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, 2001
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 Identification No.)
incorporation or organization)
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 November 1, 2001 was 92,918,150.
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 19
Part II
Item 1. Legal Proceedings 20
Item 6. Exhibits and Reports on Form 8-K 20
Signature 21
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 September 30, 2001 and for the quarter
and nine month periods ended September 30, 2001 and 2000. 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 States 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, 2000, 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 15,
2001, 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, 2000 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been
derived.
DELOITTE & TOUCHE LLP
October 31, 2001
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,
------------------------- -------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Revenues $ 115,859 $ 79,319 $ 296,148 $ 226,081
Cost of Revenues 93,474 65,408 244,165 200,565
------------ ------------ ------------ ------------
Gross Profit 22,385 13,911 51,983 25,516
Goodwill Amortization 742 769 2,229 2,220
Selling, General and
Administrative Expenses 8,479 7,164 26,669 23,097
------------ ------------ ------------ ------------
Operating Income 13,164 5,978 23,085 199
------------ ------------ ------------ ------------
Other Expense (Income):
Interest Expense 5,174 6,080 16,126 16,839
Other 268 (912) (352) (3,089)
------------ ------------ ------------ ------------
5,442 5,168 15,774 13,750
============ ============ ============ ============
Income (Loss) Before
Income Taxes 7,722 810 7,311 (13,551)
Provision (Benefit) for
Income Taxes 3,398 1,518 3,217 (1,355)
------------ ------------ ------------ ------------
Income (Loss) Before
Cumulative Effect of
Change in Accounting
Principle 4,324 (708) 4,094 (12,196)
Cumulative Effect of
Change in Accounting
Principle
(net of $0.4 million
of tax) -- -- -- 783
------------ ------------ ------------ ------------
Net Income (Loss) $ 4,324 $ (708) $ 4,094 $ (12,979)
============ ============ ============ ============
Weighted Average Common
Shares Outstanding:
Basic 92,876,000 91,907,000 92,661,000 92,135,000
Diluted 94,024,000 91,907,000 93,809,000 92,135,000
Net Income (Loss) Per
Share Before Cumulative
Effect:
Basic $ 0.05 $ (0.01) $ 0.04 $ (0.13)
Diluted $ 0.05 $ (0.01) $ 0.04 $ (0.13)
Net Income (Loss) Per
Share:
Basic $ 0.05 $ (0.01) $ 0.04 $ (0.14)
Diluted $ 0.05 $ (0.01) $ 0.04 $ (0.14)
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
September 30, December 31,
2001 2000
--------------- ---------------
ASSETS
Current Assets
Cash $ 16,220 $ 25,462
Escrowed funds 77 846
Receivables - net of allowance of
$2,594 and $9,500, respectively 147,725 97,858
Other receivables -- 3,989
Prepaid expenses and other 20,650 12,792
Assets held for sale 2,795 2,795
--------------- ---------------
Total current assets 187,467 143,742
--------------- ---------------
Escrowed Funds 15 38
--------------- ---------------
Property and Equipment, net 506,017 525,001
--------------- ---------------
Other Assets:
Deferred charges, net 25,548 19,304
Goodwill, net 38,875 41,104
Other 416 998
--------------- ---------------
Total other assets 64,839 61,406
--------------- ---------------
Total $ 758,338 $ 730,187
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 26,478 $ 26,674
Accounts payable 59,792 46,439
Employee-related liabilities 6,439 7,246
Income taxes payable 8,833 3,748
Accrued interest 1,613 5,451
Other accrued liabilities 12,547 16,235
--------------- ---------------
Total current liabilities 115,702 105,793
--------------- ---------------
Long-Term Debt 223,178 209,953
--------------- ---------------
Deferred Income Taxes 24,738 27,417
--------------- ---------------
Other Liabilities 1,095 --
--------------- ---------------
Shareholders' Equity:
Common stock issued 94,380,680 and
93,698,757 shares,respectively 944 937
Additional paid-in capital 225,726 221,634
Treasury stock at cost (1,429,500 shares) (15,012) (15,012)
Accumulated other comprehensive loss (10,562) (8,970)
Retained earnings 192,529 188,435
--------------- ---------------
Total shareholders' equity 393,625 387,024
--------------- ---------------
Total $ 758,338 $ 730,187
=============== ===============
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended Sept. 30,
-----------------------------
2001 2000
------------- -------------
Cash Flows From Operating Activities:
Net income (loss) $ 4,094 $ (12,979)
Adjustments to reconcile net income
(loss) to net cash used in operating activities:
Depreciation and amortization 39,113 35,249
Gain on sale, disposal or impairment
of property and equipment (918) (143)
Provision for (recovery of) doubtful accounts (4,321) 137
Deferred income taxes (2,679) (2,067)
Cumulative effect of change in accounting
principle -- 783
Other 729 (191)
Changes in operating assets and liabilities
Receivables (41,557) (17,275)
Prepaid expenses and other (7,858) (3,081)
Accounts payable and accrued liabilities 10,171 (4,018)
------------- -------------
Net cash used in operating activities (3,226) (3,585)
------------- -------------
Cash Flows From Investing Activities:
Proceeds from sale of assets 2,000 682
Additions to property and equipment (7,792) (18,789)
Escrowed funds, net 792 (23,183)
Additions to deferred charges (17,187) (10,650)
------------- -------------
Net cash used in investing activities (22,187) (51,940)
------------- -------------
Cash Flows From Financing Activities:
Proceeds from sale of common stock, net 3,140 2,877
Proceeds from long-term debt 89,700 160,703
Repayment of long-term debt (76,669) (121,283)
------------- -------------
Net cash provided by financing activities 16,171 42,297
------------- -------------
Cash:
Decrease (9,242) (13,228)
Beginning of period 25,462 34,087
------------- -------------
End of period $ 16,220 $ 20,859
============= =============
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").
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 September 30, 2001,
are not necessarily indicative of the results that may be
expected for the year ending December 31, 2001. 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, 2000.
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 2001.
2. New Accounting Standards - On June 29, 2001, the Financial
Accounting Standards Board ("FASB") concluded its voting
process on Statement of Financial Accounting Standards
("SFAS") No. 141, Business Combinations, and this statement
was issued in July 2001. SFAS No. 141 requires that the
purchase method of accounting be used for all business
combinations initiated after June 30, 2001. Goodwill and
certain intangible assets will remain on the balance sheet
and not be amortized. On an annual basis, and when there is
reason to suspect that their values have been diminished or
impaired, these assets must be tested for impairment, and
write-downs may be necessary. The Company adopted this
accounting standard effective July 1, 2001, as required.
On June 29, 2001, FASB concluded its voting process of SFAS
No. 142, Goodwill and Other Intangible Assets, and this
statement was issued in July 2001. SFAS No. 142 changes the
accounting for goodwill from an amortization method to an
impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations,
will cease upon adoption of this statement. Amortization
expense of existing goodwill was approximately $0.7 million
and $2.2 million for the three and nine months ended
September 30, 2001. The Company is required to implement
SFAS No. 142 on January 1, 2002 and it has not determined the
impact that this statement will have on its consolidated
financial position or results of operations.
SFAS No. 143, Accounting for Asset Retirement Obligations,
requires the recording of liabilities for all legal
obligations associated with the retirement of long-lived
assets that result from the normal operation of those assets.
These liabilities are required to be recorded at their fair
values (which are likely to be the present values of the
estimated future cash flows) in the period in which they are
incurred. SFAS 143 requires the associated asset retirement
costs to be capitalized as part of the carrying amount of the
long-lived asset. The asset retirement obligation will be
accreted each year through a charge to expense. The amounts
added to the carrying amounts of the assets will be
depreciated over the useful lives of the assets. The Company
is required to implement SFAS No. 143 on January 1, 2003, and
it has not determined the impact that this statement will
have on its consolidated financial position or results of
operations.
SFAS No. 144, Accounting for the Impairment or Disposal of
Long-lived Assets, promulgates standards for measuring and
recording impairments of long-lived assets. Additionally,
this standard establishes requirements for classifying an
asset as held for sale, and changes existing accounting and
reporting standards for discontinued operations and exchanges
for long-lived assets. The Company is required to implement
SFAS No. 144 on January 1, 2002, and it does not expect the
implementation of this standard to have a material effect on
the Company's financial position or results of operations.
3. Financing Arrangements - The Company maintains a $275.0
million credit facility, which currently consists of a $175.0
million term loan facility and a $100.0 million revolving
loan facility. As of October 31, 2001, the Company had $9.0
million of credit capacity under its credit facility. Both
the term and revolving loan facilities mature on December 30,
2004. The term and revolving loan facilities permit both
prime rate bank borrowings and London Interbank Offered Rate
("LIBOR") borrowings plus a floating spread. The spreads
can range from 1.00% to 2.25% and 2.25% to 3.50% for prime
rate and LIBOR based borrowings, respectively. In addition,
the credit facility allows for certain fixed rate interest
options on amounts outstanding. Stock of the Company's
subsidiaries, certain real estate, and the majority of the
Company's vessels collateralize the loans under the credit
facility. Both the term and revolving loan facilities are
subject to certain financial covenants. Effective June 30,
2001, the Company amended its credit facility and obtained a
waiver of two covenants that were not met at June 30, 2001.
The amendment i) reduced the requirements of the Leverage
Ratio covenant for the quarter ending September 30, 2001 and
the Fixed Charge Coverage Ratio covenant for the quarters
ending September 30, 2001 and December 31, 2001, and
increased the requirements of both covenants for the quarter
ending March 31, 2002 and thereafter; ii) significantly
increased the requirement of the Consolidated Net Worth
covenant for the quarter ending December 31, 2001 and
thereafter; and iii) increased the interest rate spread
applicable to the Company's borrowings under the credit
facility. In consideration for this waiver and amendment,
the Company paid a fee of $0.8 million. At September 30,
2001, the Company was in compliance with its credit facility.
Based upon the Company's current expectations of its
operations, the significantly increased Consolidated Net
Worth covenant will not be met at the end of the fourth
quarter of 2001 and the Leverage Ratio covenant may not be
met at the end of the first quarter of 2002. The Company is
currently in negotiations with its lenders regarding this
matter and expects to either amend its existing agreement or
obtain the necessary waiver, although there can be no assurance
that a waiver or amendment will be granted. If the foregoing is
not obtained, substantially all of the Company's debt will be
classified as a current liability at December 31, 2001 and
additional borrowing under the credit facility may become unavailable.
4. Accounting for Derivatives - In June 1998, the FASB issued
Statement of Financial Accounting Standards No. 133
"Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"). SFAS 133 was subsequently
amended by SFAS 137 in June 1999 and SFAS 138 in September
2000. SFAS 133, as amended, 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. The Company adopted this accounting standard
effective for its fiscal year beginning January 1, 2001, as
required. The Company utilizes interest rate swaps to hedge
certain of its variable rate long-term debt. These interest
rate swaps are accounted for as cash flow hedges in
accordance with SFAS 133, as amended. Upon initial adoption
of SFAS 133, the Company recorded the fair value of its
interest rate swaps on the balance sheet and a corresponding
unrecognized loss of $1.0 million as a cumulative effect
adjustment to Comprehensive Income (Loss). Amounts expected
to be transferred to earnings in the next twelve months are
classified as current liabilities.
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.
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 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. On June 21, 2000, Groupe GTM filed an
answer and counterclaim against Global seeking the liquidated
damages of $25.0 million and other damages, costs and
expenses of approximately $1.5 million. 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 $27.6 million of
Port Improvement Revenue Bonds. At September 30, 2001,
outstanding letters of credit and bonds approximated $40.9
million. Also, in the normal course of its business
activities, the Company provides guarantee and performance,
bid, and payment bonds. Some of these financial instruments
are secured by parent company guarantees. The aggregate of
these financial instruments at September 30, 2001 was $18.8
million.
The Company estimates that the cost to complete capital
expenditure projects in progress at September 30, 2001
approximates $5.2 million.
6. 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, 2001 and 2000. 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,
----------------------- -----------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
(in thousands)
Revenues from external
customers:
Gulf of Mexico Offshore
Construction $ 28,983 $ 45,627 $ 83,310 $ 87,556
Gulf of Mexico Diving 9,863 5,239 21,134 14,755
Gulf of Mexico Marine Support 11,119 6,717 32,409 17,196
West Africa 6,586 767 21,971 32,889
Latin America 27,278 12,017 45,523 41,831
Asia Pacific 31,307 8,471 81,956 21,121
Middle East 677 224 9,466 9,721
----------- ----------- ----------- -----------
$ 115,813 $ 79,062 $ 295,769 $ 225,069
=========== =========== =========== ===========
Intersegment revenues:
Gulf of Mexico Offshore
Construction $ 1,417 $ 93 $ 2,604 $ 551
Gulf of Mexico Diving 5,074 6,677 10,761 11,698
Gulf of Mexico Marine Support 907 1,271 2,947 3,564
----------- ----------- ----------- -----------
$ 7,398 $ 8,041 $ 16,312 $ 15,813
=========== =========== =========== ===========
Income (loss) before income
taxes:
Gulf of Mexico Offshore
Construction $ (3,232) $ 5,493 $ (6,567) $ (423)
Gulf of Mexico Diving 2,954 2,221 1,904 1,417
Gulf of Mexico Marine Support 4,529 1,686 14,980 1,709
West Africa 117 (2,464) 2,229 (2,584)
Latin America 4,484 (3,671) 1,227 (4,413)
Asia Pacific (768) (58) (4,408) (7,035)
Middle East (1,031) (2,347) (1,804) (2,155)
----------- ----------- ----------- -----------
$ 7,053 $ 860 $ 7,561 $ (13,484)
=========== =========== =========== ===========
The following table reconciles the reportable segments'revenues and profit
or loss presented above, to the Company's consolidated totals.
Quarter Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
(in thousands)
Revenues:
Total revenues for reportable
segments $ 123,211 $ 87,103 $ 312,081 $ 240,882
Total revenues for other
segments 46 257 379 1,012
Elimination of intersegment
revenues (7,398) (8,041) (16,312) (15,813)
----------- ----------- ----------- -----------
Total consolidated revenues $ 115,859 $ 79,319 $ 296,148 $ 226,081
=========== =========== =========== ===========
Income (Loss):
Total income (loss) for
reportable segments $ 7,053 $ 860 $ 7,561 $ (13,484)
Total income (loss) for
other segments 8 24 68 (33)
Unallocated corporate
income (expense) 661 (74) (318) (34)
----------- ----------- ----------- -----------
Total consolidated income
(loss) before taxes $ 7,722 $ 810 $ 7,311 $ (13,551)
=========== =========== =========== ===========
7. Comprehensive Income - Following is a summary of the Company's
comprehensive income (loss) for the quarters and nine months ended
September 30, 2001 and 2000:
Quarter Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
(in thousands)
Net income (loss) $ 4,324 $ (708) $ 4,094 $ (12,979)
Other comprehensive income
(loss):
Unrealized gain (loss) on
hedging activities (311) -- (569) --
Cumulative effect of
adoption of SFAS 133
on January 1, 2001 -- -- (1,023) --
----------- ----------- ----------- -----------
Comprehensive income (loss) $ 4,013 $ (708) $ 2,502 $ (12,979)
=========== =========== =========== ===========
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 our 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. We caution 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, our ability to continue our acquisition strategy,
successfully manage our growth, and obtain funds to finance
growth and operations, 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, disputes with
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 our
unaudited consolidated financial statements for the periods ended
September 30, 2001 and 2000, included elsewhere in this report,
and our audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and
Results of Operations included in our Annual Report of Form 10-K
for the year ended December 31, 2000.
Results of Operations
The following table sets forth, for the periods indicated, our
statements of operations expressed as a percentage of revenues.
Quarter Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of Revenues 80.7 82.5 82.4 88.7
----------- ----------- ----------- -----------
Gross Profit 19.3 17.5 17.6 11.3
Goodwill Amortization 0.7 1.0 0.8 1.0
Selling, General and
Administrative Expenses 7.3 9.0 9.0 10.2
----------- ----------- ----------- -----------
Operating Income 11.3 7.5 7.8 0.1
Interest Expense 4.5 7.7 5.4 7.4
Other Expense (Income), net 0.2 (1.1) (0.1) (1.4)
----------- ----------- ----------- -----------
Income (Loss) Before Income
Taxes 6.6 0.9 2.5 (5.9)
Provision (Benefit) for Income
Taxes 2.9 1.9 1.1 (0.6)
----------- ----------- ----------- -----------
Income (Loss) Before Cumulative
Effect of Change in Accounting
Principle 3.7 (1.0) 1.4 (5.3)
Cumulative Effect of Change in
Accounting Principle -- -- -- 0.3
----------- ----------- ----------- -----------
Net Income (Loss) 3.7% (1.0)% 1.4% (5.6)%
=========== =========== =========== ===========
Quarter Ended September 30, 2001 Compared to Quarter Ended September 30, 2000
Revenues. Revenues for the quarter ended September 30, 2001
increased 46% to $115.9 million from $79.3 million for the
quarter ended September 30, 2000. The increase in revenues was
primarily attributable to increased activity and improved pricing
in certain areas including Gulf of Mexico diving, Gulf of
Mexico marine support, West Africa, Latin America, and Asia
Pacific, partially offset by decreased activity in Gulf of
Mexico offshore construction.
Gross Profit. For the quarter ended September 30, 2001, we had
gross profit of $22.4 million compared with $13.9 million for the
quarter ended September 30, 2000. The substantial increase was
the result of increased activity and/or improved pricing in
certain areas including Gulf of Mexico marine support, West
Africa, and Latin America. As a percentage of revenues, gross
profit for the quarter ended September 30, 2001 was 19% compared
to 18% for the quarter ended September 30, 2000.
Selling, General and Administrative Expenses. For the quarter
ended September 30, 2001, selling, general and administrative
expenses were $8.5 million as compared to $7.2 million reported
during the quarter ended September 30, 2000. The increase in
selling, general and administrative expenses is attributable to
costs associated with strengthening the Company's marketing and
business development areas and certain accounting fees. As a
percentage of revenues, they decreased to 7% during the quarter
ended September 30, 2001, compared to 9% during the quarter ended
September 30, 2000. The percentage decrease was due to the
increase in revenues.
Depreciation and Amortization. Depreciation and amortization,
including amortization of dry-docking costs, for the quarter
ended September 30, 2001 was $13.8 million compared to the $10.9
million recorded in the quarter ended September 30, 2000. Due to
the increased activity, units of production depreciation expense
increased correspondingly, resulting in an increase in overall
depreciation expense for the quarter ended September 30, 2001.
Interest Expense. Interest expense decreased to $5.2 million for
the quarter ended September 30, 2001, from $6.1 million for the
quarter ended September 30, 2000, due to lower outstanding debt
levels and lower interest rates, partially offset by capitalized
interest amounts in the same period last year.
Other Expense / Income. Other income decreased by $1.2 million to
an expense of $0.3 million for the quarter ended September 30,
2001 from income of $0.9 million for the quarter ended September
30, 2000. This decrease is due primarily to interest income on
escrow funds that occurred in the third quarter of 2000 and the
amortization of certain debt related fees that occurred in the
second quarter of 2001.
Net Income (Loss). For the quarter ended September 30, 2001, we
recorded net income of $4.3 million as compared to a net loss of
$0.7 million recorded for the quarter ended September 30, 2000.
The increase is due to the increase in gross profit. The
effective tax rate was 44% for the quarter ended September 30,
2001.
Segment Information. We have identified seven reportable
segments as required by SFAS 131. The following discusses the
results of operations for each of those reportable segments
during the third quarter of 2001 and 2000.
Gulf of Mexico Offshore Construction - Revenues for offshore
construction services in the Gulf of Mexico decreased 33% to
$30.4 million (including $1.4 million intersegment revenues) for
the quarter ended September 30, 2001 from $45.7 million
(including $0.1 million intersegment revenues) for the quarter
ended September 30, 2000. The decrease was attributable to
decreased activity and inclement weather delays. The activity
decline and weather delays resulted in a loss before taxes of
$3.2 million for the quarter ended September 30, 2001 as compared
to income before taxes of $5.5 million for the quarter ended
September 30, 2000.
Gulf of Mexico Diving - Revenues from diving related services in
the Gulf of Mexico increased 25% to $14.9 million (including $5.1
million intersegment revenues) for the quarter ended September
30, 2001 from $11.9 million (including $6.7 million intersegment
revenues) for the quarter ended September 30, 2000. The increase
was attributable to increased activity and mix of contract work.
This segment reported income before taxes of $3.0 million for the
quarter ended September 30, 2001 compared to income before taxes
of $2.2 million for the same period in 2000.
Gulf of Mexico Marine Support - Increased activity and pricing
increased Gulf of Mexico marine support revenues 51% to $12.0
million (including $0.9 million intersegment revenues) for the
quarter ended September 30, 2001, compared to $8.0 million
(including $1.3 million intersegment revenues) for the quarter
ended September 30, 2000. The increased pricing and utilization
resulted in income before taxes of $4.5 million for the quarter
ended September 30, 2001 compared to income before taxes of $1.7
million for the quarter ended September 30, 2000.
West Africa - Revenues increased to $6.6 million for the quarter
ended September 30, 2001 compared to $0.8 million for the same
period in 2000 due to increased activity. Income before taxes
increased to $0.1 million for the quarter ended September 30,
2001 from a loss before taxes of $2.5 million for the same period
in 2000.
Latin America - Revenues increased 127% to $27.3 million for the
quarter ended September 30, 2001 compared to $12.0 million for
the same period of 2000. This segment reported income before
taxes of $4.5 million for the quarter ended September 30, 2001
compared to a loss before taxes of $3.7 million for the quarter
ended September 30, 2000. The improvement in revenues and
results was attributable to increased activity.
Asia Pacific - Increases in activity in the Asia Pacific region
resulted in an increase in revenues of 268%, to $31.3 million for
the quarter ended September 30, 2001 compared to $8.5 million for
the quarter ended September 30, 2000. Due to lower margins on
certain offshore construction contracts, this segment, however,
reported a loss before taxes of $0.8 million for the quarter
ended September 30, 2001 compared to a loss before taxes of $0.1
million for the quarter ended September 30, 2000.
Middle East - Revenues increased nominally to $0.7 million for
the quarter ended September 30, 2001 compared to $0.2 million for
the quarter ended September 30, 2000. Results improved by $1.3
million to a loss before taxes of $1.0 million for the quarter
ended September 30, 2001 from a loss before taxes of $2.3 million
for the quarter ended September 30, 2000.
Nine Months Ended September 30, 2001 Compared to Nine Months
Ended September 30, 2000
Revenues. Revenues for the nine months ended September 30, 2001
of $296.1 million were 31% higher than revenues for the nine
months ended September 30, 2000 of $226.1 million. The increase
in revenues resulted primarily from increased activity and / or
improved pricing in certain areas including Gulf of Mexico
diving, Gulf of Mexico marine support, Latin America and Asia
Pacific, partially offset by decreased activity in West Africa
and Gulf of Mexico offshore construction.
Gross Profit. For the nine months ended September 30, 2001, we
had gross profit of $52.0 million compared with $25.5 million for
the nine months ended September 30, 2000. The increase was
primarily the result of increased activity and / or improved
pricing for our services in certain areas including Gulf of
Mexico diving, Gulf of Mexico marine support, West Africa, Latin
America and Asia Pacific. As a percentage of revenues, gross
profit for the nine months ended September 30, 2001 was 18%
compared to 11% for the nine months ended September 30, 2000.
Selling, General, and Administrative Expenses. For the nine
months ended September 30, 2001, selling, general, and
administrative expenses were $26.7 million compared to $23.1
million during the nine months ended September 30, 2000. The
increase in selling, general and administrative expenses is
attributable to costs associated with strengthening the Company's
marketing and business development areas and certain accounting
and legal fees. As a percentage of revenues, selling, general,
and administrative expenses decreased to 9% for the nine months
ended September 30, 2001, compared to 10% during the nine months
ended September 30, 2000. The percentage decrease was due to the
increase in revenues.
Depreciation and Amortization. Depreciation and amortization,
including amortization of dry-docking costs, for the nine months
ended September 30, 2001 was $39.1 million compared to the $35.2
million recorded in the nine months ended September 30, 2000.
Due to the increased activity, units of production depreciation
expense increased correspondingly, resulting in an overall
increase in depreciation expense for the nine months ended
September 30, 2001.
Interest Expense. Interest expense decreased $0.7 million to
$16.1 million for the nine months ended September 30, 2001,
compared to $16.8 million for the nine months ended September 30,
2000. The decrease was principally due to lower debt levels,
partially offset by capitalized interest amounts in same period
last year.
Other Income. Other income decreased $2.7 million to $0.4 million
for the nine months ended September 30, 2001 compared to $3.1
million for the same period in 2000. The difference is
attributable to a third party settlement gain and increased
interest income on funds in escrow which occurred during the nine
months ended September 30, 2000 and debt covenant waiver and
amendment fees during the nine months ended September 30, 2001.
The decrease was partially offset by the recognition of a gain on
the disposition of one vessel.
Net Income (Loss). For the nine months ended September 30, 2001,
we recorded net income of $4.1 million, compared to a net loss of
$12.9 million for the nine months ended September 30, 2000. Due
to lower than expected earnings in certain of our foreign
jurisdictions, the effective tax rate was raised to 44% for the
year.
Segment Information. We have identified seven reportable segments
as required by SFAS 131. The following discusses the results of
operations for each of those reportable segments during the first
nine months of 2001 and 2000.
Gulf of Mexico Offshore Construction - During the nine months
ended September 30, 2001, revenues decreased due to decreased
activity. This segment's gross revenues decreased 2% to $86.0
million (including $2.6 million intersegment revenues) for the
nine months ended September 30, 2001 compared to $88.1 million
(including $0.6 million intersegment revenues) for the nine
months ended September 30, 2000. Activity decreases, certain
inclement weather delays, and reduced pricing resulted in a loss
before taxes of $6.6 million for the nine months ended
September 30, 2001, compared to a loss before taxes of $0.4 million
for the same period in 2000.
Gulf of Mexico Diving - Revenues from diving related services in
the Gulf of Mexico increased 20% to $31.9 million (including
$10.8 million intersegment revenues) compared to $26.5 million
(including $11.7 million intersegment revenues) for the same
period in 2000 due to increased activity. The increased activity
resulted in income before taxes of $1.9 million for the quarter
ended September 30, 2001 compared to $1.4 million for the quarter
ended September 30, 2000.
Gulf of Mexico Marine Support - Gulf of Mexico marine support
continued to benefit from increased activity and pricing during
the nine months ended September 30, 2001. Revenues from this
segment increased 70% to $35.4 million (including $2.9 million
intersegment revenues) for the nine months ended September 30,
2001, compared to $20.8 million (including $3.6 million
intersegment revenues) for the same period in 2000. As a result
of an overall increase in activity levels and improved prices,
income before taxes increased to $15.0 million for the nine
months ended September 30, 2001 compared to $1.7 million for the
nine months ended September 30, 2000.
West Africa - For the nine months ended September 30, 2001,
revenues decreased 33% to $22.0 million from $32.9 million for
the nine months ended September 30, 2000. The decline in
revenues was due primarily to the completion of two large
contracts during the nine months ended September 30, 2000, one of
which had a large portion of fabrication and procurement content.
Income before taxes increased to $2.2 million for the nine months
ended September 30, 2001 from a loss of $2.6 million for the same
period in 2000. Earnings increased despite the decline in
revenues due to changes in the mix of contract work.
Latin America - Revenues increased 9% to $45.5 million in the
nine months ended September 30, 2001 from $41.8 million for the
nine months ended September 30, 2000. The increase was
attributable to increased activity in the segment. Income before
taxes increased to $1.2 million for the nine months ended
September 30, 2001 from a loss before taxes of $4.4 million for
the same period in 2000.
Asia Pacific - Asia Pacific revenues increased 289% to $82.0
million for the nine months ended September 30, 2001 from $21.1
million for the nine months ended September 30, 2000. The
significant improvement in revenues was the result of increased
activity in the region. Results improved by $2.6 million to a
loss before taxes of $4.4 million for the nine months ended
September 30, 2001 from a loss before taxes of $7.0 million for
the same period in 2000.
Middle East - Revenues decreased $0.2 million to $9.5 million for
the nine months ended September 30, 2001, compared to $9.7
million for the nine months ended September 30, 2000. Results
improved by $0.4 million to a loss before taxes of $1.8 million
for the nine months ended September 30, 2001 from a loss before
taxes of $2.2 million for the nine months ended September 30,
2000.
Liquidity and Capital Resources
Our cash balance decreased by $9.2 million to $16.2 million at
September 30, 2001 compared to $25.4 million at December 31,
2000. Our operations used cash of $3.2 million during the nine
months ended September 30, 2001. Working capital increased $33.8
million during the nine months ended September 30, 2001 to $71.8
million at September 30, 2001 from $37.9 million at December 31,
2000. The increase in working capital is due primarily to an
increase in accounts receivable partially offset by an increase
in accounts payable, both of which reflect our increasing
activity.
Capital expenditures during the nine months ended September 30,
2001 aggregated $7.8 million. We estimate that the cost to
complete capital expenditure projects in progress at September
30, 2001, will be approximately $5.2 million, all of which is
expected to be incurred during the next twelve months.
Long-term debt outstanding at September 30, 2001 (including
current maturities), includes $124.8 million of Title XI bonds,
$27.6 million of Lake Charles Harbor and Terminal District bonds,
$5.2 million of Heller Financial debt, and $91.0 million drawn
against our credit facility.
We maintain a $275.0 million credit facility, which currently
consists of a $175.0 million term loan facility and a $100.0
million revolving loan facility. As of October 31, 2001, we had
$9.0 million of credit capacity under our credit facility. Both
the term and revolving loan facilities mature on December 30,
2004. The term and revolving loan facilities permit both prime
rate bank borrowings and London Interbank Offered Rate
("LIBOR") borrowings plus a floating spread. The spreads can
range from 1.00% to 2.25% and 2.25% to 3.50% for prime rate and
LIBOR based borrowings, respectively. In addition, the credit
facility allows for certain fixed rate interest options on
amounts outstanding. Stock of the Company's subsidiaries,
certain real estate, and the majority of the Company's vessels
collateralize the loans under the credit facility. Both the term
and revolving loan facilities are subject to certain financial
covenants. Effective June 30, 2001, we amended our credit
facility and obtained a waiver of two covenants that were not met
at June 30, 2001. The amendment i) reduced the requirements of
the Leverage Ratio covenant for the quarter ending September 30,
2001 and the Fixed Charge Coverage Ratio covenant for the
quarters ending September 30, 2001 and December 31, 2001, and
increased the requirements of both covenants for the quarter
ending March 31, 2002 and thereafter; ii) significantly increased
the requirement of the Consolidated Net Worth covenant for the
quarter ending December 31, 2001 and thereafter; and iii)
increased the interest rate spread applicable to the Company's
borrowings under the credit facility. In consideration for this
waiver and amendment, the Company paid a fee of $0.8 million. At
September 30, 2001 we were in compliance with our credit
facility. Based upon our current expectations of our operations,
the significantly increased Consolidated Net Worth covenant will
not be met at the end of the fourth quarter of 2001 and the
Leverage Ratio covenant may not be met at the end of the first
quarter of 2002. We are currently in negotiations with our
lenders regarding this matter and expect to either amend our
existing agreement or obtain the necessary waiver, although there
can be no assurance that a waiver or amendment will be granted.
If the foregoing is not obtained, substantially all of our debt
will be classified as a current liability at December 31, 2001 and
additional borrowing under the credit facility may be unavailable.
Our Title XI bonds mature in 2020, 2022, and 2025. The bonds
carry interest rates of 8.30%, 7.25%, and 7.71% per annum,
respectively, and require aggregate semi-annual payments of $2.8
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 our operations and our ability to pay cash dividends.
At September 30, 2001, we were in compliance with these
covenants.
We also have short-term credit facilities at our foreign
locations that aggregate $4.5 million and are secured by letters
of credit. Additionally, in the normal course of business, we
provide 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 September 30, 2001 was
$18.8 million.
We expect funds available under the credit facilities, available
cash, and cash generated from operations to be sufficient to fund
the Company's operations (including the anticipated increase in
working capital required to fund increasing activity), 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. For flexibility, the Company maintains
a shelf registration statement that permits the issuance of up to $500
million of debt and equity securities.
Industry Outlook
The events of September 11, 2001, have caused demand for energy
to decrease and oil and gas prices to become more volatile.
These trends could have an adverse effect on our future
prospects. In light of these adversities we are continuing to
actively monitor our business and make the appropriate business
changes when deemed necessary. We have, however, been
experiencing an increase in bid activity in all of our geographic
regions except for Latin America and our activity levels have
also been increasing. We have strategically positioned ourselves
in anticipation of this growth. We are anticipating continued
strengthening in our domestic and foreign operating areas and we
are expecting that this will result in continued revenue growth.
As of September 30, 2001, our backlog was approximately $220.8
million, the largest in our history. We expect most of
this backlog to be performed within twelve months. We do not
consider our backlog amounts to be a reliable indicator of future
revenues.
New Accounting Pronouncement
On June 29, 2001, the Financial Accounting Standards Board
("FASB") concluded its voting process on Statement of Financial
Accounting Standards ("SFAS") No. 141, Business Combinations, and
this statement was issued in July 2001. SFAS No. 141 requires
that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. Goodwill and certain
intangible assets will remain on the balance sheet and not be
amortized. On an annual basis, and when there is reason to
suspect that their values have been diminished or impaired, these
assets must be tested for impairment, and write-downs may be
necessary. We adopted this accounting standard
effective July 1, 2001, as required.
On June 29, 2001, FASB concluded its voting process of SFAS No.
142, Goodwill and Other Intangible Assets, and this statement was
issued in July 2001. SFAS No. 142 changes the accounting for
goodwill from an amortization method to an impairment-only
approach. Amortization of goodwill, including goodwill recorded
in past business combinations, will cease upon adoption of this
statement. Amortization expense of existing goodwill was
approximately $0.8 million and $2.3 million for the three and
nine months ended September 30, 2001. We are required to
implement SFAS No. 142 on January 1, 2002 and we have not
determined the impact that this statement will have on our
consolidated financial position or result of operations.
SFAS No. 143, Accounting for Asset Retirement Obligations,
requires the recording of liabilities for all legal obligations
associated with the retirement of long-lived assets that result
from the normal operation of those assets. These liabilities are
required to be recorded at their fair values (which are likely to
be the present values of the estimated future cash flows) in the
period in which they are incurred. SFAS 143 requires the
associated asset retirement costs to be capitalized as part of
the carrying amount of the long-lived asset. The asset
retirement obligation will be accreted each year through a charge
to expense. The amounts added to the carrying amounts of the
assets will be depreciated over the useful lives of the assets.
We are required to implement SFAS No. 143 on January 1,
2003, and we have not determined the impact that this statement
will have on its consolidated financial position or results of
operations.
SFAS No. 144, Accounting for the Impairment or Disposal of Long-
lived Assets, promulgates standards for measuring and recording
impairments of long-lived assets. Additionally, this standard
establishes requirements for classifying an asset as held for
sale, and changes existing accounting and reporting standards for
discontinued operations and exchanges for long-lived assets. We
are required to implement SFAS No. 144 on January 1, 2002,
and we do not expect the implementation of this standard to
have a material effect on our financial position or
results of operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
In 2000, we entered into interest rate swap agreements, which
effectively modified the interest characteristics of $30.0
million of our outstanding long-term debt. The agreements
involve the exchange of a variable interest rate of LIBOR plus
3.00% for amounts based on fixed interest rates of between 7.32%
to 7.38% plus 3.00%. These swaps have maturities between eight
and twenty months. These transactions were entered into in the
normal course of business primarily to hedge rising interest
rates. The estimated fair market value of the interest rate swap
based on quoted market prices was ($1.3) million as of September
30, 2001. A hypothetical 100 basis point decrease in the average
interest rates applicable to such debt would result in a change
of approximately ($0.4) million in the fair value of this
instrument. Quantitative and qualitative disclosures about
market risk are in Item 7A of our 10-K for the period ended
December 31, 2000.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In November of 1999, we notified Groupe GTM that as a result of
material adverse changes and other breaches by Groupe GTM, we
were no longer bound by and were terminating the Share Purchase
Agreement to purchase the shares of ETPM S.A. Groupe GTM
responded stating that they believed we were 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. We notified Groupe GTM
that we do not believe that the liquidated damages provision is
applicable to our termination of the Share Purchase Agreement.
On December 23, 1999, we filed suit against Groupe GTM in
Tribunal de Commerce de Paris to recover damages. On June 21,
2000, Groupe GTM filed an answer and counterclaim against us
seeking the liquidated damages of $25.0 million and other
damages, costs and expenses of approximately $1.5 million. We
believe that the outcome of these matters will not have a
material adverse effect on our business or financial statements.
We are involved in various routine legal proceedings primarily
involving claims for personal injury under the General Maritime
Laws of the United States and Jones Act because of alleged
negligence. We believe that the outcome of all such proceedings,
even if determined adversely, would not have a material adverse
effect on our business or financial statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
15.1 - Letter regarding unaudited interim
financial information.
(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/ TIMOTHY W. MICIOTTO
----------------------------------------------
Timothy W. Miciotto
Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
November 9, 2001
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