UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
Commission File Number: 2-56600
GLOBAL INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)
Louisiana 72-1212563
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 Global Drive
P.O. Box 442, Sulphur, LA 70664-0442
(Address of principal executive offices) (Zip Code)
(337) 583-5000
(Registrant's telephone number, including area code)
107 Global Circle
P. O. Box 61936, Lafayette, LA 70596-1936
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. X Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of the Registrant's Common Stock outstanding as of
October 31, 1999 was 91,146,540.
Global Industries, Ltd.
Index - Form 10-Q
Part I
Item 1. Financial Statements - Unaudited
Independent Accountants' Report 3
Consolidated Statements of Operations 4
Consolidated Balance Sheets 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk 22
Part II
Item 1. Legal Proceedings 23
Item 6. Exhibits and Reports on Form 8-K 23
Signature 24
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
Global Industries, Ltd.
We have reviewed the condensed consolidated financial statements of Global
Industries, Ltd. and subsidiaries, as listed in the accompanying index, as
of September 30, 1999 and for the quarter and nine-month periods ended
September 30, 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 of 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 such condensed consolidated financial statements 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 of Global Industries, Ltd. and
subsidiaries as of December 31, 1998, and the related consolidated statements
of operations, shareholders' equity, cash flows, and comprehensive income for
the nine months then ended (not presented herein); and in our report dated
February 12, 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.
DELOITTE & TOUCHE LLP
November 2, 1999
New Orleans, Louisiana
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
Quarter Ended Nine Months Ended
September 30, September 30,
------------------------ ------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
Revenues $ 129,274 $ 120,575 $ 300,909 $ 300,251
Cost of Revenues 110,523 89,674 263,293 215,020
---------- ---------- ---------- ----------
Gross Profit 18,751 30,901 37,616 85,231
Equity in Net (Loss) of
Unconsolidated Affiliate (5,658) (1,329) (10,658) (3,691)
Selling, General and
Administrative Expenses 7,456 7,968 20,138 19,028
---------- ---------- ---------- ----------
Operating Income 5,637 21,604 6,820 62,512
---------- ---------- ---------- ----------
Other Income (Expense):
Interest Expense (4,126) (2,822) (9,762) (4,759)
Goodwill amortization (882) (42) (948) (126)
Other 114 178 3,254 1,079
---------- ---------- ---------- ----------
(4,894) (2,686) (7,456) (3,806)
---------- ---------- ---------- ----------
Income (Loss) Before
Income Taxes 743 18,918 (636) 58,706
Provision (Benefit) for
Income Taxes (2,685) 6,621 (3,168) 20,598
---------- ---------- ---------- ----------
Net Income $ 3,428 $ 12,297 $ 2,532 $ 38,108
========== ========== ========== ==========
Weighted Average Common
Shares Outstanding:
Basic 91,014,000 91,155,000 90,863,000 91,594,000
Diluted 92,777,000 93,532,000 92,536,000 93,563,000
Net Income Per Share:
Basic $ 0.04 $ 0.13 $ 0.03 $ 0.42
Diluted $ 0.04 $ 0.13 $ 0.03 $ 0.41
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
September 30, December 31,
1999 1998
----------------- -----------------
ASSETS
Current Assets:
Cash $ 36,328 $ 25,368
Escrowed funds 2,269 2,447
Receivables 114,420 107,992
Advances to and receivables from
unconsolidated affiliate -- 8,190
Other receivables 22,886 --
Prepaid expenses and other 11,491 9,874
----------------- -----------------
Total current assets 187,394 153,871
----------------- -----------------
Escrowed Funds and Restricted Cash 5,821 9,143
----------------- -----------------
Property and Equipment, net 544,679 535,386
Other Assets:
Deferred charges, net 19,911 16,218
Goodwill, net 50,483 2,249
Investment in and advances to
unconsolidated affiliate -- 10,655
Other 2,865 3,349
----------------- -----------------
Total other assets 73,259 32,471
----------------- -----------------
Total $ 811,153 $ 730,871
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt
and short-term debt $ 74,199 $ 2,190
Accounts payable 76,039 53,005
Employee-related liabilities 5,977 8,086
Other accrued liabilities 17,636 11,953
----------------- -----------------
Total current liabilities 173,851 75,234
----------------- -----------------
Long-Term Debt 192,922 208,607
----------------- -----------------
Deferred Income Taxes 43,618 49,502
Commitments and Contingencies
Shareholders' Equity:
Preferred stock -- --
Common stock, 92,518,019 and
92,110,929 shares issued,
respectively 925 921
Additional paid-in capital 215,031 213,518
Treasury stock at cost,
1,429,500 shares (15,012) (15,012)
Accumulated other comprehensive
income (loss) (8,970) (8,155)
Retained earnings 208,788 206,256
----------------- -----------------
Total shareholders' equity 400,762 397,528
----------------- -----------------
Total $ 811,153 $ 730,871
================= =================
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
-------------------------
1999 1998
---------- ----------
Cash Flows From Operating Activities:
Net income $ 2,532 $ 38,108
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 39,537 30,244
Deferred income taxes (5,865) 13,284
Equity in net (earnings) loss of
unconsolidated affiliate 10,658 3,691
(Gain) loss on disposal of assets 4 (72)
Other 116 (868)
Changes in operating assets and liabilities
(net of acquisitions):
Receivables (276) (16,749)
Receivables from unconsolidated affiliate (7,151) (6,387)
Prepaid expenses and other 981 (792)
Accounts payable and accrued liabilities (2,884) (8,389)
---------- ----------
Net cash provided by operating activities 37,652 52,070
---------- ----------
Cash Flows From Investing Activities
(net of acquisitions):
Additions to property and equipment (24,785) (140,334)
Proceeds from sale of equipment 171 349
Escrowed funds 3,500 13,926
Additions to deferred charges (8,526) (15,333)
Net (advances to) repayment of advances
to unconsolidated affiliate/former affiliate (22,989) 7,723
Other 399 (760)
---------- ----------
Net cash (used in) investing activities (52,230) (134,429)
---------- ----------
Cash Flows From Financing Activities
(net of acquisitions)
Proceeds from sale of common stock 1,337 3,004
Purchase of treasury stock -- (11,229)
Net proceeds of short-term debt 1,495 --
Proceeds of long-term debt 26,687 87,000
Payments of long-term debt (3,885) (4,076)
---------- ----------
Net cash provided by financing activities 25,634 74,699
---------- ----------
Effect of Exchange Rate Changes on Cash (96) (93)
Cash:
Increase 10,960 (7,753)
Beginning of period 25,368 27,115
---------- ----------
End of period $ 36,328 $ 19,362
========== ==========
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
Notes To Consolidated Financial Statements (Unaudited)
1. Basis of Presentation - The accompanying unaudited consolidated financial
statements include the accounts of Global Industries, Ltd. and its wholly
owned subsidiaries (the "Company" or "Global"). Through June 30, 1999,
Global Industries, Ltd. had a 49% ownership in CCC Fabricaciones y
Construcciones, S.A. de C.V. ("CCC") which was accounted for by the equity
method. Effective December 31, 1998, the Company changed its fiscal year-end
from March 31 to December 31 of each year.
In the opinion of management of the Company, all adjustments (such adjustments
consisting only of a normal recurring nature) necessary for a fair presentation
of the operating results for the interim periods presented have been included
in the unaudited consolidated financial statements. Operating results for
the periods ended September 30, 1999, are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999. These
financial statements should be read in conjunction with the Company's audited
consolidated financial statements and related notes thereto included in the
Company's Transition Report on Form 10-K for the nine months ended December
31, 1998.
The financial statements required by Rule 10-01 of Regulation S-X have been
reviewed by independent public accountants as stated in their report included
herein.
2. Recent Accounting Pronouncement - In June 1998, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards No.
133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133").
SFAS 133 establishes accounting and reporting standards for derivative
instruments and hedging activities and requires,among other things, that an
entity recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value. As amended, SFAS
133 requires adoption of the new accounting standard for fiscal years
beginning after June 15, 2000. The Company is currently reviewing the
implications of SFAS 133 and the effect on its consolidated financial
statements.
3. Financing Arrangements - During March 1999, the Company amended the terms
of its existing credit agreement with a syndicate of commercial banks to, among
other things, remove a provision that reduced the amount available by borrowings
outstanding under a separate credit agreement between the banks and CCC, the
Company's former joint venture in Mexico.
As discussed in Note 6, the Company assumed approximately $32.0 million of CCC
indebtedness in connection with the acquisition of CCC's offshore marine
construction business. This debt consisted of a term loan with Bank One, Texas
dated March 30, 1999, payable in monthly installments of $695,000, with a final
installment of $540,000, plus interest at variable rates, maturing in September,
2002. The Bank One debt is secured by a guaranty of Global Industries, Ltd.
Also, assumed was a term loan with Heller Financial Services dated May 1998,
payable in monthly installments of $291,667 plus interest at variable rates
which matures in April, 2003. The debt with Heller Financial Services is
collateralized by the Sara Maria, Atlas del Mar, Ingeniero I, and Ingeniero II
vessels.
The Company maintains a $250 million revolving line of credit under a loan
agreement ("Restated Credit Agreement") with a syndicate of commercial banks.
The revolving credit facility reduces to $150 million on July 1, 2000 and to
$100.0 million on July 1,2001. The amount of available credit decreases by
borrowings outstanding ($170 million at September 30, 1999) and outstanding
letters of credit issued under the loan agreement ($38.3 million at
September 30, 1999). At September 30, 1999, as a result of the terms of the
credit facility, $58.3 million of debt outstanding under the revolving line
of credit has been reclassified from long-term debt to current maturities of
long-term debt.
For continuing access to the revolving line of credit, the Company must remain
in compliance with the covenants of the Restated Credit Agreement, including
covenants relating to the maintenance of certain financial ratios. At September
30, 1999, the Company was not in compliance with some of these covenants.
However, the banks have waived all defaults existing at of September 30, 1999.
As a consequence of the waiver, $111.6 million of debt has not been accelerated.
4. Income Taxes - Related to the sale of Global's interest in CCC, the
Company recognized a $4.9 million tax benefit on the capital loss on the
investment in CCC in the quarter ended September 30, 1999. The disproportionate
relationship between income before income taxes and income tax expense (benefit)
is attributable to this tax benefit.
5. Commitments and Contingencies - The Company is a party to legal
proceedings and potential claims arising in the ordinary course of business.
Management does not believe these matters will materially effect the Company's
consolidated financial statements.
During August 1998, the Board of Directors authorized the expenditure of up to
$30.0 million to purchase shares of the Company's outstanding common stock. No
limit was placed on the duration of the purchase program. No shares were
purchased during the nine months ended September 30, 1999. The Company has
purchased 1,429,500 shares since the authorization at a total cost of $15.0
million.
In the normal course of its business activities, the Company provides letters
of credit to secure the performance and/or payment of obligations, including
the payment of workers' compensation obligations. Additionally, the Company
has issued a letter of credit as collateral for $28.0 million of Port
Improvement Revenue Bonds. As of September 30, 1999, outstanding letters of
credit and bonds approximated $38.3 million. Also in the normal course of its
business activities, the Company provides performance, bid, and payment bonds
pursuant to agreements or to obtaining such agreements to perform construction
services. The aggregate of these bonds at September 30, 1999 was $7.9 million.
The Company estimates that the cost to complete capital expenditure projects in
progress at September 30, 1999 approximates $17.2 million.
6. Investment in and Advances to Unconsolidated Affiliate/Former Affiliate -
In March 1999, Global and its partner, restructured CCC, their joint venture in
Mexico. Under the restructuring, Global's partner, through the assumption of
CCC debt, contributed additional capital of approximately $16.5 million to CCC.
Global, through the forgiveness of advances and receivables due from CCC,
contributed additional capital of approximately $15.8 million to CCC.
Subsequent to this transaction, in a Transaction Agreement effective July 1,
1999, Global acquired the offshore marine construction business of CCC and
sold its interest in CCC to CCC's other principal shareholder. Under the terms
of the transaction, Global acquired four marine vessels, a marine support base
at Cuidad del Carmen, Mexico, and existing contracts to perform approximately
$72.0 million of offshore marine construction. As consideration for the assets
acquired, Global assumed approximately $32.0 million of CCC indebtedness, which
Global had previously guaranteed, and other net accounts payable and liabilities
of approximately $45.2 million related to CCC's offshore marine construction
operations. The acquisition has been accounted for as a purchase and,
accordingly, the acquisition cost has been allocated to the net tangible assets
acquired based on their fair market values with the excess of approximately
$49.4 million, recorded as goodwill. The goodwill is being amortized on the
straight-line method over 15 years. The results of operations of the acquired
business are included in the financial statements from the date of
acquisition.
During the course of the relationship with CCC, Global made advances for
operations and guaranteed certain indebtedness and commitments of CCC. Also,
in the normal course of business, Global chartered vessels and purchased
supplies for CCC. In the quarter ended September 30, 1999, a 5.5 million
letter of credit issued on behalf of CCC was paid. Also paid was a
guaranteed project-financing debt of $23.5 million of which $9.9 million
remained unpaid at September 30, 1999, but which has been subsequently
collected with interest. Global also made net short-term advances of $9.5
million to CCC during the nine months ended September 30, 1999. The
receivable from CCC at September 30, 1999 is $22.9 million which is
represented by the following (in millions):
Net advances and trade receivables $ 22.9
Letter of credit paid 5.5
Payment of guaranteed project - financing debt 9.9
Payable to CCC assumed in acquisition of offshore
marine construction business (15.4)
--------
Net receivable from CCC $ 22.9
7. Industry Segment Information - The following tables present information
about the profit or loss of each of the Company's reportable segments for the
quarters and nine months ended September 30, 1999 and 1998. The information
contains certain allocations of corporate expenses that the Company deems
reasonable and appropriate for the evaluation of results of operations.
Quarter Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
1999 1998 1999 1998
-------- -------- -------- --------
(in thousands)
Revenues from external customers:
Gulf of Mexico Offshore Construction $ 43,080 $ 52,385 $ 94,251 $120,861
Gulf of Mexico Diving 5,090 12,735 14,083 23,823
Gulf of Mexico Marine Support 5,665 7,868 13,629 25,874
West Africa 15,998 15,318 67,235 51,555
Asia Pacific 13,330 16,112 53,934 28,747
Latin America 45,725 9,517 53,943 23,650
Intersegment revenues:
Gulf of Mexico Offshore Construction $ 291 $ 288 $ 767 $ 1,187
Gulf of Mexico Diving 3,668 4,866 7,777 18,750
Gulf of Mexico Marine Support 3,077 2,957 7,628 6,825
West Africa -- -- -- --
Asia Pacific -- -- -- --
Latin America -- -- -- --
Income (loss) before income taxes:
Gulf of Mexico Offshore Construction $ 3,321 $ 10,693 $ 4,636 $ 18,075
Gulf of Mexico Diving 986 5,939 (961) 14,410
Gulf of Mexico Marine Support (89) 2,817 (1,837) 10,764
West Africa (1,083) (2,232) 9,279 8,833
Asia Pacific (2,240) 2,321 (3,015) 4,034
Latin America (294) 953 (5,671) 2,880
The following table reconciles the reportable segments' revenues and income or
loss presented above, to the Company's consolidated totals.
Quarter Ended Nine Months Ended
September 30, September 30,
-------------------- --------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(in thousands)
Total Revenues
For reportable segments $135,924 $122,046 $313,247 $301,272
For other segments 736 6,888 4,288 26,157
Elimination of intersegment
revenues (7,386) (8,359) (16,626) (27,178)
--------- --------- --------- ---------
Total Consolidated revenues $129,274 $120,575 $300,909 $300,251
========= ========= ========= =========
Income (loss) before income taxes
For reportable segments $ 601 $ 20,491 $ 2,431 $ 58,996
For other segments (1,468) (9) (5,735) 1,497
Unallocated corporate income
(expense) 1,610 (1,564) 2,668 (1,787)
--------- --------- --------- ---------
Total Consolidated income
(loss) before taxes $ 743 $ 18,918 $ (636) $ 58,706
========= ========= ========= =========
8. Comprehensive Income (Loss) - The Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"),
effective April 1, 1998. SFAS 130 establishes standards for reporting and
display of comprehensive income (loss) and its major components. Comprehensive
income (loss) includes net income and other comprehensive income (loss) which,
in the case of the Company, currently includes only foreign currency
translation adjustments.
Following is a summary of the Company's comprehensive income (loss) for the
quarters and nine months ended September 30, 1999 and 1998:
Quarter Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
1999 1998 1999 1998
--------- --------- --------- ---------
Net income (loss) $ 3,428 $ 12,297 $ 2,532 $ 38,108
Other comprehensive income (loss):
Foreign currency translation
adjustments (730) 67 (815) (2,221)
--------- --------- --------- ---------
Comprehensive income (loss) $ 2,698 $ 12,364 $ 1,717 $ 35,887
========= ========= ========= =========
9. Supplemental disclosures of Cash Flow Information - Supplemental cash
flow information for the nine months ended September 30, 1999 and 1998 follows:
Nine Months Ended
September 30,
1999 1998
---------- ----------
(in thousands)
Non-cash investing and financing activities:
Fair value of assets acquired $ 27,831 $ --
Goodwill acquired 49,410 --
Fair value of liabilities assumed $ 77,241 $ --
---------- ----------
10. Proposed Acquisition of Business - On August 3, 1999, Global entered
into a definitive agreement to acquire ETPM, SA ("ETPM"), a leading
international offshore construction company wholly owned by Groupe GTM of
France. Under the terms of the agreement, Global will pay Groupe GTM $265.0
million in cash for the outstanding stock of ETPM and enter into a lease
purchase of Groupe GTM's interest in two vessels providing for annual fees and
the purchase of such interest in January 2002 for $25.0 million. This
acquisition will be accounted for as a purchase and, accordingly, the total
acquisition cost will be allocated to the net tangible assets acquired based on
their fair market values with the excess recorded as goodwill. The goodwill
will be amortized on the straight-line basis over 20 years. Global and Groupe
GTM have differences on several issues contained in the share purchase
agreement and as a result, the timing of the consummation of the transaction
is uncertain. However, Global is continuing its efforts with Groupe GTM to
find solutions to the issues which have prevented the closing. Global plans
to finance the acquisition with a new senior credit facility and up to $200
million of short-term bridge financing.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The following discussion presents management's discussion and analysis of the
Company's financial condition and results of operations. Certain of the
statements included below, including those regarding future financial
performance or results or that are not historical facts, are or contain
"forward-looking" information as that term is defined in the Securities Act
of 1933, as amended. The words "expect," "believe," "anticipate," "project,"
"estimate," and similar expressions are intended to identify forward-looking
statements. The Company cautions readers that any such statements are not
guarantees of future performance or events and such statements involve risks,
uncertainties, and assumptions. Factors that could cause actual results to
differ from those expected include, but are not limited to, dependence on the
oil and gas industry and industry conditions, general economic conditions
including interest rates and inflation, competition, the ability of the
Company to continue its acquisition strategy, successfully manage its growth,
and obtain funds to finance its growth, operating risks, contract bidding
risks, the use of estimates for revenue recognition, risks of international
operations, risks of vessel construction such as cost overruns, changes in
government regulations, and disputes with construction contractors, dependence
on key personnel and the availability of skilled workers during periods of
strong demand, the impact of regulatory and environmental laws, the ability
to obtain insurance, as well as the other factors discussed below. Operating
risks include hazards such as vessel capsizing, sinking, grounding, colliding,
and sustaining damage in severe weather conditions. These hazards can also
cause personal injury, loss of life, severe damage to and destruction of
property and equipment, pollution and environmental damage, and suspension of
operations. The risks inherent with international operations include political,
social, and economic instability, exchange rate fluctuations, currency
restrictions, nullification, modification, or renegotiations of contracts,
potential vessel seizure, nationalization of assets, import-export quotas, and
other forms of public and governmental regulation. Should one or more of these
risks or uncertainties materialize or should the underlying assumptions prove
incorrect, actual results and outcomes may differ materially from those
indicated in the forward-looking statements.
The following discussion should be read in conjunction with the Company's
unaudited consolidated financial statements for the periods ended September 30,
1999 and 1998, included elsewhere in this report and the Company's audited
consolidated financial statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations included in the Company's
Transition Report on Form 10-K for the nine months ended December 31, 1998.
As a result of the prolonged worldwide oil price weakness that began in
mid-1997 and continued into early 1999, oil and gas companies reduced their
capital expenditures. Consequently, the Company has continued to experience an
overall decline in the demand for its services and increased competition for
available projects in the periods ended September 30, 1999 when compared to the
periods ended September 30, 1998. The increased competition, which resulted
from the lower oil price conditions, the greater contribution to revenues from
Asia Pacific, which historically has had lower margins than other areas, larger
equity losses from Global's investment in CCC, and increased interest expense
as a result of the Company's higher debt levels have resulted in overall lower
net income for the nine months ended September 30, 1999 compared to the nine
months ended September 30, 1998. Although there has been improvement in oil
and gas pricing during the second half of 1999, the Company does not expect
significant improvement in its industry during the remainder of the year, and
the first quarter of next year. Accordingly, the Company has implemented
several cost reduction initiatives. See "Industry Outlook" below.
Recent Developments
In a Transaction Agreement effective July 1, 1999, Global acquired the offshore
marine construction business of CCC and sold its interest in CCC to CCC's other
principal shareholder. Under the terms of the transaction, Global acquired
four marine vessels, a marine support base at Cuidad del Carmen, Mexico, and
existing contracts to perform approximately $72.0 million of offshore marine
construction. As consideration for the assets acquired, Global assumed
approximately $32.0 million of CCC indebtedness, which Global had previously
guaranteed, and other net accounts payable and liabilities of approximately
$45.2 million related to CCC's offshore marine construction operations. The
acquisition has been accounted for as a purchase and, accordingly, the
acquisition cost has been allocated to the net tangible assets acquired based
on their fair market values with the excess, approximately $49.4 million,
recorded as goodwill. The goodwill is being amortized on the straight-line
method over 15 years.
On August 3, 1999, Global entered into a definitive agreement to acquire ETPM,
SA ("ETPM"), a leading international offshore construction company wholly owned
by Groupe GTM of France. Under the terms of the agreement, Global will pay
Groupe GTM $265.0 million in cash for the outstanding stock of ETPM and enter
into a lease purchase of Groupe GTM's interest in two vessels providing for
annual fees and the purchase of such interest in January 2002 for $25.0
million. This acquisition will be accounted for as a purchase and,
accordingly, the total acquisition cost will be allocated to the net tangible
assets acquired based on their fair market values with the excess recorded as
goodwill. The goodwill will be amortized on the straight-line basis over 20
years. Global and Groupe GTM have differences on several issues contained in
the share purchase agreement and as a result, the timing of the consummation
of the transaction is uncertain. However, Global is continuing its efforts
with Groupe GTM to find solutions to the issues which have prevented the
closing.
In connection with the acquisition of ETPM and to restructure the existing
credit facility, the Company plans to enter into a new $550 million credit
facility, which will replace its existing credit facility. The new credit
facility is expected to consist of (i) a $100 million interim term loan,
(ii) a $250 million term loan facility that is a combination of five and six
year term loans, and (iii) a $200 million five year revolving credit
facility. Stock of the Company's subsidiaries and substantially all of the
Company's assets will collateralize the loans under the new credit facility.
In order to consummate the ETPM acquisition, the Company also plans to obtain
up to $200 million of bridge financing. The Company expects to repay the
bridge financing with proceeds from a Common Stock offering.
Results of Operations
The following table sets forth, for the periods indicated, the Company's
statements of operations expressed as a percentage of revenues.
Quarter Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
1999 1998 1999 1998
-------- -------- -------- --------
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues (85.5) (74.4) (87.5) (71.6)
Gross profit 14.5 25.6 12.5 28.4
Equity in net earnings (loss) of
unconsolidated affiliate (4.3) (1.1) (3.5) (1.2)
Selling, general and administrative
expenses (5.8) (6.6) (6.7) (6.3)
-------- -------- -------- --------
Operating income 4.4 17.9 2.3 20.9
Interest expense (3.2) (2.3) (3.2) (1.6)
Other income (expense), net (0.6) 0.1 0.7 0.3
-------- -------- -------- --------
Income (loss) before income taxes 0.6 15.7 (0.2) 19.6
Provision (benefit) for income taxes (2.1) 5.5 (1.0) 6.9
-------- -------- -------- --------
Net income 2.7% 10.2% 0.8% 12.7%
======== ======== ======== ========
Quarter Ended September 30, 1999 Compared to Quarter Ended September 30, 1998
Revenues. Revenues for the quarter ended September 30, 1999 of $129.3 million
were 7% higher than revenues for the quarter ended September 30, 1998 of $120.6
million. Increased revenues from the offshore marine construction business in
Mexico, (now consolidated after our acquisition in July) accounted for the
increase, which was partially offset by lower revenues from all Gulf of Mexico
segments, Asia Pacific, and other international areas.
Gross Profit. For the quarter ended September 30, 1999, the Company had gross
profit of $18.8 million compared with $30.9 million for the quarter ended
September 30, 1998. The 64% decrease was largely the result of less operating
activity in the Gulf of Mexico, less construction barge activity in Asia
Pacific and West Africa, the greater contribution to revenues from Latin
America, which had lower margins than last year's overall margin, and lower
pricing for the Company's services. As a percentage of revenues, gross profit
for the quarter ended September 30, 1999 was 14.5% compared to 25.6% for the
quarter ended September 30, 1998.
Selling, General, and Administrative Expenses. For the quarter ended September
30, 1999, selling, general, and administrative expenses of $7.5 million were 6%
lower than the $8.0 million reported during the quarter ended September 30,
1998. As a percentage of revenues, such expenses decreased to 5.8% for the
quarter ended September 30, 1999, compared to 6.6% for the quarter ended
September 30, 1998. The decrease is principally attributable to reduced
expenditures for consulting services, taxes, and other fees as compared to
last year. The decrease was partially offset by selling, general, and
administrative costs of the offshore marine construction business acquired
from CCC and costs associated with the Company's relocation of certain
administrative functions to Carlyss, Louisiana.
Depreciation and Amortization. Depreciation and amortization, including
amortization of drydocking costs and goodwill, for the quarter ended September
30, 1999 was $15.4 million compared to $12.8 million recorded in the quarter
ended September 30, 1998. The 20% increase was principally attributable to
the higher employment of the Hercules and increased employment of construction
barges in Latin America during the quarter ended September 30, 1999 compared
to the quarter ended September 30, 1998. The consolidation of the Mexico
operations resulting from the acquisition of CCC's business also contributed
to the increase. The Hercules and the barges employed in Mexico are
depreciated on a units-of-production basis. Goodwill amortization for the
quarter ended September 30, 1999 was $0.9 million compared to less than $0.1
million for the quarter ended September 30, 1998. The increase in goodwill
amortization is attributable to the goodwill recorded as a result of the
acquisition of CCC's offshore marine construction business. Higher amounts of
drydock amortization also contributed to the increase in depreciation and
amortization. Lower employment of other construction barges that are also
depreciated on a units-of-production basis partially offset the increase.
Interest Expense. Interest expense was $4.1 million net of capitalized
interest for the quarter ended September 30, 1999, compared to $2.8 million
for the quarter ended September 30, 1998. The increase was principally due to
higher average debt outstanding, including CCC debt that Global assumed as part
of the CCC acquisition. To a lesser extent, higher interest rates also
contributed to the increase.
Net Income. The Company had net income of $3.4 million for the quarter ended
September 30, 1999, compared to net income of $12.3 million recorded for the
quarter ended September 30, 1998. The decline was principally due to the
overall decline in demand for services, pricing decreases, losses associated
with CCC, and increased interest expenses. Included in net loss for the quarter
ended September 30, 1999 is a $5.7 million loss associated with the Company's
49% ownership interest in CCC. The loss associated with the CCC ownership for
the quarter ended September 30, 1998 was $1.3 million. Related to the sale of
Global's interest in CCC, the Company recognized a $4.9 million tax benefit for
the capital loss on the investment in CCC.
The Company's effective tax rate for the quarter ended September 30, 1999 was
(361.4)%, compared to 35% for the quarter ended September 30, 1998. The
disproportionate relationship between income before income taxes and income
tax expense (benefit) for 1999 is attributable to this tax benefit.
Segment Information. The Company has identified six reportable segments as
required by SFAS 131. The following discusses the results of operations for
each of those reportable segments.
Gulf of Mexico Offshore Construction - Decreased demand for pipelay services
and pricing decreases were partially offset by increased derrick installation
and removal activity, some of which was performed by the Hercules. However,
this segment's gross revenues decreased 18% to $43.4 million (including $0.3
million intersegment revenues) for the quarter ended September 30, 1999
compared to $52.7 million (including $0.3 million intersegment revenues) for
the quarter ended September 30, 1998. The reduced pipelay activity and
decreased pricing caused income before income taxes to decline to $3.3 million
during the quarter ended September 30, 1999 compared to $10.7 million for the
quarter ended September 30, 1998.
Gulf of Mexico Diving - Gross revenues for the quarter ended September 30, 1999
decreased 50% to $8.8 million (including $3.7 million intersegment revenues)
from $17.6 million (including $4.9 million intersegment revenues) for the same
period in 1998. This segment's revenues decreased because of a decline in
diving activity and reduced pricing. The overall lower activity levels and
resulting lower prices caused income before income taxes to decrease to $1.0
million for the quarter ended September 30, 1999, compared to income before
income taxes of $5.9 million during the quarter ended September 30, 1998.
Gulf of Mexico Marine Support - Gross revenues from Gulf of Mexico marine
support services declined 19% to $8.7 million (including $3.1 million
intersegment revenues) for the quarter ended September 30, 1999, compared to
$10.8 million (including $3.0 million intersegment revenues) for the quarter
ended September 30, 1998. Decreased demand and consequent pricing decreases
for the Company's liftboat services and decreased activity for the Pioneer
resulted in a decline in this segment's revenues. The Pioneer's revenues were
derived mostly in support of the other Gulf of Mexico segments. The lower
activity and pricing decreases resulted in a loss before income taxes of
$0.1 million for the quarter ended September 30, 1999, compared to income
before income taxes of $2.9 million during the quarter ended September 30,
1998.
West Africa - For the quarter ended September 30, 1999, gross revenues
increased 4% to $16.0 million compared to $15.3 million for the quarter ended
September 30, 1998. Low barge activity resulted in low margins. Loss before
income taxes decreased 52% to $1.1 million during the quarter ended September
30, 1999 compared to a loss before income taxes of $2.3 million for the
quarter ended September 30, 1998.
Asia Pacific - Asia Pacific construction barge activity also decreased because
of reduced demand. For the quarter ended September 30, 1999, gross revenues
decreased 17% to $13.3 million from $16.1 million for the quarter ended
September 30, 1998. The lower activity resulted in a loss before income taxes
of $2.2 million during the quarter ended September 30, 1999 compared to income
before income taxes of $2.3 million for the quarter ended September 30, 1998.
Latin America - The acquisition of CCC's offshore marine construction business
and construction activity in Venezuela resulted in higher revenues from Latin
America. For the quarter ended September 30, 1999, gross revenues from Latin
America increased to $45.7 million compared to $9.5 million for the quarter
ended September 30, 1998. Income before income taxes and equity in the net
loss of CCC was $6.4 million for the quarter ended September 30, 1999, compared
to income before income taxes and equity in the net loss of CCC of $1.2 million
during the quarter ended September 30, 1998. As a result of the CCC
acquisition, revenues from the Mexico offshore marine construction business are
now consolidated. Equity in CCC losses was $5.7 million for the quarter ended
September 30, 1999 compared to equity in CCC losses of $1.3 for the quarter
ended September 30, 1998.
Nine Months Ended September 30, 1999 Compared to Nine Months Ended
September 30, 1998
Revenues. Revenues for the nine months ended September 30, 1999 of $300.9
million were nearly the same as revenues of $300.3 million for the nine months
ended September 30, 1998. Increased West Africa and Asia Pacific revenues
along with the consolidation of revenues from the Mexico offshore construction
business resulting from the acquisition of CCC's offshore marine construction
business in Mexico were offset by decreased revenues resulting largely from
decreased activity in other areas, including Gulf of Mexico and other
international areas, and lower pricing for the Company's services resulting
from declining demand and increased competition for available projects.
Gross Profit. For the nine months ended September 30, 1999, the Company had
gross profit of $37.6 million compared with $85.2 million for the nine months
ended September 30, 1998. The 56% decrease was largely the result of decreased
activity in certain areas including Gulf of Mexico, Asia Pacific, and other
international areas, lower pricing for the Company's services, and a higher
fabrication and procurement content for certain projects. As a percentage of
revenues, gross profit for the nine months ended September 30, 1999 was 12.5%
compared to the gross profit percentage earned for the nine months ended
September 30, 1998 of 28%.
Selling, General, and Administrative Expenses. For the nine months ended
September 30, 1999, selling, general, and administrative expenses of $20.1
million were 6% higher than the $19.0 million reported for the nine months
ended September 30, 1998. As a percentage of revenues, they increased to 6.7%
for the nine months ended September 30, 1999, compared to 6.3% for the nine
months ended September 30, 1998. The increase is principally attributable to
selling, general, and administrative costs of the business acquired from CCC
and cost associated with the Company's relocation of certain administrative
functions to Carlyss, Louisiana.
Depreciation and Amortization. Depreciation and amortization, including
amortization of drydocking costs and goodwill, for the nine months ended
September 30, 1999 was $39.9 million compared to the $30.2 million recorded
in the nine months ended September 30, 1998. The 32% increase was principally
attributable to increased employment of the Hercules during the nine months
ended September 30, 1999 when compared to its employment during the nine months
ended September 30, 1998. The Hercules is depreciated on a units-of-production
basis. Goodwill amortization for the nine months ended September 30, 1999 was
$0.9 million compared to $0.1 million for the quarter ended September 30,
1998. The increase in goodwill amortization is attributable to the goodwill
recorded as a result of the acquisition of CCC's offshore marine construction
business in July 1999. Higher amounts of drydock amortization also contributed
to the increase. Lower employment of other vessels that are also depreciated
on a units-of-production basis partially offset the increase.
Interest Expense. Interest expense was $9.8 million net of capitalized
interest for the nine months ended September 30, 1999, compared to $4.8 million
for the nine months ended September 30, 1998. The increase was principally
due to higher average debt outstanding, including CCC debt that Global assumed
in connection with the acquisition of CCC's offshore marine construction
business. To a lesser extent, higher interest rates also contributed to the
increase.
Net Income. Net income for the nine months ended September 30, 1999 was $2.5
million, compared to net income of $38.1 million recorded for the nine months
ended September 30, 1998. The decrease was principally due to the overall
decline in demand for services, pricing decreases, losses associated with CCC,
and increased interest expense. Included in net income for the nine months
ended September 30, 1999 is a $10.7 million loss associated with the Company's
previous 49% ownership interest in CCC. The loss associated with the CCC
ownership for the nine months ended September 30, 1998 was $3.7 million. The
increase in CCC's loss was attributable to lower operating activity, unabsorbed
operating expenses, adjustments to prior period provisions. Related to the
sale of Global's interest in CCC, the Company recognized a $6.7 million tax
benefit for the capital loss realized from the sale, which is included in net
income. Excluding the tax benefit on the capital loss, the Company's effective
tax rate on income excluding the equity in CCC losses was 35% for the nine
months ended September 30, 1999 and 33% for the nine months ended September 30,
1998.
Segment Information. The Company has identified six reportable segments as
required by SFAS 131. The following discusses the results of operations for
each of those reportable segments.
Gulf of Mexico Offshore Construction - During the nine months ended September
30, 1999, decreased demand for pipelay services and pricing decreases were
partially offset by increased derrick installation and removal activity by the
Hercules. However, segment's gross revenues declined 22% to $95.0 million
(including $0.8 million intersegment revenues) for the nine months ended
September 30, 1999 from $122.0 million (including $1.2 million intersegment
revenues) for the nine months ended September 30, 1998. Income before income
taxes decreased to $4.6 million during the nine months ended September 30,
1999 compared to income before income taxes of $18.1 million for the nine
months ended September 30, 1998.
Gulf of Mexico Diving - Gross revenues and income before income taxes from
diving-related services in the Gulf of Mexico declined due to decreased demand
and reduced pricing for the first nine months of 1999. Gross revenues for the
nine months ended September 30, 1999 declined 49% to $21.9 million (including
$7.8 million intersegment revenues) from $42.6 million (including $18.8 million
intersegment revenues) for the same period of 1998. The overall lower activity
levels and lower prices resulted in a loss before income taxes of $1.0 million
for the nine months ended September 30, 1999 compared to income before income
taxes of $14.4 million during the nine months ended September 30, 1998.
Gulf of Mexico Marine Support - Decreased demand and reduced pricing also
affected the Gulf of Mexico marine support services for the first nine months
of 1999. Gross revenues from Gulf of Mexico marine support services declined
34% to $21.3 million (including $7.6 million intersegment revenues) for the nine
months ended September 30, 1999, from $32.7 million (including $6.8 million
intersegment revenues) for the same period of 1998. The overall lower activity
levels and lower prices resulted in a loss before income taxes of $1.8 million
for the nine months ended September 30, 1999 compared to income before income
taxes of $10.8 million during the nine months ended September 30, 1998.
West Africa - Increased activity helped increase revenues from West Africa for
the first nine months of 1999. For the nine months ended September 30, 1999,
gross revenues increased 30% to $67.2 million compared to $51.6 million for
the nine months ended September 30, 1998. Income before taxes increased 5% to
$9.3 million during the nine months ended September 30, 1999 compared to $8.8
million for the nine months ended September 30, 1998.
Asia Pacific - Asia Pacific construction revenues benefited from higher
construction barge activity during the nine months ended September 30, 1999.
For the nine months ended September 30, 1999, gross revenues increased 88% to
$53.9 million compared to $28.7 million for the nine months ended September 30,
1998. However, the segment had a loss before income taxes of $3.0 million
during the nine months ended September 30, 1999 compared to income before
income taxes of $4.0 million for the nine months ended September 30, 1998.
The decline in profits was attributable to lower pricing for offshore
construction services and cost overruns on certain of those projects.
Latin America - The acquisition of CCC's offshore marine construction business
and construction activity in Venezuela resulted in higher net revenues from
Latin America for the first nine months of 1999. For the nine months ended
September 30, 1999, revenues increased to $53.9 million from $23.7 million for
the nine months ended September 30, 1998. Income before income taxes and
equity in CCC losses was $5.0 million for the nine months ended September 30,
1999, compared to income before income taxes and equity in CCC losses of $6.6
million during the nine months ended September 30, 1998. Equity in CCC losses
was $10.7 million for the nine months ended September 30, 1999 compared to
equity in CCC losses of $3.7 for the nine months ended September 30, 1998.
The increase in CCC's loss was attributable lower activities, unabsorbed
operating expenses, and adjustments to prior period provisions.
Liquidity and Capital Resources
The Company's operations generated net cash flow of $37.7 million during the
nine months ended September 30, 1999. Cash from operations and available cash
along with $25.6 million provided by financing activities were used to fund
investing activities of $52.2 million. Investing activities consisted
principally of (i) capital expenditures, (ii) dry-docking costs, (iii) the
release from escrow of Lake Charles Harbor and Terminal District Port
Improvement Revenue Bonds proceeds, and (iv) advances to CCC. Working capital
decreased $65.1 million during the nine months ended September 30, 1999 from
$78.6 million at December 31, 1998 to $13.5 million at September 30, 1999.
During the quarter, the Company reclassified $58.3 million of debt outstanding
under the Company's revolving line of credit from long-term debt to current
maturities of long-term debt as a result of the terms of the Company's
existing credit facility. The Company also assumed $32.0 million of debt
acquired from CCC of which $11.8 has a maturity of less than one year and is
classified as current.
Capital expenditures during the nine months ended September 30, 1999 aggregated
$24.8 million, including $3.6 million for continued conversion and upgrade of
the Hercules, $8.3 million for continued construction of the Carlyss,
Louisiana deepwater support facility and pipebase, and $7.1 million for the
construction of a shorebase facility in Batam, Indonesia.
The Company estimates that the cost to complete capital expenditure projects
in progress at September 30, 1999, will be approximately $17.2 million all of
which is expected to be incurred during the next twelve months.
The Company has postponed completion of the addition of reel pipelay
capability to the Hercules, but the Company does expect the completion to
occur within the next twelve months. The estimated remaining costs to
complete the Hercules upgrades are approximately $5 million.
The Company is constructing a deepwater support facility and pipebase near
Carlyss, Louisiana. In October 1999, the Company relocated substantially all
operations and administration that were in Houma, Amelia, and Lafayette,
Louisiana to the Carlyss Facility. Estimated completion is in the fourth
quarter of the year ending December 31, 1999 at a total cost of approximately
$38.2 million, including approximately $37.7 million incurred through
September 30, 1999. Tax exempt revenue bonds issued by the Lake Charles
Harbor and Terminal District financed approximately $28 million of the
construction costs. The bonds bear interest at a variable rate, which was
3.8% at September 30, 1999, and mature on November 1, 2027.
Long-term debt outstanding at September 30, 1999, (including current
maturities), includes $37.2 million of Title XI bonds, the $28.0 million of
Lake Charles Harbor and Terminal District bonds, and $29.1 million assumed as
part of the acquisition of CCC's offshore marine construction business that
Global had previously guaranteed. The Company also had $170.0 million drawn
against the Company's revolving line of credit.
The Company's Title XI bonds mature in 2003, 2005, 2020, and 2022. The bonds
carry interest rates of 9.15%, 8.75%, 8.30% and 7.25% per annum, respectively,
and require aggregate semi-annual payments of $0.9 million, plus interest.
The agreements pursuant to which the Title XI bonds were issued contain
certain covenants, including the maintenance of minimum working capital and
net worth requirements. If not met, additional covenants result that restrict
the operations of the Company and its ability to pay cash dividends. At
September 30, 1999 the Company was in compliance with these covenants.
The Company maintains a $250.0 million revolving line of credit under a loan
agreement ("Restated Credit Agreement") with a syndicate of commercial banks.
The revolving credit facility reduces to $150.0 million on July 1, 2000, and
to $100.0 million on July 1, 2001. Borrowings under the facility bear
interest at fluctuating rates, are payable on June 30, 2002, and have
subsidiary guarantees and stock pledges as collateral. The amount of
available credit decreases by borrowings outstanding ($170.0 million at
September 30, 1999), and outstanding letters of credit issued under the
Restated Credit Agreement ($38.3 million at September 30, 1999). For
continuing access to the revolving line of credit, the Company must remain in
compliance with the covenants of the Restated Credit Agreement, including
covenants relating to the maintenance of certain financial ratios. At
September 30, 1999, the Company was not in compliance with these covenants.
However, the banks have waived all defaults existing as of September 30, 1999.
As previously described, the Company expects to replace this facility in
connection with its acquisition of ETPM.
The Company also has short-term credit facilities at its foreign locations that
aggregate $2.8 million and are secured by parent company guarantees.
Additionally, in the normal course of business, the Company provides guarantees
and performance, bid, and payment bonds pursuant to agreements, or in
connection with bidding to obtain such agreements, to perform construction
services. The aggregate of these guarantees and bonds at September 30, 1999
was $7.9 million.
As discussed under Note 6 of the unaudited consolidated financial statements
included herein, Global assumed $32.2 million of CCC indebtedness as part of
the acquisition of CCC's offshore marine construction business. The debt is
payable in monthly installments of $695,000 and $291,666 plus interest at
variable rates and matures on September 1, 2002 and April 1, 2003,
respectively. In September, 1999, the Company paid a guaranteed CCC project
financing debt of $23.5 million of which $9.9 million remained unpaid at
September 30, 1999, but which has been subsequently collected with interest.
A $5.5 million letter of credit issued on behalf of CCC was paid in July 1999
and recorded as a receivable from CCC in that period. The total receivable
from CCC at September 30,1999, net of accounts payable to CCC and its
affiliates, is $22.9 million.
In March 1999, Global and its partner restructured their joint venture in
Mexico, CCC. Under the restructuring, its partner, through the assumption of
certain CCC debt, contributed additional capital of approximately $16.5 million
to CCC. Global, through the forgiveness of advances and receivables due from
CCC, contributed additional capital of approximately $15.8 million to CCC.
The Company expects funds available under its existing credit facility, proceeds
from the tax exempt revenue bonds issued by the Lake Charles Harbor and
Terminal District, available cash, and cash generated from operations to be
sufficient to fund the Company's existing operations, scheduled debt retirement,
and planned capital expenditures for the next twelve months. Funds from the
proposed new credit facility and bridge financing will be used to consummate
the proposed ETPM acquisition.
Facilities Relocation
The Company is constructing a deepwater support facility and pipebase near
Carlyss, Louisiana, to accommodate deeper draft vessels such as the Hercules
and the Pioneer. To gain anticipated efficiencies, the Company has replaced
the existing facilities in Houma and Amelia, Louisiana with the Carlyss
Facility. Certain of the Company's administrative functions have relocated
from its Lafayette, Louisiana and Houston, Texas offices. As a result of the
relocation, the Company expects to incur certain employment costs, equipment
and material relocation costs, and costs to close the replaced facilities.
The total employment costs, equipment and material relocation costs, and costs
to close the replaced facilities expended during the nine months ended
September 30, 1999 were $1.9 million of which $0.5 million had been provided
for in the results of operations during the nine months ended December 31,
1998. The Company expects to expend $2.3 million for facility relocation costs
during the remainder of the year ending December 31, 1999 of which $0.2 million
were also provided for in the results of operations during the nine months
ended December 31, 1998.
Industry Outlook
Recent improvements in oil and gas prices have given the Company cautious
optimism regarding the economics of its industry. However, most oil and gas
companies based their 1999 capital expenditure budgets on lower oil and gas
prices. Thus, the Company expects that any appreciable benefit from higher oil
and gas prices is unlikely to occur until the second quarter of 2000, and then,
only if current commodity pricing holds or improves. The Company expects
revenues and margins for the remainder of 1999 to be lower than in 1998. The
Company also expects the current pressure on pricing to continue at least
through the first quarter of 2000 which will cause the Company to continue to
adjust its pricing for available projects, and which will result in the
Company's results of operations for the current year being materially lower
than the results for last year.
The Company believes that the eventual economic recovery of the economies of
developing nations, which will spur demand growth, and depletion of petroleum
reserves currently in production will result in sustained favorable prices
for petroleum resources. However, the Company cannot predict when such
sustained recovery might occur.
The Company projects that considering the industry expectations, its capital
expenditures in 1999 will be smaller than recent fiscal periods. However,
the Company is committed to completing the conversion of the Hercules and the
construction of the Carlyss, Louisiana deepwater support facility and
pipebase. Also, as the Company has historically done, it will continue to
evaluate the merits of any opportunities that may arise for acquisitions of
equipment or businesses.
Recent Accounting Pronouncement
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133
establishes accounting and reporting standards for derivative instruments and
hedging activities and requires, among other things, that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure the instruments at fair value. As amended, SFAS 133
requires adoption of the new accounting standard for fiscal years beginning
after June 15, 2000. The Company is currently reviewing the implications of
SFAS 133 and the effect on its consolidated financial statements. The Company
will adopt this accounting standard, effective January 1, 2001, as required.
Year 2000
The Year 2000 problem results from the use in computer hardware and software
of two digits rather than four digits to define the applicable year. The use
of two digits was a common practice for decades when computer storage and
processing was much more expensive than today. When computer systems must
process dates both before and after January 1, 2000, two-digit year "fields"
may create processing ambiguities that can cause errors and system failures.
For example, computer programs that have date-sensitive features may recognize
a date represented by "00" as the year 1900, instead of 2000. These errors or
failures may have limited effects, or the effects may be widespread, depending
on the computer chip, system or software, and its location and function.
The effects of the Year 2000 problem are exacerbated because of the
interdependence of computer and telecommunications systems in the United States
and throughout the world. This interdependence certainly is true for Global
and Global's suppliers, and customers, as well as for governments of countries
around the world where Global does business.
The Company makes use of computers in its gathering, manipulating, calculating,
and reporting of accounting, financial, administrative, and management
information. We also rely on computers to undertake certain operational
procedures and to more efficiently produce documents and financial instruments.
Additionally, the Company uses computers as a communication tool for its
employees to communicate among themselves and with persons outside the
organization. Finally, certain of the Company's equipment (including the
dynamic positioning systems on certain of the Company's vessels) makes use of
embedded computer technology.
Readiness - The Company has prepared a Year 2000 Project Plan (the "Y2K Plan")
to identify and assess its risks associated with Year 2000 issues and to take
reasonable steps to prevent Global's critical functions from being impaired.
Global is currently implementing its Y2K Plan, which will be modified as events
require. Under the plan, the Company continues to (i) assess its critical
information and computing systems and (ii) inventory its systems using embedded
technology, including our fleet of offshore vessels and related systems; assess
the effects of Year 2000 problems on the critical functions of Global's
business units; remedy systems, software and embedded chips in an effort to
avoid material disruptions or other material adverse effects on critical
functions, processes and systems; verify and test the critical systems to
which remediation efforts have been applied; and attempt to mitigate those
critical aspects of the Year 2000 problem that are not remediated by January 1,
2000, including the development of contingency plans to cope with the mission
critical consequences of Year 2000 problems that have not been identified or
remediated by that date. Implementation of our Y2K Plan is supervised by a
Vice President and the Company has contracted with firms specializing in the
assessment and remediation of embedded technology for additional assistance.
As a result of the assessments, non-compliant embedded technology has been
found on certain of the Company's vessels. The Company has completed the
identification and assessment of mission critical systems. Remediation or
replacement of mission critical systems is nearing completion and is expected
to be completed prior to December 31, 1999.
The Y2K Plan recognizes that the computer, telecommunications, and other systems
("Outside Systems") of outside entities ("Outside Entities") have the
potential for major, mission critical, adverse effects on the conduct of
Global's business. Global does not have control of these Outside Entities or
Outside Systems. In some cases, Outside Entities are foreign governments or
businesses located in foreign countries. However, Global's Y2K Plan includes
an ongoing process of identifying and contacting Outside Entities whose systems,
in Global's judgment, have or may have a substantial effect on our ability to
continue to conduct the mission critical aspects of our business. The Company
has contacted its key vendors and customers to assess their progress with their
own Year 2000 issues and to anticipate potential risks associated with its key
vendors and customers. Global will work prudently with Outside Entities in a
reasonable attempt to inventory, assess, analyze, convert (where necessary),
test, and develop contingency plans for Global's connections to these mission
critical Outside Systems and to ascertain the extent to which they are, or can
be made to be, Year 2000 ready and compatible with Global's mission critical
systems.
Despite efforts to address all material Year 2000 issues in advance, the
Company could potentially experience disruptions to some aspects of its
activities or operations. Thus, the Company is developing business
contingency plans for mitigating the effect of potential disruptions.
Costs - Total amounts spent to date on Year 2000 awareness, inventory,
assessment, analysis, conversion, testing or contingency planning efforts were
approximately $0.2 million. Additional costs to carry out the Y2K Plan,
including implementation of Year 2000 contingency plan, based on assessments
to date, are not expected to be material to the Company's financial condition.
Although management believes that its estimates are reasonable, there can be
no assurance that the actual costs of implementing the Y2K Plan will not differ
materially from the estimated costs or that Global will not be materially
adversely affected by Year 2000 issues. Moreover, the estimated costs of
implementing the Y2K Plan do not take into account the costs, if any, that
might be incurred as a result of Year 2000-related failures that occur despite
Global's implementation of the Y2K Plan.
Worst Case Scenario - The Securities and Exchange Commission requires that
public companies forecast the most reasonably likely worst case Year 2000
scenario. In doing so, Global is assuming that the Company's Y2K Plan will
not be effective. Analysis of the most reasonably likely worst case Year 2000
scenarios Global may face leads to contemplation of the following possibilities
which, though unlikely in some or many cases, must be included in any
consideration of worst cases: widespread failure of electrical, gas, and
similar supplies by utilities serving Global domestically and internationally;
widespread disruption of the services of communications common carriers
domestically and internationally; similar disruption to means and modes of
transportation for Global and its employees, contractors, suppliers, and
customers; significant disruption to Global's ability to gain access to, and
remain working in, office buildings and other facilities; the failure of
substantial numbers of Global's critical information (computer) hardware and
software systems; and the failure, domestically and internationally, of
Outside Systems, the effects of which would have a cumulative material adverse
impact on Global's critical systems. Among other things, Global could face
substantial claims by customers or loss of revenues due to inability to fulfill
contractual obligations, inability to account for certain revenues or
obligations or to bill customers accurately and on a timely basis, and
increased expenses associated with litigation, stabilization of operations
following critical failures, and the execution of contingency plans. Global
could also experience an inability by customers to pay, on a timely basis or
at all, obligations owed to Global. Under these circumstances, the adverse
effect on Global, and the diminution of Global's revenues, would be material,
although not quantifiable at this time.
Summary - Global has a plan to deal with the Year 2000 challenge and believes
that it will be able to achieve substantial Year 2000 readiness with respect
to the mission critical systems that it controls. However, from a forward-
looking perspective, the extent and magnitude of the Year 2000 problem as it
will affect Global, both before and for some period after January 1, 2000, are
difficult to predict or quantify for a number of reasons. Among these are: the
difficulty of locating "embedded" chips that may be in a great variety of
mission critical systems; the difficulty of inventorying, assessing,
remediating, verifying and testing Outside Systems; the difficulty in locating
all mission critical software (computer code) internal to Global that is not
Year 2000 compatible; and the unavailability of certain necessary internal or
external resources, including but not limited to trained hardware and software
engineers, technicians, and other personnel to perform adequate remediation,
verification and testing of mission critical Global systems or Outside Systems.
Accordingly, there can be no assurance that all of Global's Systems and all
Outside Systems will be adequately remediated so that they are Year 2000 ready
by January 1, 2000, or by some earlier date, so as not to create a material
disruption to Global's business. If despite Global's efforts, there are
mission critical Year 2000-related failures that create substantial disruptions
to our business, the adverse impact on Global's business could be material.
Additionally, Year 2000 costs are difficult to estimate accurately because of
unanticipated vendor delays, technical difficulties, the impact of tests of
Outside Systems and similar events.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
During the nine months ended September 30, 1999, the Company did not enter
into any transactions involving financial derivative instruments. Quantitative
and qualitative disclosures about market risk are in Item 7A of the Company's
10-K for the transition period ended December 31, 1998.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various routine legal proceedings primarily involving
claims for personal injury under the General Maritime Laws of the United States
and Jones Act as a result of alleged negligence. The Company believes that the
outcome of all such proceedings, even if determined adversely, would not have
a material adverse effect on its consolidated financial statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
15.1 Letter regarding unaudited interim financial information.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K - None
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 INDUSTRIES, LTD.
By: /s/ PETER S. ATKINSON
____________________________________________
Peter S. Atkinson
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
November 15, 1999
EXHIBIT 15.1
November 2, 1999
Global Industries, Ltd.
8000 Global Drive
Sulphur, Louisiana 70665
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Global Industries, Ltd. and subsidiaries for the periods ended
September 30, 1999 and 1998, as indicated in our report dated November 2, 1999;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, is
incorporated by reference in Registration Statement Nos. 33-58048, 33-89778,
and 333-69949 on Form S-8 and Registration Statement No. 333-86325 on Form
S-3.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GLOBAL
INDUSTRIES, LTD.'S FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER
30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10Q.
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