million and proceeds from maturities of marketable securities (net of
purchases) totaled $35.2 million, of which $9.2 million was used for capital
expenditures.
Capital expenditures for the full year 1997 are anticipated to be $306 million,
including $138 million for the conversion of the Glomar Explorer, $113
million for the conversion of the Glomar Celtic Sea, $32 million for
improvements to the remainder of the drilling fleet, $20 million for capitalized
interest, and $3 million for other expenditures.
The Company currently intends to retire the remaining $223.9 million principal
amount of its 12-3/4% Senior Secured Notes in December 1997, at a price of
102 percent of principal, as permitted under the indenture governing the
Notes. If the Notes are retired in December, the Company would record an
extraordinary loss of approximately $6.8 million in the fourth quarter of 1997.
As of March 31, 1997, the Company had $123.8 million in cash, cash equivalents
and marketable securities, including $2.9 million which was restricted from
use for general corporate purposes. As of December 31, 1996, the Company had
$120.4 million in cash and marketable securities, including restricted
amounts of $58.2 million.
In February 1997 the Company terminated a collateralized $25 million revolving
credit and letter of credit facility, which was to have expired in December
1998 and under which there were no borrowings, and it entered into a new
two-year unsecured facility with a group of major international banks under
which the Company can borrow up to $100 million with a $25 million sublimit for
trade and standby letters of credit. Each borrowing under the new credit
facility would accrue interest at one of several market-based interest rates.
The unused portion of the credit facility is subject to an annual commitment fee
of one-quarter of one percent.
The Company believes that it will be able to meet all of its current
obligations, including capital expenditures and scheduled debt service, from
its cash flow from operations and its cash, cash equivalents and marketable
securities. If, however, the Company retires the Notes as planned in December,
a portion would be financed through debt.
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 the registration statement.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 First Amendment to Global Marine Inc. Executive Supplemental
Retirement Plan of 1990.
10.2 First Amendment to Global Marine Executive Deferred Compensation
Trust.
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.)
b) Reports on Form 8-K
During the first quarter of 1997, the Company filed a Current Report
on Form 8-K, dated March 11, 1997, which reported under Item 5,
"Other Events," that the Company had purchased the full $1,070,000
aggregate principal amount of its 12-3/4% Senior Secured Notes due
1999 tendered under the terms of a Note purchase offer.
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: May 7, 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
10.1 First Amendment to Global Marine Inc. Executive Supplemental
Retirement Plan of 1990.
10.2 First Amendment to Global Marine Executive Deferred Compensation Trust.
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.)
EXHIBIT 10.1
GLOBAL MARINE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN OF 1990
FIRST AMENDMENT
Global Marine Inc. ("GMI") established the Global Marine
Executive Supplemental Retirement Plan of 1979 (the "Prior Plan")
for the purpose of providing a method of attracting mid-career
executives for key positions within top management by
supplementing the retirement benefit under the Global Marine
Retirement Plan for Employees and any other retirement plan.
Effective May 9, 1990, the Prior Plan was amended and restated in
its entirety as the Global Marine Executive Supplemental
Retirement Plan of 1990 (the "Plan"), and Global Marine
Corporate Services Inc. (the "Company") was substituted for GMI
as Plan sponsor with GMI guaranteeing all benefits under the
Plan. The Company and GMI, in the exercise of the power under
Section 3.1 of the Plan to amend the Plan, do by these presents
amend Section 2.3(c) of the Plan, effective May 9, 1990, to read
as follows:
"(c)The participant's total years and
completed months of employment by an
Employer, to a maximum of fifteen (15)
years."
Terms used in this First Amendment and not defined
herein are used as they are defined in the Plan. References in
the Plan to "this Plan" (and indirect references such as "hereof"
and "herein") are amended to refer to the Plan as amended by this
First Amendment.
IN WITNESS WHEREOF, the Company and GMI have caused
these present to be executed by their duly authorized officers
this 6th day of May 1997.
GLOBAL MARINE CORPORATE SERVICES INC.
By: /S/ J. L. MCCULLOCH
President
GLOBAL MARINE INC.
By: /S/ J. L. MCCULLOCH
Vice President
EXHIBIT 10.2
GLOBAL MARINE INC.
EXECUTIVE DEFERRED
COMPENSATION TRUST AGREEMENT
FIRST AMENDMENT
THIS FIRST AMENDMENT TO THE GLOBAL MARINE EXECUTIVE
DEFERRED COMPENSATION TRUST AGREEMENT, which was originally made
and entered into the 23rd day of February, 1996, but effective
January 1, 1995, by and between GLOBAL MARINE CORPORATE SERVICES
INC., a California corporation having its principal offices in
Houston, Texas ("Company"), and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association ("Trustee");
WHEREAS, the Company has established the Global Marine
Executive Deferred Compensation Trust (the "Trust") pursuant to the
Global Marine Executive Deferred Compensation Trust Agreement (the
"Trust Agreement"); and
WHEREAS, the Company has reserved the right under Section
12 of the Trust Agreement to amend the Trust Agreement by a written
instrument executed by the Trustee and the Company;
NOW, THEREFORE, the parties do hereby agree that Section
1 (b) of the Trust Agreement shall be amended effective as of
January 1, 1997, to read thereafter as follows:
"(b) The Trust shall be irrevocable from and after
January 1, 1997."
IN WITNESS WHEREOF, the parties have caused these
presents to be executed by their duly authorized officers this 26th
day of February, 1997.
GLOBAL MARINE CORPORATE SERVICES INC.
By: /S/ J. L. MCCULLOCH
Vice President
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, Trustee
By: /S/ M. S. GREENWOOD
Vice President
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 May 7, 1997, on our review of the condensed
consolidated interim financial information of Global Marine Inc. and
subsidiaries for the three months ended March 31, 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
May 7, 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 3-31-97 and the related condensed consolidated statement of operations
for the three months ended 3-31-97, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 92,800
<SECURITIES> 31,000
<RECEIVABLES> 119,400
<ALLOWANCES> 1,600
<INVENTORY> 0
<CURRENT-ASSETS> 264,500
<PP&E> 786,900
<DEPRECIATION> 265,200
<TOTAL-ASSETS> 900,900
<CURRENT-LIABILITIES> 95,500
<BONDS> 223,900
0
0
<COMMON> 17,000
<OTHER-SE> 527,100
<TOTAL-LIABILITY-AND-EQUITY> 900,900
<SALES> 2,600
<TOTAL-REVENUES> 210,300
<CGS> 1,300
<TOTAL-COSTS> 148,200
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,100
<INCOME-PRETAX> 54,200
<INCOME-TAX> (24,600)
<INCOME-CONTINUING> 78,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 78,800
<EPS-PRIMARY> .46
<EPS-DILUTED> 0
</TABLE>
