As filed with the Securities and Exchange Commission on May 13, 1999
UNITED STATES
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, 1999
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 April 30, 1999 was 173,584,211.
<PAGE>
GLOBAL MARINE INC.
TABLE OF CONTENTS TO FORM 10-Q
QUARTER ENDED MARCH 31, 1999
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Report of Independent Accountants 2
Condensed Consolidated Statement of Income for the
Three Months Ended March 31, 1999 and 1998 3
Condensed Consolidated Balance Sheet as of
March 31, 1999 and December 31, 1998 4
Condensed Consolidated Statement of Cash Flows for the
Three Months Ended March 31, 1999 and 1998 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 18
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 18
SIGNATURE 19
<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, 1999, and the related condensed
consolidated statements of income and cash flows for the three-month periods
ended March 31, 1999, and 1998. 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, 1998, and the
related consolidated statements of income, shareholders' equity, and cash
flows for the year then ended (not presented herein); and in our report
dated February 22, 1999, 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, 1998, is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
May 12, 1999
<PAGE>
<TABLE>
GLOBAL MARINE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In millions, except per share amounts)
<CAPTION>
Three Months Ended
March 31,
------------------
1999 1998
------ ------
<S> <C> <C>
Revenues:
Contract drilling $157.0 $176.5
Drilling management 70.2 97.4
Oil and gas .8 1.2
------ ------
Total revenues 228.0 275.1
Expenses:
Contract drilling 72.7 60.7
Drilling management 72.7 97.2
Oil and gas .5 .5
Depreciation, depletion, and amortization 21.4 20.6
General and administrative 5.9 5.4
------ ------
Total operating expenses 173.2 184.4
------ ------
Operating income 54.8 90.7
Other income (expense):
Interest expense (13.4) (8.4)
Interest capitalized 4.1 5.2
Interest income .8 .9
------ ------
Total other income (expense) (8.5) (2.3)
------ ------
Income before income taxes 46.3 88.4
Provision for income taxes:
Current tax provision 2.0 5.1
Deferred tax provision 7.5 15.1
------ ------
Total provision for income taxes 9.5 20.2
------ ------
Net income $ 36.8 $ 68.2
====== ======
Earnings per share:
Basic $ 0.21 $ 0.40
Diluted $ 0.21 $ 0.39
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
GLOBAL MARINE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
($ in millions)
ASSETS
<CAPTION>
March 31, December 31,
1999 1998
-------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 51.1 $ 56.9
Accounts receivable, net of allowances 119.7 163.0
Costs incurred on turnkey drilling contracts
in progress 2.0 6.6
Future income tax benefits - 20.0
Prepaid expenses 11.7 15.6
Other current assets 7.2 7.3
-------- --------
Total current assets 191.7 269.4
Properties and equipment:
Rigs and drilling equipment, less accumulated
depreciation of $391.3 at March 31, 1999 and
$371.9 at December 31, 1998 1,257.4 1,262.6
Construction in progress 318.2 236.8
Oil and gas properties, full cost method, less
accumulated depreciation, depletion, and
amortization of $24.8 at March 31, 1999 and
$24.3 at December 31, 1998 14.4 12.7
-------- --------
Net properties and equipment 1,590.0 1,512.1
Future income tax benefits 102.5 89.8
Other assets 93.4 100.3
-------- --------
Total assets $1,977.6 $1,971.6
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
GLOBAL MARINE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (Continued)
($ in millions)
LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
March 31, December 31,
1999 1998
-------- -----------
<S> <C> <C>
Current liabilities:
Accounts payable $ 68.5 $ 99.0
Accrued compensation and related employee costs 17.2 22.5
Accrued income taxes 11.4 12.2
Accrued interest 9.2 9.3
Other accrued liabilities 12.1 9.4
-------- --------
Total current liabilities 118.4 152.4
Long-term debt 750.7 750.7
Capital lease obligation 18.1 17.7
Other long-term liabilities 12.4 10.4
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, 173,500,811 shares and 173,368,384
shares issued and outstanding at March 31, 1999
and December 31, 1998, respectively 17.3 17.3
Additional paid-in capital 322.3 321.5
Retained earnings 738.4 701.6
-------- --------
Total shareholders' equity 1,078.0 1,040.4
-------- --------
Total liabilities and shareholders' equity $1,977.6 $1,971.6
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
GLOBAL MARINE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
<CAPTION>
Three Months Ended
March 31,
------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 36.8 $ 68.2
Adjustments to reconcile net income to net cash
flow provided by operating activities:
Depreciation, depletion, and amortization 21.4 20.6
Deferred income taxes 7.5 15.1
Decrease (increase) in accounts receivable 42.7 (18.7)
Decrease (increase) in costs incurred on
turnkey drilling contracts in progress 4.6 (28.8)
Decrease (increase) in other current assets 4.0 (2.9)
Decrease in noncurrent receivables 3.3 -
(Decrease) increase in accounts payable (30.5) 6.7
Decrease in accrued interest (.1) (3.4)
Decrease in other accrued liabilities (2.9) (20.9)
Other, net 5.5 (.1)
------- -------
Net cash flow provided by operating activities 92.3 35.8
Cash flows from investing activities:
Capital expenditures (98.6) (320.4)
Proceeds from sales of properties and equipment .3 2.0
------- -------
Net cash flow used in investing activities (98.3) (318.4)
Cash flows from financing activities:
Increases in long-term debt - 200.0
Reductions of long-term debt - (60.0)
Net increase in short-term debt - 125.0
Proceeds from exercises of employee stock options .2 1.4
------- -------
Net cash flow provided by financing activities .2 266.4
------- -------
Decrease in cash and cash equivalents (5.8) (16.2)
Cash and cash equivalents at beginning of period 56.9 78.9
------- -------
Cash and cash equivalents at end of period $ 51.1 $ 62.7
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
GLOBAL MARINE INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
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,
with no effect on the consolidated financial position, results of operations,
or cash flows.
The term "Company" refers to Global Marine Inc. and, unless the context
otherwise requires, to the Company's consolidated subsidiaries.
These interim financial statements should be read in conjunction with the
Company's audited financial statements for the year ended December 31, 1998.
Note 2 - Change in Rig Service Lives
In December 1998, the Company conducted an evaluation of the service lives of
the rigs in its drilling fleet. Based on the results of the study, effective
January 1, 1999, the Company increased the estimated useful lives of its
jackups and semisubmersibles to 30 years to better reflect their estimated
economic lives. Prior to the change, jackups were depreciated over 25-year
lives, and semisubmersibles generally were depreciated over 20-year lives.
For the quarter ended March 31, 1999, the effect of the change was to increase
net income by $5.1 million and diluted earnings per share by $0.03.
Note 3 - Earnings per Share
A reconciliation of the numerators and denominators of the basic and diluted
per-share computations for net income follows:
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------
1999 1998
---------- ----------
($ in millions, except per share data)
<S> <C> <C>
Net income (numerator): $ 36.8 $ 68.2
Shares (denominator):
Shares - Basic 173,471,107 172,592,586
Effect of employee stock options 1,818,359 3,445,740
----------- -----------
Shares - Diluted 175,289,466 176,038,326
=========== ===========
Earnings per share:
Basic $0.21 $0.40
Diluted $0.21 $0.39
</TABLE>
<PAGE>
Note 4 - Segment and Geographic Information
Information by operating segment, together with reconciliations to the
consolidated totals, is presented in the following table:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1999 1998
------ ------
(In millions)
<S> <C> <C>
Revenues from external customers:
Contract drilling $ 157.0 $ 176.5
Drilling management services 70.2 97.4
Oil and gas .8 1.2
------- -------
Consolidated $ 228.0 $ 275.1
======= =======
Intersegment revenues:
Contract drilling $ 3.0 $ 5.0
Drilling management services 1.9 .6
Intersegment eliminations (4.9) (5.6)
------- -------
Consolidated $ - $ -
======= =======
Total revenues
Contract drilling $ 160.0 $ 181.5
Drilling management services 72.1 98.0
Oil and gas .8 1.2
Intersegment eliminations (4.9) (5.6)
------- -------
Consolidated $ 228.0 $ 275.1
======= =======
Operating income:
Contract drilling $ 63.9 $ 96.1
Drilling management services (2.6) .1
Oil and gas (.2) .3
Corporate (6.3) (5.8)
------- -------
Consolidated $ 54.8 $ 90.7
======= =======
</TABLE>
<PAGE>
A reconciliation of segment operating income to consolidated income before
income taxes follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1999 1998
------ ------
(In millions)
<S> <C> <C>
Total segment operating income $ 61.1 $ 96.5
Corporate general and administrative expenses (5.9) (5.4)
Corporate depreciation, depletion, and amortization (.4) (.4)
------ ------
Consolidated operating income 54.8 90.7
Interest expense (13.4) (8.4)
Interest capitalized 4.1 5.2
Interest income .8 .9
------ ------
Income before income taxes $ 46.3 $ 88.4
====== ======
</TABLE>
Note 5 - Contingencies
The Company is seeking to resolve a dispute with Sedco Forex Offshore
("Sedco") with respect to a bareboat charter agreement for the drilling
rig, Glomar Grand Banks. The Company assumed rights to the bareboat
charter at the time it acquired ownership of the rig in July 1997. At
issue are the date of termination of the charter, the condition of the rig
upon its return to the Company, and Sedco's liability to pay additional
dayrate. With regard to the first issue, the Company has contended that
the charter expired on January 20, 1998. The parties commenced arbitration
proceedings in London in December 1997, and the arbitration panel ruled in
favor of the Company on that issue. With respect to the other issues, the
Company contends Sedco is responsible under the charter for paying the cost
of certain repairs to the rig and for paying a market dayrate for the period
following termination of the charter and while the rig was in the shipyard
for repairs prior to its return to work for another customer. Sedco
completed using the rig for drilling on May 5, 1998, at which time the rig
entered a shipyard to undergo the repairs at issue. The Company completed
the repairs on October 30, 1998, and mobilized the rig to the east coast
of Canada, where it has been operating for another customer since December.
The arbitration hearing in London with regard to the outstanding issues has
been delayed until no earlier than the first quarter of 2000. The Company
has recorded a noncurrent receivable from Sedco in the amount of $53.7
million at March 31, 1999, consisting of $30.5 million of costs incurred
in connection with rig repairs for which the Company contends Sedco is
responsible and $23.2 million of dayrate revenue recognized in 1998; however,
the Company expects the total claim against Sedco to exceed these amounts.
The Company is involved in various lawsuits resulting from personal injury
and property damage. In the opinion of management, resolution of these
matters will not have a material adverse effect on the Company's results of
operations, financial position, or cash flows.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
OPERATING RESULTS
Summary
Operating income decreased by $35.9 million to $54.8 million for the first
quarter of 1999 from $90.7 million for the first quarter of 1998, and net
income declined by $31.4 million to $36.8 million from $68.2 million. The
declines were attributable to decreases in average rig utilization and
dayrates for contract drilling and the fixed costs of rigs retained by the
Company under term contracts for drilling management services operations.
The declines were partly offset by the addition of three deep-water rigs to
the contract drilling fleet since February 1998.
Data relating to the Company's operations by business segment follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------ Increase
1999 1998 (Decrease)
------ ------ --------
($ in millions)
<S> <C> <C> <C>
Revenues:
Contract drilling $160.0 $181.5 (12%)
Drilling management 72.1 98.0 (26%)
Oil and gas .8 1.2 (33%)
Less: Intersegment revenues (4.9) (5.6) (13%)
------ ------
$228.0 $275.1 (17%)
====== ======
Operating income:
Contract drilling $ 63.9 $ 96.1 (34%)
Drilling management (2.6) .1 na
Oil and gas (.2) .3 na
Corporate expenses (6.3) (5.8) 9%
------ ------
$ 54.8 $ 90.7 (40%)
====== ======
</TABLE>
The weakness in oil prices throughout 1998 caused most oil and gas producers
to substantially reduce their 1999 drilling budgets as compared to 1998
levels. Since year-end 1998, utilization rates for offshore drilling rigs in
all major worldwide markets have continued to fall, and spot market dayrates
for most U.S. Gulf of Mexico jackups have fallen to near cash break-even
levels or below. Spot market dayrates for most deep-water rigs in the U.S.
Gulf of Mexico, as well as all rig types operating outside of the U.S. Gulf
of Mexico, have also fallen but have generally not reached the level of cash
operating costs. In the first quarter of 1999, approximately two-thirds of
the cash contribution from the Company's contract drilling fleet was derived
from its eight deep-water rigs, seven of which were operating under previously
signed contracts at dayrates higher than current market rates. Among the
Company's eight deep-water rigs, two become available in August 1999, one
becomes available in December 1999, two become available in late 2000, and one
becomes available in each of 2001, 2002, and 2003. The Company currently has
five rigs which are idled with no immediate plans for work ("cold-stacked"),
and it is possible that the number of cold-stacked rigs could increase from
current levels. Given the current level of dayrates and utilization, the
Company anticipates lower operating income and cash flow in each of the
remaining three quarters of 1999 as compared to the first quarter of 1999.
In order for dayrates to
<PAGE>
improve, the Company believes that industry utilization will need to
improve significantly from current levels. Since January 1999, the
prices of oil and gas have risen in response to actual and planned OPEC
production cuts. However, the increases in prices have not resulted in
any improvements in drilling demand to date, and it is not clear if the
planned production cuts will be realized or sustained. If oil and gas
prices continue to show strength, the Company is optimistic that drilling
demand and, possibly, dayrates for rigs operating in the U.S. Gulf of
Mexico could begin to improve by 2000.
At March 31, 1999, the Company had $1.2 billion of contract drilling backlog
expected to be realized as follows: $298 million during the remainder of
1999, $377 million in 2000, and $526 million in 2001 through 2003. Contract
drilling backlog at December 31, 1998 was $1.3 billion.
Contract Drilling Operations
Data with respect to the Company's contract drilling operations follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------ Increase
1999 1998 (Decrease)
------ ------ --------
<S> <C> <C> <C>
Contract drilling revenues by area
(in millions): (1)
Gulf of Mexico $ 56.3 $ 71.5 (21%)
North Sea 43.5 33.5 30%
West Africa 27.3 59.5 (54%)
Other 32.9 17.0 94%
------- ------
$ 160.0 $ 181.5 (12%)
======= =======
Average rig utilization (2) 85% 99%
Fleet average dayrate $66,700 $69,800
______________
(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 rigs during the periods they were being
converted to drilling operations from other uses.
</TABLE>
Of the $21.5 million decrease in contract drilling revenues for the first
quarter of 1999 as compared with the comparable quarter of 1998, $24.9
million was attributable to a decrease in average rig utilization, $24.8
million was attributable to a decrease in average dayrates, and $1.8 million
was attributable to a decrease in non-dayrate revenues. These decreases were
partially offset by a $30.0 million increase attributable to the addition of
three deep-water rigs since February 1998.
The Company experienced lower rig utilization in the first quarter of 1999
as compared with the comparable quarter of 1998 in each of its geographic
markets. In the first quarter of 1999, the Company averaged 97 percent
utilization for its rigs in the U.S. Gulf of Mexico, 95 percent in the North
Sea, and 54 percent in West Africa. This compares with first quarter 1998
utilization of Company rigs of 100 percent in both the U.S. Gulf of Mexico
and North Sea and 98 percent in West Africa.
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 U.S. Gulf of Mexico
to the North Sea in May 1998, one jackup from California to the North Sea in
July 1998, and one semisubmersible from the North Sea to the east coast of
Canada in November 1998.
<PAGE>
In December 1998, the Company conducted an evaluation of the service lives of
the rigs in its drilling fleet. Based on the results of the study, effective
January 1, 1999, the Company increased the estimated useful lives of its
jackups and semisubmersibles to 30 years to better reflect their estimated
economic lives. Prior to the change, jackups were depreciated over 25-year
lives, and semisubmersibles generally were depreciated over 20-year lives.
For the quarter ended March 31, 1999, the effect of the change was to decrease
depreciation expense by $6.4 million.
The Company's operating profit margin for contract drilling operations
decreased to 40 percent for the first quarter of 1999 from 53 percent in
the first quarter of 1998 as a result of lower average rig utilization and
dayrates, partly offset by higher margins on three deep-water rigs added
to the drilling fleet in 1998 and by the favorable effect on depreciation
expense of the increase in estimated rig service lives. Contract drilling
operating expenses increased by $10.7 million due to the operating costs
of the three rigs added to the fleet, partly offset by lower expenses due
to cold-stacked rigs and lower depreciation resulting from the increase
in rig lives.
As of May 7, 1999, eleven of the Company's rigs were located in the U.S.
Gulf of Mexico, nine were offshore West Africa, six were in the North Sea,
and one was offshore each of Argentina, Trinidad, Canada, and Peru. In
addition, at May 7 the Glomar Explorer drillship was mobilizing to West
Africa from the U.S. Gulf of Mexico under an existing five-year contract
which commenced in August 1998. At May 7, 1999, seven of the Company's
thirty-one active rigs were without contracts or other commitments.
Drilling Management Services
Drilling management services revenues decreased by $25.9 million to $72.1
million in the first quarter of 1999 from $98.0 million in the first quarter
of 1998, and operating income decreased by $2.7 million to a loss of $2.6
million in the first quarter of 1999 from income of $0.1 million in the first
quarter of 1998. The decrease in revenues consisted of a $13.9 million
decrease attributable to a reduction in the number of turnkey wells completed
to 18 in the first quarter of 1999 from 23 in the first quarter of 1998, a
$7.6 million decrease attributable to lower average turnkey revenues per
well, and a $4.4 million decrease attributable to daywork and other revenues.
The drilling management services operating loss in the first quarter of 1999
was primarily due to the fixed cost of rigs under contract to the Company.
Early in the first quarter of 1999, the Company was paying for the use of
nine rigs under term contracts signed in late 1997 and early 1998 at rates
above current-market rates. The incremental costs of these rigs above what
they would have cost if contracted as needed on the spot market was $8.5
million for the quarter ended March 31, 1999. In addition, in the first
quarter of 1999, the Company recognized $0.8 million of estimated losses on
turnkey wells that were expected to be completed during the second quarter
at a loss. In the first quarter of 1998, the incremental costs of rigs
under term contracts at above then-current market rates was $4.5 million,
and reserves for anticipated future loss wells totaled $3.5 million. The
Company has recorded its known turnkey loss wells as of March 31, 1999;
nevertheless, the Company estimates the effect on second quarter operating
results of the cost of rigs under term contracts at rates above the spot
market will be approximately $2.5 million. By February 28, 1999, the
Company had substantially reduced its obligations related to rigs contracted
at above-market rates, and it expects to have fulfilled substantially all
such obligations by the end of the second quarter of 1999. Currently, the
Company is contracting rigs as needed on a well-by-well basis.
<PAGE>
Drilling management operating results for the first quarter of 1999 were
favorably affected by downward revisions to estimates of the costs of wells
completed in prior periods in the amount of $1.4 million compared to $4.3
million for the comparable quarter of 1998.
Other Income and Expense
General and administrative expenses increased to $5.9 million in the
first quarter of 1999 from $5.4 million in the first quarter of 1998.
The increase was due to increases in professional fees, partly offset
by lower compensation expense of a stock-based compensation plan, which
costs were based on Company performance and the market price of the
Company's common stock.
Interest expense increased to $13.4 million in the first quarter of 1999
from $8.4 million in the first quarter of 1998 primarily due to higher
debt incurred to finance the construction of rigs.
The Company capitalized $4.1 million of interest expense for the first
quarter of 1999 as compared to $5.2 million for the comparable quarter
of 1998, a decrease of $1.1 million. The decrease was due to the
completion of conversion of the Glomar Celtic Sea, which entered service in
the first quarter of 1998, and the Glomar Explorer, which entered service in
the third quarter of 1998, partially offset by interest capitalized on the
two new-builds, the Glomar C.R. Luigs and the Glomar Jack Ryan.
LIQUIDITY AND CAPITAL RESOURCES
The Company's two ultra deep-water drillship construction projects, the
Glomar C.R. Luigs and the Glomar Jack Ryan, are currently on budget. Total
projected net cash outlays in connection with the construction of the
drillships is expected to be $608 million. The Company expects to spend
$374 million, including $31 million of capitalized interest, during 1999 and
early 2000 to complete construction of the rigs. The Glomar C.R. Luigs is
scheduled to be delivered in the fourth quarter of 1999, and the Glomar Jack
Ryan is scheduled to be delivered in the first quarter of 2000. Both rigs
are committed to multi-year contracts on delivery.
For the three months ended March 31, 1999, $92.3 million of cash flow was
provided by operating activities, $0.3 million was provided from sales of
properties and equipment, and $0.2 million was provided from exercises of
employee stock options. From these amounts, plus available cash, $98.6
million was used for capital expenditures.
For the three months ended March 31, 1998, $35.8 million of cash flow
was provided by operating activities, $265.0 million was provided from
net borrowings under the Company's bank revolving credit facilities,
$2.0 million was provided from sales of properties and equipment, and
$1.4 million was provided from exercises of employee stock options. From
these amounts, plus available cash, $320.4 million was used for capital
expenditures.
Capital expenditures for the full year 1999 are anticipated to be $399
million, including $153 million for construction of the Glomar C.R. Luigs,
$162 million for construction of the Glomar Jack Ryan, $51 million for
improvements to the remainder of the drilling fleet, $27 million for
capitalized interest, and $6 million for other expenditures.
<PAGE>
As of March 31, 1999, the Company had $51.1 million in cash and cash
equivalents and $235.0 million available for borrowings under the
Company's bank revolving credit facilities. As of December 31, 1998,
the Company had $56.9 million in cash and cash equivalents.
The Company believes that it will be able to meet all of its current
obligations, including capital expenditures and debt service, from its
existing bank credit facilities, its cash flow from operations, and its
cash and cash equivalents.
YEAR 2000 READINESS DISCLOSURE
The "Year 2000" problem refers to the inability of certain computer
systems and other equipment with embedded chips or processors (collectively
"Business Systems") to correctly interpret the century from a date in which
the year is represented by only two digits. Business Systems which are not
Year 2000 ready may not be able to correctly process certain data, or in
extreme situations, may cause a system to be disabled or fail to function
reliably.
The Company's goal is to have substantially all of its critical Business
Systems functioning properly with respect to the Year 2000 problem by
June 30, 1999, and to develop by June 30, 1999, contingency plans for use
in the event of disruptions caused by the Year 2000 problem. In order to
meet these goals, the Company has established a task force of key employees
and outside professional consultants to identify, repair, and replace, if
necessary, significant Business Systems that have Year 2000 problems. These
overall goals and objectives are referred to as the "Year 2000 Project Plan."
The Year 2000 Project Plan has been divided into various subprojects and
phases. The six subprojects include: Information Technology, Rigs,
Supplier/Customer/Shareholder Relations, Telecommunications, Facilities,
and Employee Benefit Plans. These six subprojects are in various stages of
completion. The Company has identified the Information Technology and Rigs
subprojects as the most critical, based on the possibility of business
disruptions as a result of any Year 2000 failures in these areas. The Company
has made significant progress with its Year 2000 project and estimates that
it is more than three-fourths complete. The Company estimates that it will be
substantially complete with the Year 2000 Project Plan by June 30, 1999.
Information Technology. In 1995 the Company purchased and developed new
accounting, payroll, personnel, and purchasing software as part of the
migration of its computer systems from a mainframe platform to a PC-based
client/server platform. The Company has tested and is retesting the software
to confirm that they are, as the Company believes them to be, Year 2000 ready.
The Company, as part of its normal business operations, has upgraded certain
software as part of its software maintenance agreements and is in the process
of upgrading and modifying other software, to ensure that they are Year 2000
ready. As part of normal business operations, the Company replaces its
computer hardware on an as-needed basis as new technology is developed. The
Company believes its computer hardware to be substantially Year 2000 ready;
however, as part of its Information Technology subproject, it is currently
testing the hardware for such readiness.
Rigs. The Company is in the process of inventorying each drilling rig's
critical Business Systems. This inventory is in the process of being fully
developed and evaluated, and a compilation of written documentation regarding
Year 2000 readiness is underway. On-site surveys are being conducted on each
rig type by an independent consultant. Due to the identical nature of the
equipment on board rigs within a particular rig type, the Company selected 14
of its 31 rigs to be surveyed. The Company believes these
<PAGE>
14 rigs represent all of the rigs in the fleet. As of May 7, the Company
had completed surveys on 13 rigs with minimal remediation required. The
final survey is expected to be completed by June 1, 1999. The Glomar C.R.
Luigs and Glomar Jack Ryan, the Company's new-build, deep-water drillships,
will be assessed and tested during the commissioning of the vessels.
Contingency planning is being conducted in conjunction with assessment.
The Company estimates both contingency planning and assessment will be
completed by June 30, 1999.
As a company that provides offshore drilling rigs, the Company routinely
faces the possibility of a catastrophic event affecting its rigs. A Year
2000 failure could produce such an event, which is the reason the Company
has developed a specific subproject that focuses exclusively on analyzing,
remediating, testing, and contingency planning for possible Year 2000
disruptions aboard its rigs. The Company's present analysis of its most
reasonably likely worst-case scenario for Year 2000 disruptions involves
potential downtime on its semisubmersibles and deep-water drillships under
long-term contract, consisting of its recent conversions, the Glomar
Explorer and Glomar Celtic Sea, the two new-build, deep-water drillships,
the Glomar C.R. Luigs and Glomar Jack Ryan, and the Glomar Grand Banks and
Glomar Arctic I. A Year 2000 failure of critical hardware or software
needed for proper functioning of these vessels could lead to downtime, which
if lengthy, could materially impact the Company's financial condition. The
Arctic class of rigs has been assessed, and no remediation has been required.
The third-party surveys of the Glomar Grand Banks, the Glomar Explorer, and
Glomar Celtic Sea were completed in April 1999. The Company is in the
process of evaluating the results of the surveys, and minimal remediation is
expected on these rigs. Certain critical hardware and software aboard the
Glomar Explorer and Glomar Celtic Sea were tested for Year 2000 readiness
during the commissioning of the vessels. The Glomar C.R. Luigs and Glomar
Jack Ryan will be assessed and tested for Year 2000 readiness during the
commissioning of the vessels. In addition, many of the critical systems on
board these vessels are redundant, so that a failure of one system due to
Year 2000 disruptions will not prevent a vessel from operating. The Company's
contingency plan will consider any significant failure related to the most
reasonably likely worst-case scenario and will factor in severity and duration
of the impact of such a scenario. From this analysis, a Year 2000 contingency
plan will be developed to mitigate those risks.
Supplier/Customer/Shareholder Relations. The Company has initiated
communications with its significant customers, suppliers, and business
partners (collectively "Key Business Partners") to seek Year 2000 readiness
assurances and determine the extent to which their failure to correct their
own Year 2000 problems could affect the Company. The Company's Key Business
Partners include suppliers whose critical function is to provide drilling
rig capital equipment essential to the operation of a rig. As part of normal
business operations, the Company generally does not maintain an inventory of
drilling rig capital equipment replacement parts. Although the Company will
have a contingency plan in place, in the event replacement parts are required
for a rig and the Company is unsuccessful in purchasing the equipment from its
suppliers, the rig could experience idle time resulting in loss of revenue.
Other Key Business Partners include customers who provide the Company's source
of revenue and cash flow. Any disruption in this revenue stream could impact
the Company's cash flow, results of operations, and financial position. In
large measure, the Company must rely on such Key Business Partners to make
accurate and complete disclosures about their Year 2000 efforts in order for
its assessment of their readiness to be effective. Accordingly, the Company
cannot guarantee that Year 2000 problems, if any, in Key Business Partners'
systems on which it relies will be timely resolved, nor, in most cases, can
it reasonably inspect their Year 2000 efforts or independently verify their
representations to the Company. In addition, the Company cannot foretell
the effect on its business operations from the failure of systems owned by
others, from the delivery of inaccurate information from other companies,
or from the inability
<PAGE>
of Key Business Partners' systems to interface with the Company's systems.
Where appropriate, the Company plans to explore the possibility of conducting
tests of critical system interfaces with relevant Key Business Partners. The
Company cannot guarantee that other companies' failure to resolve their Year
2000 problems would not have a material adverse effect on the Company; however,
the Company will continue to assess these risks and prepare accordingly.
Telecommunications. The Company has compiled a list of its inventory of
telecommunications hardware and software and has contacted vendors and
service providers to determine the Year 2000 readiness of their products.
The subproject was completed in April 1999, and no significant remediation
was required, so we believe Telecommunications to be Year 2000 ready.
Facilities. The Company is conducting evaluations of computer-controlled
components within the Company's main offices in the United States and Europe.
In addition, the Company is evaluating the Year 2000 readiness information of
its landlords for its main offices. The Company estimates the assessment
phase will be completed by June 30, 1999.
Employee Benefit Plans. The Company has confirmed the Year 2000 readiness of
its internal systems that interface with its Employee Benefit Plans, as well as
the readiness of its third-party service providers. Testing of the Company's
system interfaces with its service providers is complete.
The Company expects its projected costs for outside consultants for the Year
2000 Project Plan to be approximately $0.8 million, of which $0.6 million has
been incurred as of May 7, 1999. Such costs are exclusive of certain software
corrections or upgrades that are generally made in the normal course of
business and are exclusive of the information system upgrade in 1995, which
was unrelated to the Year 2000 issue. Although the Company presently expects
future costs related to the Year 2000 issue to be immaterial with respect to
the Company's results of operations, cash flow, and financial position, total
costs will be influenced by the Company's ability to successfully identify,
repair, and/or replace the Business Systems that are critical to its business
operations. The Company will be unable to estimate its future costs until it
has significantly completed the assessment, remediation, and testing phases of
the Year 2000 Project Plan, which are expected to be substantially completed
by June 30, 1999. The Company does not separately track the internal costs
of its Year 2000 Project Plan. Such costs are primarily related to payroll
costs of the Company's information technology group. Costs related to the
Year 2000 issue are funded from the Company's operating cash flows.
Contingency planning for each subproject has been incorporated into the
Company's Year 2000 Project Plan and is expected to be substantially
completed by June 30, 1999. The Company has engaged external consultants
to develop contingency plans for Business Systems and certain processes that
are highly critical to its business operations. The contingency plans will
encompass alternative courses of action, with limited reliance on computer
software and hardware, in the event that Business Systems or processes are
not Year 2000 ready. The contingency plans are expected to be substantially
completed by June 30, 1999 with continual updating expected through December
31, 1999.
The Company's expectations regarding the Year 2000 problem are subject to
uncertainties which could affect the Company's results of operations or
financial condition. For example, the Company could be adversely affected
by the inability of its Key Business Partners to remedy their own Year 2000
problems, or the Company could be unsuccessful in identifying or repairing
all of its Year 2000 problems related to its critical business operations,
and as such, the Company's results of operations or financial condition could
be materially impacted. Accordingly, success depends on many factors, some
of which are outside
<PAGE>
the Company's control. Despite reasonable efforts, the Company cannot assure
that it will not experience any disruptions or otherwise be adversely affected
by Year 2000 problems. While the Company does not expect any catastrophic
failures of any of its Business Systems, such belief is based upon future
events which cannot be reasonably predicted. As part of assessing its Year
2000 risks, the Company has initiated communication with its insurance carrier
to determine the extent to which Year 2000 problems are covered.
To the extent that any reader of the above Year 2000 Readiness Disclosure is
other than an investor or potential investor in the Company's equity or debt
securities, this disclosure is made for the sole purpose of communicating or
disclosing information aimed at correcting, helping to correct, and/or avoid
Year 2000 failures. This statement is made with the intention to comply fully
with the Year 2000 Information and Readiness Disclosure Act as signed into law
October 19, 1998. All statements made herein shall be construed within the
confines of that Act.
FORWARD-LOOKING STATEMENTS
Under the Private Securities Litigation Reform Act of 1995, companies
are provided a "safe harbor" for discussing their expectations regarding
future performance. We believe it is in the best interests of our
stockholders and the investment community to use these provisions and
provide such forward-looking information. We do so in this report and
other communications. Our forward-looking statements include things such
as our expectations for future Company performance; our expectation
regarding the amount of our total claim against Sedco; our opinion that
the resolution of various lawsuits will not have a material adverse effect
on our results of operations, financial position, or cash flows; our
projections regarding the dates our eight deep-water rigs will become
available; the possibility that the number of cold-stacked rigs could
increase from current levels; our anticipation of lower operating income
and cash flow in each of the remaining three quarters of 1999 as compared
to the first quarter of 1999; our belief that dayrate improvement will
require a significant improvement in industry utilization from current
levels; our optimism that drilling demand and, possibly, dayrates for rigs
in the U.S. Gulf of Mexico could begin to improve by 2000 if oil and gas
prices continue to show strength; our expectations regarding the amounts
of contract drilling backlog that will be realized each year through 2003;
our estimate of the effect on second quarter operating results of the cost of
rigs under term contracts at rates above the spot market and our expectation
that by the end of the second quarter of 1999 we will have fulfilled
substantially all of our obligations related to such rigs; our projected
net cash outlays in connection with our two drillships currently under
construction, our estimated expenditures during 1999 and 2000 in connection
with the two drillships, and the two drillships' scheduled delivery dates;
our estimated capital expenditures for the full-year 1999; our belief in our
ability to meet our current obligations; our estimated completion dates for
our Year 2000 Project Plan and its various phases, as well as the project's
estimated costs and projected effectiveness; and other statements that are
not historical facts.
Our forward-looking statements speak only as of the date of this report and
are based on currently available industry, financial, and economic data and
our operating plans. They are also inherently uncertain, and investors must
recognize that events could turn out to be materially different from our
expectations.
Factors that could cause or contribute to such differences include, but are
not limited to, changes in the markets for oil and gas and for offshore
drilling services, including changes in demand for our services which may
result from changes in oil and gas operators' drilling programs due to factors
such as
<PAGE>
changing oil and gas prices; the uncertainties inherent in resolving
disputed matters through negotiation, arbitration, litigation, or other
means; uncertainties regarding the plans of our competitors, particularly
with regard to changes in the composition of their rig fleets and the
marketing of their rigs; other competitive and technological changes that
affect our ability to market our services competitively and cost effectively;
the risks of operating in international markets, including changes in
political, economic, trade, and regulatory climates; the operational risks
and uncertainties inherent in offshore oil and gas drilling, particularly on
a turnkey basis; unanticipated costs or delays in our drillship construction
projects due to things such as price inflation, design and engineering
problems, regulatory requirements, and labor difficulties; the risks discussed
above in our Year 2000 Readiness Disclosure; and such other risk factors as
may be discussed in the Company's reports filed with the U.S. Securities and
Exchange Commission.
The Company disclaims any obligation or undertaking to disseminate any
updates or revisions to its statements, forward-looking or otherwise, to
reflect changes in the Company's expectations or any change in events,
conditions, or circumstances on which any such statements are based.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not significant.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Form of Performance Stock Memorandum dated March 12, 1999,
regarding conditional opportunity to acquire Company stock
granted to eight executive officers, respectively.
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
The Company did not file any reports on Form 8-K during the quarter
ended March 31, 1999.
<PAGE>
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 13, 1999 /s/ Thomas R. Johnson
---------------------------------------
Thomas R. Johnson
Vice President and Corporate Controller
(Duly Authorized Officer and Principal
Accounting Officer of the Registrant)
EXHIBIT 99.1
INDEX TO EXHIBITS
10.1 Form of Performance Stock Memorandum dated March 12, 1999,
regarding conditional opportunity to acquire Company stock
granted to eight executive officers, respectively.
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
TO: [Name of Grantee] DATE: 12 March 1999
FROM: Robert E. Rose
SUBJECT: Performance Stock
In order to provide incentive compensation specifically directed
toward achievement of long term performance goals, you have been
granted a conditional right to receive as many as ______ shares
of Global Marine common stock. The company will issue and
deliver to you none, some or all of these shares at the time of
the first regular meeting of the company's board of directors in
2002, depending on the extent to which the performance objectives
set forth in the attached terms and conditions have been
achieved.
This grant amounts to an incremental opportunity to earn
significant compensation, provided that we are able to achieve
the ambitious targets established for cumulative EBITDA and
cumulative net income over the period 1999-2001. These long term
performance goals were established by the Compensation Committee
of the Board of Directors and are designed so the management team
wins if the company's stockholders win.
The attachment contains the terms and conditions of your grant
under this incentive arrangement. I look forward to working with
you in an effective mutual effort to assure that the target goals
are more than accomplished.
Robert E. Rose
Attachment
<PAGE>
Form 1C(2)
(2-99)
GLOBAL MARINE INC.
TERMS AND CONDITIONS
OF
PERFORMANCE STOCK GRANT
(Performance Period 1999-2001)
GLOBAL MARINE INC. (the "Company"), desiring to afford you a
conditional right to receive shares of the Company's common
stock, $.10 par value per share (the "Common Stock"), as added
incentive to achieve the long-term objectives of the Company and
its subsidiaries, has established the following terms and
conditions under which it will issue and deliver shares of Common
Stock to you under the Global Marine 1998 Stock Option and
Incentive Plan (the "Plan").
1. CONDITIONAL RIGHT TO RECEIVE SHARES. At the time of the
first regular meeting of the Company's board of directors
held in 2002, the Company will issue and deliver shares of
the Common Stock to you, up to the full number of shares
stated in the first paragraph of the cover page of this
memorandum (the "Shares"), subject to the terms and
conditions outlined in this memorandum and the terms and
conditions of the Plan as amended from time to time in
accordance with its terms.
2. NUMBER OF SHARES TO BE ISSUED AND DELIVERED. A percentage
of the total number of Shares stated in the first paragraph
of the cover page of this memorandum will be issued and
delivered to you, depending on actual performance of the
Company and its subsidiaries during the period 1999-2001 as
measured against the long-term performance goals of
Cumulative 1999-2001 EBITDA and Cumulative 1999-2001 Net
Income (the "Performance Goals"), which were established by
the Compensation Committee of the Company's board of
directors (the "Compensation Committee"). The percentage
will be determined according to the following grid. The
exact percentage of your recommended award earned under each
Performance Goal will be calculated based on straight-line
interpolation between the percentages shown on the grid.
<TABLE>
<CAPTION>
Percent of Recommended Award Earned
Performance Weighting
Measurement Factor 0% 75% 100%
<S> <C> <C> <C> <C>
Cumulative EBITDA 1999-2001 50% $510MM $625MM $750MM
Cumulative Net Income 1999-2001 50% $ 30MM $120MM $235MM
ZERO PAYOUT IF CUMULATIVE 1999-2001 NET INCOME IS BELOW ZERO.
</TABLE>
3. NON-TRANSFERABLE. You may not transfer your right to
receive Shares under this memorandum other than by will or
by the laws of descent and distribution.
4. TERMINATION OF EMPLOYMENT. You will not be entitled to
receive any of the Shares after termination of your
employment with the Company and its subsidiaries unless such
termination is by reason of early retirement not objected to
by the Compensation Committee, normal retirement, disability
or death, or unless your employment with the Company and its
subsidiaries is terminated by the Company or any such
subsidiary other than for cause (to mean acts of misconduct
harmful to the Company, inadequate performance or
incompetence). If your employment is terminated by reason
of early retirement not objected to by the Compensation
<PAGE>
Committee, normal retirement or disability, or by the
Company or any of its subsidiaries other than for cause, the
number of Shares that the Company would otherwise issue and
deliver to you at the time of the Company's first regular
board meeting held in 2002 will be prorated based on your
months of employment completed during the period 1999-2001
compared to 36 months, and the Company will issue and
deliver to you or your legal representative or
representatives, at the time of said board meeting, a
reduced number of Shares based on such proration. If your
employment is terminated by reason of your death, the total
number of Shares stated in the first paragraph of the cover
page of this memorandum will be multiplied by 50% and the
resulting number will be prorated based on your months of
employment completed during the period 1999-2001 compared to
36 months, and the Company will issue and deliver to the
appropriate person or persons named under your last will and
testament or determined under applicable intestate laws, as
soon as practicable following your death, a reduced number
of Shares based on such multiplication and proration.
Termination of your "employment" with the Company and its
subsidiaries will be deemed to occur at the close of
business on the earliest of (i) the last day on which you
are assigned to a position with the Company or any of its
subsidiaries for the purpose of performing your occupation,
in the case of termination by reason of your early or normal
retirement, disability or death, (ii) the last day of the
period during which you are entitled to receive salary
continuation under any agreement, policy, plan or other
arrangement with the Company or any of its affiliates, in
the case of any termination entitling you to such salary
continuation, (iii) the last day of an approved leave of
absence if you do not resume the performance of your
occupation for the Company or any of its subsidiaries on or
before the next business day, and (iv) the last day on which
you are assigned to a position with the Company or any of
its subsidiaries for the purpose of performing your
occupation in any other case. For purposes of this
paragraph, the term "disability" shall mean any physical or
mental condition which totally and permanently prevents you
from engaging in any substantial gainful activity, as
reasonably determined in good faith by the Compensation
Committee.
5. ADJUSTMENTS. Except as provided in the following paragraph,
if outstanding shares of the class then subject to the
conditional right to receive Shares outlined herein are
increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of the
Company through reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse
stock split, then there will be substituted for each Share
then subject to such right and for each share upon which any
of the Performance Goals are then based the number and class
of shares or securities into or for which each share of the
class subject to such right shall be so changed or
exchanged. Such adjustments will become effective on the
effective date of any such transaction; except that in the
event of a stock dividend or of a stock split effected by
means of a stock dividend or distribution, such adjustments
will become effective immediately after the record date
therefor.
Upon a dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with
one or more corporations as a result of which the Company is
not the surviving company, your right to acquire Shares and
the obligations of the Company hereunder will terminate,
unless provision is made in writing in connection with such
transaction for the assumption of such obligations, or the
substitution for such obligations of similar obligations
<PAGE>
involving the stock of a successor employer corporation, or
a parent or subsidiary thereof, with appropriate adjustments
as to the conditions thereof and the number and kind of
Shares and prices, in which event your right to acquire
Shares and the obligations of the Company hereunder will
continue in the manner and under the terms so provided.
Adjustments under this Section 5 will be made by the
Compensation Committee, whose determination as to what
adjustments will be made, and the extent thereof, will be
final, binding and conclusive. No fractional shares of
stock will be issued pursuant to any right to receive of
Shares hereunder or in connection with any adjustment
contemplated herein.
6. LIMITATION. You will not be entitled to the privileges of
stock ownership in respect of any of the Shares until they
have been issued and delivered pursuant to the terms and
conditions of this memorandum and the Plan.
7. REQUIREMENTS OF LAW AND STOCK EXCHANGES. Your right to
acquire the Shares and the issuance and delivery of the
Shares will be subject to compliance with all applicable
requirements of law. In addition, the Company will not be
required to issue or deliver any certificate or certificates
for any of the Shares prior to the admission of such Shares
to listing on notice of issuance on any stock exchange on
which shares of the same class are then listed.
By accepting receipt of any of the Shares as contemplated
herein, you will be representing and agreeing for yourself
and your transferees by will or by the laws of descent and
distribution that, unless a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"),
is in effect as to the Shares received, any and all Shares
so acquired will be acquired for investment and not for sale
or distribution, and each such acquisition will be
accompanied by a representation and warranty in writing,
signed by the person entitled to make such acquisition, that
the Shares are being so acquired in good faith for
investment and not for sale or distribution. In the event
the Company's legal counsel, at the Company's request,
advises it that registration under the Securities Act of the
acquired Shares is required prior to issuance thereof, the
Company will not be required to issue or deliver the Shares
unless and until such legal counsel advises it that such
registration has been completed or is not required.
By accepting receipt of any of the Shares, you also will be
representing and agreeing for yourself and your transferees
by will or the laws of descent and distribution that if you
are an officer of the Company or any other person who might
be deemed an "affiliate" of the Company under the Securities
Act at the time any Shares that have been acquired are
proposed to be sold, you or they will not sell such Shares
(a) without giving thirty days advance notice in writing to
the Company, and (b) until the Company has advised you or
them that such sale may be made without registration under
the Securities Act or, if such registration is required,
that such registration has been effected.
8. RESTRICTIONS ON SHARE TRANSFER BY CERTAIN PERSONS. Until
six months have elapsed after the date of the Company's
unconditional issuance of Shares to you, you may not
transfer such Shares in a transaction that would constitute
<PAGE>
a "sale" under Section 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), if you are at the
time of the sale a person subject to the provisions of
Section 16 of the Exchange Act.
9. WAGE WITHHOLDING AND EMPLOYMENT TAXES. Your acquisition of
any of the Shares as outlined herein may result in ordinary
income at the time of acquisition. Such ordinary income
will be subject to both wage withholding and employment
taxes, and the Company or your employer may be required to
effect such withholding and/or deduct such taxes. Except as
set forth below, you may make an irrevocable election to
satisfy, in whole or in part, your obligation to reimburse
the Company or your employer for such taxes (an "Election")
by (i) making a cash payment to the Company, (ii) having the
Company deduct the required amount from any cash
compensation that the Company or any of its subsidiaries may
owe you, (iii) surrendering your right to acquire either a
specified number of the Shares or Shares having a specified
value, in each case with a value not in excess of your
related tax liability, (iv) tendering shares previously
issued pursuant to the Plan or other shares of the Company's
common stock owned by you, or (v) combining any or all of
the foregoing in any fashion; provided, however, that, if
you are at the time the withholding obligation arises a
person subject to the provisions of Section 16 of the
Exchange Act, you must satisfy such obligation by
surrendering your right to acquire such number of Shares as
will have a value sufficient to satisfy such obligation, but
not in excess of such liability. The Compensation Committee
may disapprove of any Election or suspend or terminate the
right to make Elections at any time or from time to time.
All withheld or surrendered Shares and other shares tendered
in payment will be valued at their Fair Market Value on the
date the withholding obligation arises. "Fair Market Value"
with regard to stock of the Company on a particular date
shall mean the average of the high and low quotations at
which the stock is traded on that particular date as
reported in the "NYSE-Composite Transactions" section of the
Southwest Edition of The Wall Street Journal for that date
(corrected for obvious typographical errors), or, if no
prices are quoted for that date, on the last preceding date
for which such prices of shares of stock are so quoted. In
the event "NYSE-Composite Transactions" cease to be reported
as such, or in the event that the Company's stock is no
longer quoted on the New York Stock Exchange, an appropriate
substitute published stock quotation system will be selected
by the Compensation Committee, consistent with appropriate
regulatory provisions.
10. CONTINUED EMPLOYMENT AND FUTURE GRANTS. Neither the
granting to you of a right to receive stock nor the other
arrangements outlined herein give you the right to remain in
the employ of the Company or any of its subsidiaries or to
be selected to receive similar or identical grants in the
future.
11. GLOBAL MARINE 1998 STOCK OPTION AND INCENTIVE PLAN, THE
BOARD AND THE COMMITTEE. The conditional right to receive
Shares outlined in this memorandum has been granted to you,
and any issuance and delivery of Shares will be made, under
and pursuant to the Plan as the same shall have been amended
from time to time in accordance with its terms. The
decision of the Company's board of directors or the
Committee on any questions concerning the interpretation or
administration of the Plan or any matters covered in this
memorandum will be final and conclusive. No amendment to
<PAGE>
the Plan or decision of the board or the Committee will
deprive you, without your consent, of any rights hereunder.
A copy of the Plan in its present form is available at the
Company's principal office for inspection during business
hours by you or other persons who may be entitled to acquire
any of the Shares as contemplated herein.
References in this Exhibit A to "this memorandum" (and indirect
references such as "hereof," "hereunder" and "herein") refer to
the attached cover page of this memorandum and this Exhibit A,
each of which constitutes an integral part of this memorandum.
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 12, 1999, on our review of the
condensed consolidated interim financial information of Global Marine Inc.
and subsidiaries for the three months ended March 31, 1999, 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 combined
prospectus constituting part of the Company's Registration Statements on
Form S-3 (Registration Nos. 33-58577 and 333-49807) for the proposed offering
of up to $500,000,000 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/ PricewaterhouseCoopers LLP
Houston, Texas
May 13, 1999
<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 3-31-99 and the related condensed consolidated statement of operations
for the three months ended 3-31-99, 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-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 51,100
<SECURITIES> 0
<RECEIVABLES> 124,400
<ALLOWANCES> 4,700
<INVENTORY> 0
<CURRENT-ASSETS> 191,700
<PP&E> 2,006,100
<DEPRECIATION> 416,100
<TOTAL-ASSETS> 1,977,600
<CURRENT-LIABILITIES> 118,400
<BONDS> 595,700
0
0
<COMMON> 17,300
<OTHER-SE> 1,060,700
<TOTAL-LIABILITY-AND-EQUITY> 1,977,600
<SALES> 800
<TOTAL-REVENUES> 228,000
<CGS> 1,000
<TOTAL-COSTS> 167,300
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,400
<INCOME-PRETAX> 46,300
<INCOME-TAX> 9,500
<INCOME-CONTINUING> 36,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,800
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.21
</TABLE>
