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 March 31, 2000
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 70665
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)
None
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of the Registrant's Common Stock
outstanding, as of May 5, 2000 was 91,849,801.
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 10
Item 3. Quantitative and Qualitative Disclosures about Market
Risk 15
Part II
Item 1. Legal Proceedings 16
Item 6. Exhibits and Reports of Form 8-K 16
Signature 17
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
Global Industries, Ltd.
We have reviewed the condensed consolidated financial statements
of Global Industries, Ltd. and subsidiaries, as listed in the
accompanying index, as of March 31, 2000 and for the three-month
periods ended March 31, 2000 and 1999. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and of making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which
is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such
an opinion.
Based on our review, we are not aware of any material
modifications that should be made to such condensed consolidated
financial statements for them to be in conformity with accounting
principles generally accepted in the United State of America.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the
consolidated balance sheet of Global Industries, Ltd. and
subsidiaries as of December 31, 1999, and the related
consolidated statements of operations, shareholders' equity, cash
flows, and comprehensive income (loss) for the year then ended
(not presented herein); and in our report dated February 25,
2000, 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, 1999 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been
derived.
DELOITTE & TOUCHE LLP
April 28, 2000
New Orleans, Louisiana
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
Quarter Ended March 31,
-----------------------
2000 1999
---------- ----------
Revenues $ 78,740 $ 79,292
Cost of Revenues 73,594 69,538
---------- ----------
Gross Profit 5,146 9,754
Goodwill Amortization 755 42
Equity in Loss of Unconsolidated Affiliate -- 2,000
Selling, General and Administrative Expenses 7,695 5,730
---------- ----------
Operating Income (Loss) (3,304) 1,982
---------- ----------
Other Expense (Income)
Interest Expense 5,255 2,989
Other 625 (1,323)
---------- ----------
5,880 1,666
---------- ----------
Income (Loss) Before Income Taxes (9,184) 316
Provision (Benefit) for Income Taxes (3,166) 118
---------- ----------
Income (loss) Before Cumulative Effect of
Change in Accounting Principle (6,018) 198
Cumulative Effect of Change in Accounting
Principle (net of $0.4 million of tax) 783 --
---------- ----------
Net Income (Loss) $ (6,801) $ 198
========== ==========
Weighted Average Common Shares Outstanding
Basic 91,572,691 90,723,000
Diluted 91,572,691 92,037,000
Income (Loss) Per Share Before
Cumulative Effect:
Basic $ (0.07) $ 0.00
Diluted $ (0.07) $ 0.00
Cumulative Effect:
Basic $ 0.00 $ 0.00
Diluted $ 0.00 $ 0.00
Net Income (Loss) Per Share:
Basic $ (0.07) $ 0.00
Diluted $ (0.07) $ 0.00
Pro forma amounts assuming retroactive
application of change in accounting principle:
Net Income $ (6,018) $ 18
Basic $ (0.07) $ 0.00
Diluted $ (0.07) $ 0.00
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
March 31, December 31,
2000 1999
------------ ------------
ASSETS
Current Assets:
Cash $ 17,287 $ 34,087
Escrowed funds 29,806 5,796
Receivables 108,022 92,835
Other receivables 8,887 8,600
Prepaid expenses and other 8,086 8,162
Assets held for sale 5,234 --
------------ ------------
Total current assets 177,322 149,480
------------ ------------
Escrowed Funds 922 922
------------ ------------
Property and Equipment, net 527,077 539,178
------------ ------------
Other Assets:
Deferred charges, net 25,127 20,979
Goodwill, net 44,547 43,997
Other 907 1,379
------------ ------------
Total other assets 70,581 66,355
------------ ------------
Total $ 775,902 $ 755,935
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 26,395 $ 20,165
Accounts payable 57,108 50,033
Employee-related liabilities 7,182 7,244
Income taxes payable 3,953 5,352
Other accrued liabilities 7,636 8,125
------------ ------------
Total current liabilities 102,274 90,919
------------ ------------
Long-Term Debt 249,977 232,242
------------ ------------
Deferred Income Taxes 31,814 34,596
------------ ------------
Shareholders' Equity
Common stock issued, 92,673,300 and
92,670,940 shares, respectively 926 926
Additional paid-in capital 216,569 216,109
Treasury stock at cost (1,429,500 shares) (15,012) (15,012)
Accumulated other comprehensive loss (8,970) (8,970)
Retained earnings 198,324 205,125
------------ ------------
Total shareholders' equity 391,837 398,178
------------ ------------
Total $ 775,902 $ 755,935
============ ============
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Quarter Ended March 31,
-----------------------
2000 1999
---------- ----------
Cash Flows From Operating Activities:
Net income (loss) $ (6,801) $ 198
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:
Depreciation and amortization 13,241 12,655
Deferred income taxes (2,360) 1,700
Equity in net loss of unconsolidated
affiliate -- 2,000
Cumulative effect of change in accounting
principle 783 --
Other (55) 754
Changes in operating assets and liabilities
Receivables (15,474) 6,747
Receivables from unconsolidated affiliate -- (696)
Prepaid expenses and other (308) (548)
Accounts payable and accrued liabilities 4,873 (16,196)
---------- ----------
Net cash provided by (used in)
operating activities (6,101) 6,614
---------- ----------
Cash Flows From Investing Activities:
Additions to property and equipment (3,697) (9,203)
Escrowed funds (24,010) 2,396
Additions to deferred charges (7,445) (3,903)
Net advances to unconsolidated affiliate -- (6,000)
---------- ----------
Net cash (used in) investing activities (35,152) (16,710)
---------- ----------
Cash Flows From Financing Activities:
Proceeds from sale of common stock 488 130
Proceeds from short-term debt -- 1,612
Proceeds from long-term debt 99,000 --
Payments of long-term debt (75,035) (5,915)
---------- ----------
Net cash provided by (used in)
financing activities 24,453 (4,173)
---------- ----------
Effect of Exchange Rate Changes on Cash -- (130)
Cash:
Decrease (16,800) (14,399)
Beginning of period 34,087 25,368
---------- ----------
End of period $ 17,287 $ 10,969
========== ==========
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") and, for the period ended March 31, 1999,
the Company's 49% ownership interest in CCC Fabricaciones y
Construcciones, S.A. de C.V. which is accounted for under the
equity method.
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 period ended March 31, 2000, are not
necessarily indicative of the results that may be expected
for the year ending December 31, 2000. These financial
statements should be read in conjunction with the Company's
audited consolidated financial statements and related notes
thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
Independent public accountants as stated in their report
included herein have reviewed the financial statements
required by Rule 10-01 of Regulation S-X.
Certain reclassifications have been made to the prior period
financial statements in order to conform with the
classifications adopted for reporting in fiscal year 2000.
2. Recent Accounting Pronouncement - In June 1998, the 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. In June 1999, the FASB issued
SFAS 137, which delays the effective date of SFAS 133 to
fiscal years beginning after June 15, 2000. The Company will
adopt the accounting standard effective for its fiscal year
beginning January 1, 2001, as required. The Company has
considered the implications of SFAS 133 and concluded that
implementation of the new standard is not currently expected
to have a material effect on the consolidated financial
statements.
3. Accounting Changes -
Change in Accounting Principle - Effective January 1, 2000,
the Company changed its depreciation methods on its
construction barges from both straight line and units-of-
production methods, to solely the units-of-production method,
modified to reflect minimum levels of depreciation in years
with nominal use. Specifically this modified units-of-
production method uses units-of-production depreciation
methodology coupled with a minimum 40% cumulative straight-
line depreciation floor and an annual 20% straight-line
floor. This change decreased quarterly net income by $0.5
million or less than $0.01 per share. The cumulative effect
of the change was a reduction of net income of $0.8 million
or less than $0.01 per share.
Change in Accounting Estimate - Effective January 1, 2000,
the Company also changed the vessel life of its construction
vessel Hercules. The Company increased the total estimated
operating days to better reflect the estimated period during
which the asset will remain in service. For the quarter
ended March 31, 2000, the change had the effect of reducing
depreciation expense by $0.5 million and increasing net
income by $0.3 million or less than $0.01 per share.
These changes were made to better reflect how the assets are
expected to be used over time, to provide a better matching
of revenue and expenses and to be consistent with prevalent
industry practice.
4. Financing Arrangements - On December 30, 1999, the Company
consummated a new $300.0 million credit facility, which
consists of a $175.0 million term loan facility and a $125.0
million revolving loan facility. This new facility replaced
the Company's previous facility, which consisted of a $250.0
million revolving credit facility. Both the term and
revolving loan facility mature on December 30, 2004.
In February 2000, the Company completed Title XI mortgage
financing for $99.0 million, at 7.71% per annum, related to
the conversion of the Hercules. These bonds financed both
Phase I and Phase II of the Hercules conversion. Phase I
proceeds, net of fees, amounts to $65.2 million and were used
to pay down term debt under the Company's credit facility.
Phase II proceeds, $29.1 million, reside in escrow and are
expected to be released late in the second quarter. These
bonds mature in 2025 and require semi-annual payments of $2.0
million, plus interest.
5. Basic and Diluted Net Income Per Share - The difference in
the number of weighted average shares outstanding for basic
and diluted net income (loss) per share for the three months
ended March 31, 1999, is attributed to the incremental shares
related to dilutive outstanding options to purchase common
stock and non-vested restricted stock awards.
6. Commitments and Contingencies - The Company is a party to
legal proceedings and potential claims arising in the
ordinary course of business. Management does not believe
these matters will materially effect the Company's
consolidated financial statements.
In November of 1999, the Company notified Groupe GTM that as
a result of material adverse changes and other breaches by
Groupe GTM, the Company was no longer bound by and was
terminating the Share Purchase Agreement to purchase the
shares of ETPM S.A. Groupe GTM responded stating that they
believed the Company was in breach. The Share Purchase
Agreement provided for liquidated damages of $25.0 million to
be paid by a party that failed to consummate the transaction
under certain circumstances. The Company has notified Groupe
GTM that it does not believe that the liquidated damages
provision is applicable to its termination of the Share
Purchase Agreement. On December 23, 1999, Global filed suit
against Groupe GTM in Tribunal de Commerce de Paris to
recover damages. The Company believes that the outcome of
these matters will not have a material adverse effect on its
business or financial statements.
In the normal course of its business activities, the Company
provides letters of credit to secure the performance and/or
payment of obligations, including the payment of worker's
compensation obligations. Additionally, the Company has
issued a letter of credit as collateral for $28.0 million of
Port Improvement Revenue Bonds. At March 31, 2000,
outstanding letters of credit and bonds approximated $39.6
million. Also in the normal course of its business
activities, the Company provides guarantee and performance,
bid, and payment bonds pursuant to agreements or obtaining
such agreements to perform construction services. Some of
these financial instruments are secured by parent company
guarantees. The aggregate of these guarantees and bonds at
March 31, 2000 was $20.1 million.
The Company estimates that the cost to complete capital
expenditure projects in progress at March 31, 2000
approximates $14.3 million.
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 ended March 31, 2000 and
1999. The information contains certain allocations of
corporate expenses that the Company deems reasonable and
appropriate for the evaluation of results of operations.
Quarter Ended March 31,
-----------------------
2000 1999
---------- ----------
(in thousands)
Revenues from external customers:
Gulf of Mexico Offshore Construction $ 16,881 $ 21,983
Gulf of Mexico Diving 4,031 903
Gulf of Mexico Marine Support 4,511 3,853
West Africa 24,755 29,516
Asia Pacific 3,213 20,290
Latin America 21,080 1,161
Middle East 3,983 1,207
---------- ----------
$ 78,454 $ 78,913
========== ==========
Intersegment revenues:
Gulf of Mexico Offshore Construction $ 53 $ 998
Gulf of Mexico Diving 1,905 2,950
Gulf of Mexico Marine Support 1,144 585
---------- ----------
$ 3,102 $ 4,533
========== ==========
Income (loss) before income taxes:
Gulf of Mexico Offshore Construction $ (5,051) $ (196)
Gulf of Mexico Diving (437) (1,587)
Gulf of Mexico Marine Support (139) (597)
West Africa 2,583 7,682
Asia Pacific (5,595) 349
Latin America 2,200 (2,569)
Middle East (604) (3,150)
---------- ----------
(7,043) (68)
========== ==========
The following table reconciles the reportable segments' revenues
and profit or loss presented above, to the Company's consolidated
totals.
Quarter Ended March 31,
-----------------------
2000 1999
---------- ----------
(in thousands)
Revenues
Total for reportable segments $ 81,556 $ 83,446
Total for other segments 302 389
Elimination of intersegment revenues (3,118) (4,543)
---------- ----------
Total consolidated revenues $ 78,740 $ 79,292
========== ==========
Income (loss) before income tax
Total for reportable segments $ (7,043) $ (68)
Total for other segments (expense) 12 20
Unallocated corporate income (2,153) 364
---------- ----------
Total consolidated income
(loss) before tax $ (9,184) $ 316
========== ==========
8. Comprehensive Income - Following is a summary of the
Company's comprehensive income (loss) for the three months
ended March 31, 2000 and 1999:
Quarter Ended March 31,
-----------------------
2000 1999
---------- ----------
(in thousands)
Net income (loss) $ (6,801) $ 198
Other comprehensive income (loss):
Foreign currency translation adjustments -- 2,072)
---------- ----------
Comprehensive loss $ (6,801) $ (1,874)
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 "except," "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, and
other factors discussed below. Operating risks include hazards
such as vessel capsizing, sinking, grounding, colliding, and
sustaining damage in severe weather conditions. These hazards
can also cause personal injury, loss of life, and suspension of
operations. The risks inherent with international operations
include political, social, and economic instability, exchange
rate fluctuations, currency restrictions, nullification,
modification, or renegotiations of contracts, potential vessel
seizure, nationalization of assets, import-export quotas, and
other forms of public and governmental regulation. Should one or
more of these risks or uncertainties materialize or should the
underlying assumptions prove incorrect, actual results and
outcomes may differ materially from those indicated in the
forward-looking statements.
The following discussion should be read in conjunction with the
Company's unaudited consolidated financial statements for the
periods ended March 31, 2000 and 1999, 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
Annual Report of Form 10-K for the year ended December 31, 1999.
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 March 31,
-----------------------
2000 1999
---------- ----------
Revenues 100.0% 100.0%
Cost of revenues (93.5) (87.7)
---------- ----------
Gross profit 6.5 12.3
Goodwill amortization (1.0) (0.1)
Equity in net earnings (loss) of
unconsolidated affiliate -- (2.5)
Selling, general and administrative expenses (9.8) (7.2)
---------- ----------
Operating income (loss) (4.3) 2.5
Interest expense (6.7) (3.8)
Other income (expense), net (0.8) 1.7
---------- ----------
Income (loss) before income taxes (11.8) 0.4
Provision (benefit) for income taxes (4.0) 0.2
---------- ----------
Income (loss) before cumulative effect of
change in accounting principles (7.8) 0.2
Cumulative effect of change in accounting
principle (1.0) --
---------- ----------
Net (loss) income (8.8)% 0.2%
========== ==========
Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999
Revenues. Revenues for the quarter ended March 31, 2000 were
$78.7 million as compared to $79.3 million for the quarter ended
March 31, 1999. The decrease in revenues resulted largely from
decreased activity in certain areas including Asia Pacific, West
Africa, and Gulf of Mexico Offshore Construction and was
partially offset by an increase in revenues from Latin America
and Gulf of Mexico Diving. Latin America increased due to the
consolidation of the Company's Mexican operations, which occurred
in July 1999.
Gross Profit. For the quarter ended March 31, 2000, the Company
had gross profit of $5.1 million compared with $9.8 million for
the quarter ended March 31, 1999. The 48% decrease was largely
the result of decreased activity in certain areas including Asia
Pacific, West Africa, and Gulf of Mexico Offshore Construction,
which was partially offset by the Company's consolidation of its
Mexican operations. Lower pricing for the Company's services
further contributed to the decrease. As a percentage of
revenues, gross profit for the quarter ended March 31, 2000 was
7% compared to the gross profit percentage earned for the quarter
ended March 31, 1999 of 12%. Gross profit as a percent of
revenues was lower in most areas due to pricing pressures and an
increase in the percentage of lower margin international work.
Goodwill Amortization. Goodwill amortization expense increased
due to the Company's acquisition of the offshore marine
construction business of CCC Fabricaciones y Construcciones, S.A.
de C.V. in July 1999.
Selling, General and Administrative Expenses. For the quarter
ended March 31, 2000, selling, general and administrative
expenses were $7.7 million as compared to $5.7 million reported
during the quarter ended March 31, 1999. As a percentage of
revenues, they increased to 10% during the quarter ended March
31, 2000, compared to 7% during the quarter ended March 31, 1999.
The increases in these costs were primarily attributable to the
consolidation of the Company's Mexican operations and Carlyss
facility and the strengthening of its marketing and business
development areas with additional personnel.
Depreciation and Amortization. Depreciation and amortization,
including amortization of dry-docking costs, for the quarter
ended March 31, 2000 was $13.2 million compared to the $12.7
million recorded in the quarter ended March 31, 1999.
Effective January 1, 2000, the Company changed its depreciation
methods on its construction barges from both straight line and
units-of-production methods, to solely the units-of-production
method, modified to reflect minimum levels of depreciation in
years with nominal use. Specifically this modified units-of-
production method uses units-of-production depreciation
methodology coupled with a minimum 40% cumulative straight-line
depreciation floor and an annual 20% straight-line floor. This
change decreased quarterly net income by $0.5 million or less
than $0.01 per share. The cumulative effect of the change was a
reduction of net income of $0.8 million or less than $0.01 per
share.
Effective January 1, 2000, the Company also changed the vessel
life of its construction vessel Hercules. The Company increased
the total estimated operating days to better reflect the
estimated period during which the asset will remain in service.
For the quarter ended March 31, 2000, the change had the effect
of reducing depreciation expense by $0.5 million and increasing
net income by $0.3 million or less than $0.01 per share.
These changes were made to better reflect how the assets are
expected to be used over time, to provide a better matching of
revenue and expenses and to be consistent with prevalent industry
practice.
Interest Expense. Interest expense was $5.3 million (net of
capitalized interest) for the quarter ended March 31, 2000,
compared to $3.0 million for the quarter ended March 31, 1999.
The increase was due primarily to higher average long-term debt
outstanding and increased interest rates.
Other Expense. Other expenses increased $1.8 million due
primarily to a foreign currency exchange loss in the quarter
ended March 31, 2000 as compared to a foreign currency exchange
gain and an insurance settlement gain in the comparable prior
quarter.
Net Income (Loss). For the quarter ended March 31, 2000, the
Company recorded a net loss of $6.8 million as compared to net
income of $0.2 million recorded for the quarter ended March 31,
1999. Included in net income for the quarter ended March 31,
1999 is a $2.0 million loss associated with the Company's 49%
ownership in CCC. The Company's effective tax rate for the
quarter ended March 31, 2000 was 34%, compared to 37% for the
quarter ended March 31, 1999.
Segment Information. The Company has identified seven reportable
segments as required by SFAS 131. The following discusses the
results of operations for each of those reportable segments.
Gulf of Mexico Offshore Construction - Overall decreased demand
for offshore construction services in the Gulf of Mexico and
resulting pricing decreases caused this segment's gross revenues
to decline 26% to $16.9 million (including $0.1 million
intersegment revenues) for the quarter ended March 31, 2000
compared to $22.9 million (including $1.0 million intersegment
revenues) for the quarter ended March 31, 1999. The reduced
pipelay activity and decreasing pricing caused income before
taxes to decline to a loss of $5.1 million during the quarter
ended March 31, 2000 compared to a loss of $0.2 million for the
quarter ended March 31, 1999.
Gulf of Mexico Diving - Revenues from diving related services in
the Gulf of Mexico increased 51% to $5.9 million (including $1.9
million intersegment revenues) for the quarter ended March 31,
2000 from $3.9 million (including $3.0 million intersegment
revenues) for the quarter ended March 31, 1999. The increase is
attributed to an increase in diver utilization. However, the
segment had a loss before taxes for the period of $0.4 million
compared to loss before taxes of $1.6 million for the same period
ended March 31, 1999.
Gulf of Mexico Marine Support - Gulf of Mexico Marine Support
benefited from increased activity during the quarter ended March
31, 2000. Gross revenues increased 30% to $5.7 million compared
to $4.4 million for the quarter ended March 31, 2000. However,
lower pricing resulted in a loss before taxes for the three
months ended March 31, 2000 of $0.1 million compared to $0.6
million for the quarter ended March 31, 1999.
West Africa Construction - Decreased demand and reduced pricing
also affected West Africa for the quarter ended March 31, 2000.
Revenues decreased 17% to $24.8 million for the quarter ended
March 31, 2000 compared to $30.0 million for the same period
ended March 31, 1999. Income before taxes decreased to $2.6
million for the quarter ended March 31, 2000 compared to $7.7 for
the same period ended March 31, 1999.
Asia Pacific Construction - Revenues from Asia Pacific
construction decreased substantially to $3.2 million for the
quarter ended March 31, 1999 as compared to $20.2 million for the
quarter ended March 31, 1999. Income before taxes also declined
to a loss of $5.6 million for the quarter ended March 31, 2000
compared to income before taxes of $0.3 million for the quarter
ended March 31, 1999. Declines in revenues and earnings were due
primarily to decreased activity.
Latin America Construction - The acquisition of CCC's offshore
marine construction business in July 1999 resulted in higher
revenues from Latin America for the quarter ended March 31, 2000
of $21.1 million compared to $1.2 million for the quarter ended
March 31, 1999. Income before taxes increased to $2.2 million
compared to a loss before taxes of $2.6 million for the same
period ended March 31, 1999.
Middle East Construction - Revenues increased to $4.0 million for
the quarter ended March 31, 2000 compared to $1.2 million for the
quarter ended March 31, 1999. Loss before taxes decreased to
$0.6 million for the period compared to $3.2 loss for the quarter
ended March 31, 1999.
Liquidity and Capital Resources
The Company's cash balance decreased by $16.8 million. The
Company's operations used cash flow of $6.1 million during the
quarter ended March 31, 2000. During the quarter, the Company
borrowed an additional $29.0 million of debt related to the
Hercules Title XI financing. These funds currently reside in
escrow and are expected to be released late in the second
quarter. The Company funded investing activities of $35.2
million, which consisted of a net $24.0 million increase in
escrow funds due principally to the Hercules Title XI
transaction, fees related to the Hercules transaction, capital
expenditures, and dry-docking costs. Working capital increased
$16.4 million during the quarter ended March 31, 2000 from $58.6
million at December 31, 1999 to $75.0 million at March 31, 2000.
Capital expenditures during the quarter ended March 31, 2000
aggregated $3.7 million, including $0.8 million for the continued
conversion and upgrade of the Hercules and $1.8 million for
additional support structures related to the Carlyss, Louisiana
deepwater support facility and pipebase.
The Company estimates that the cost to complete capital
expenditure projects in progress at March 31, 2000, will be
approximately $14.3 million, all of which is expected to be
incurred during the next twelve months. The scheduled completion
of the addition of reel pipelay capability to the Hercules is
early in the third quarter of 2000. The estimated remaining
costs to complete the Hercules upgrades are approximately $4.7
million. In addition, the Company has contracted to take
delivery of a new 190-foot class liftboat early in the third
quarter of 2000. The estimated cost of this vessel is $5.8
million.
Long-term debt outstanding at March 31, 2000, (including current
maturities), includes $133.6 million of Title XI bonds, $28.6
million of Lake Charles Harbor and Terminal District bonds, $10.5
million of Heller Financial debt, $22.0 million drawn against the
Company's revolving line of credit, and $81.7 million drawn
against the Company's term facility.
The Company maintains a $300.0 million credit facility, which
consists of a $175.0 million term loan facility and a $125.0
million revolving loan facility. Both the term and revolving
loan facility mature on December 30, 2004. The term and
revolving loan agreement permit both prime rate bank borrowings
and London Interbank Offered Rate ("Libor") borrowings plus a
floating spread. The spread for both prime rate and Libor
borrowings will float up or down based on the Company's
performance as determined by a leverage ratio. The spreads can
range from 0.5% to 1.50% and 1.75% to 2.75% for prime rate and
Libor based borrowings, respectively. In addition, the facility
allows for certain fixed rate interest options on amounts
outstanding. Both the term loan and the revolving loan
facilities are subject to certain financial covenants with which
the Company was in compliance with at March 31, 2000.
In February 2000, the Company completed Title XI mortgage
financing for $99.0 million, at 7.71% per annum, for the
conversion of the Hercules. These bonds financed both Phase I and
Phase II of the Hercules conversion. Phase I proceeds, net of
fees, amounts to $65.2 million and was used to pay down term debt
under the Company's credit facility. Phase II proceeds, $29.1
million, reside in escrow and are expected to be released late in
the second quarter. These bonds mature in 2025 and require semi-
annual payments of $2.0 million, plus interest.
The Company's other 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 March 31, 2000, the Company
was in compliance with these covenants.
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. Some of these guarantees are secured by parent company
guarantees. The aggregate of these guarantees and bonds at March
31, 2000 was $20.1 million.
The Company expects funds available under the Credit Agreement,
available cash, and cash generated from operations to be
sufficient to fund the Company's operations, scheduled debt
retirement, and planned capital expenditures for the next twelve
months. In addition, 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, which may
require additional liquidity.
Industry Outlook
The industry in general is optimistic but cautious in light of
the increases in energy prices over the last twelve months. Oil
and gas companies historically base their capital budgets
primarily on the projected demand of oil and gas, their available
reserves and the expected commodity prices. If this holds true,
capital spending for these companies should increase resulting in
an increase in the Company's domestic and international business
volume and industry pricing desensitivity. The Company expects
to see some affect of these changes in the late second half of
fiscal 2000 and continuing into fiscal 2001.
Recent Accounting Pronouncement
In June 1998, the 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.
In June 1999, the FASB issued SFAS 137, which delays the
effective date of SFAS 133 to fiscal years beginning after June
15, 2000. The Company will adopt the accounting standard
effective for its fiscal year beginning January 1, 2001, as
required. The Company has considered the implications of SFAS
133 and concluded that implementation of the new standard is not
currently expected to have a material effect on the consolidated
financial statements.
Item 3. Quantitative and Qualitative Disclosures about
Market Risk
During the quarter ended March 31, 2000, the Company entered into
a transaction involving a short-term financial derivative
instrument. This transaction was completed during the quarter
and resulted in a gain, which was deferred over the appropriate
periods. Quantitative and qualitative disclosures about market
risk are in Item 7A of the Company's 10-K for the period ended
December 31, 1999.
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.
In November of 1999, the Company notified Groupe GTM that as a
result of material adverse changes and other breaches by Groupe
GTM, the Company was no longer bound by and was terminating the
Share Purchase Agreement to purchase the shares of ETPM S.A.
Groupe GTM responded stating that they believed the Company was
in breach. The Share Purchase Agreement provided for liquidated
damages of $25.0 million to be paid by a party that failed to
consummate the transaction under certain circumstances. The
Company has notified Groupe GTM that it does not believe that the
liquidated damages provision is applicable to its termination of
the Share Purchase Agreement. On December 23, 1999, Global filed
suit against Groupe GTM in Tribunal de Commerce de Paris to
recover damages. The Company believes that the outcome of these
matters will not have a material adverse effect on its business
or financial statements.
Item 6. Exhibits and Reports of Form 8-K
(a) Exhibits:
15.1 - Letter regarding unaudited interim financial
information.
18.1 - Letter regarding change in accounting
principle
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, thereto duly authorized.
GLOBAL INDUSTRIES, LTD.
By: /s/ PETER S. ATKINSON
--------------------------------------------
Peter S. Atkinson
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
May 12, 2000
May 10, 2000
Global Industries, Ltd.
8000 Global Drive
Carlyss, 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 March 31, 2000 and
1999, as indicated in our report dated April 28, 2000, 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 March
31, 2000, is incorporated by reference in Registration Statement
Nos. 33-58048, 33-89778, and 333-69949 of Form S-8.
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 the Act.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
May 10, 2000
Global Industries, Ltd.
8000 Global Drive
Carlyss, Louisiana 70665
Dear Sirs:
At your request, we have read the description included in
your Quarterly Report on Form 10-Q to the Securities and
Exchange Commission for the quarter ended March 31, 2000, of
the facts relating to changes in the methods used for
depreciating the Company's major barges and vessels from the
straight-line and units-of-production methods to a modified
units-of-production method. We believe, on the basis of the
facts so set forth and other information furnished to us by
appropriate officials of the Company, that the accounting
changes described in your Form 10-Q are to an alternative
accounting principle that is preferable under the
circumstances.
We have not audited any consolidated financial statements of
Global Industries, Ltd. and its consolidated subsidiaries as
of any date or for any period subsequent to December 31,
1999. Therefore, we are unable to express, and we do not
express, an opinion on the facts set forth in the above-
mentioned Form 10-Q, on the related information furnished to
us by officials of the Company, or on the financial
position, results of operations, or cash flows of Global
Industries, Ltd. and its consolidated subsidiaries as of any
date or for any period subsequent to December 31, 1999.
Yours truly,
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GLOBAL
INDUSTRIES, LTD.'S FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31,
2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10Q.
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