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 June 30, 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 August 4, 2000 was 92,132,981.
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 18
Part II
Item 1. Legal Proceedings 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 6. Exhibits and Reports of Form 8-K 19
Signature 20
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 June 30, 2000 and for the quarter and
six month periods ended June 30, 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 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, 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
August 2, 2000
New Orleans, Louisiana
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
Quarter Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
Revenues $ 68,022 $ 92,343 $ 146,762 $ 171,635
Cost of Revenues 61,563 83,232 135,157 152,770
Gross Profit 6,459 9,111 11,605 18,865
Goodwill Amortization 696 42 1,451 84
Equity in Loss of Unconsolidated
Affiliate -- 3,000 -- 5,000
Selling, General and
Administrative Expenses 8,238 6,952 15,933 12,682
---------- ---------- ---------- ----------
Operating Income (Loss) (2,475) (883) (5,779) 1,099
---------- ---------- ---------- ----------
Other Expense (Income):
Interest Expense 5,504 2,647 10,759 5,636
Other (2,802) (1,835) (2,177) (3,158)
---------- ---------- ---------- ----------
2,702 812 8,582 2,478
---------- ---------- ---------- ----------
Loss Before Income Taxes (5,177) (1,695) (14,361) (1,379)
Provision (Benefit) for Income
Taxes 293 (601) (2,873) (483)
---------- ---------- ---------- ----------
Loss before Cumulative Effect of
Change in Accounting Principle (5,470) (1,094) (11,488) (896)
Cumulative Effect of Change in
Accounting Principle(net of
$0.4 million of tax) -- -- 783 --
---------- ---------- ---------- ----------
Net Loss $ (5,470) $ (1,094) $ (12,271) $ (896)
========== ========== ========== ==========
Weighted Average Common Shares
Outstanding:
Basic 91,904,000 90,723,000 91,790,000 90,787,000
Diluted 91,904,000 90,723,000 91,790,000 90,787,000
Loss Per Share Before Cumulative
Effect:
Basic $ (0.06) $ (0.01) $ (0.13) $ (0.01)
Diluted $ (0.06) $ (0.01) $ (0.13) $ (0.01)
Net Loss Per Share:
Basic $ (0.06) $ (0.01) $ (0.13) $ (0.01)
Diluted $ (0.06) $ (0.01) $ (0.13) $ (0.01)
Pro forma amounts assuming
retroactive application
of change in accounting
principle:
Net Loss $ (5,470) $ (1,259) $ (12,271) $ (1,202)
Basic $ (0.06) $ (0.01) $ (0.13) $ (0.01)
Diluted $ (0.06) $ (0.01) $ (0.13) $ (0.01)
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
June 30, December 31,
2000 1999
------------ ------------
ASSETS
Current Assets:
Cash $ 30,316 $ 34,087
Escrowed funds 29,855 5,796
Receivables 96,957 92,835
Other receivables 9,787 8,600
Prepaid expenses and other 10,036 8,162
Assets held for sale 5,335 --
------------ ------------
Total current assets 182,286 149,480
------------ ------------
Escrowed Funds 38 922
------------ ------------
Property and Equipment, net 530,949 539,178
------------ ------------
Other Assets:
Deferred charges, net 22,923 20,979
Goodwill, net 42,639 43,997
Other 1,259 1,379
------------ ------------
Total other assets 66,821 66,355
------------ ------------
Total $ 780,094 $ 755,935
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 26,582 $ 20,165
Accounts payable 55,142 50,033
Employee-related liabilities 7,439 7,244
Income taxes payable 166 5,352
Other accrued liabilities 16,237 8,125
------------ ------------
Total current liabilities 105,566 90,919
------------ ------------
Long-Term Debt 253,974 232,242
------------ ------------
Deferred Income Taxes 31,834 34,596
------------ ------------
Shareholders' Equity
Common stock issued, 93,543,110 and
92,670,940 shares, respectively 935 926
Additional paid-in capital 218,913 216,109
Treasury stock at cost (1,429,500 shares) (15,012) (15,012)
Accumulated other comprehensive loss (8,970) (8,970)
Retained earnings 192,854 205,125
------------ ------------
Total shareholders' equity 388,720 398,178
------------ ------------
Total $ 780,094 $ 755,935
============ ============
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30,
--------------------------
2000 1999
------------ ------------
Cash Flows From Operating Activities:
Net loss $ (12,271) $ (896)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 24,335 24,481
Deferred income taxes (2,340) 1,750
Equity in net loss of unconsolidated affiliate -- 5,000
Cumulative effect of change in accounting
principle 783 --
Other (55) 252
Changes in operating assets and liabilities
Receivables (5,302) 2,554
Receivables from unconsolidated affiliate -- (7,151)
Prepaid expenses and other (2,258) (1,940)
Accounts payable and accrued liabilities 10,520 116
------------ ------------
Net cash provided by operating activities 13,412 24,166
------------ ------------
Cash Flows From Investing Activities:
Additions to property and equipment (13,324) (20,357)
Escrowed funds, net (23,175) 4,324
Additions to deferred charges (9,761) (4,476)
Net advances to unconsolidated affiliate -- (8,523)
Other -- (190)
------------ ------------
Net cash used in investing activities (46,260) (29,222)
------------ ------------
Cash Flows From Financing Activities:
Proceeds from sale of common stock 2,044 873
Proceeds from short-term debt -- 1,490
Proceeds from long-term debt 134,200 556
Payments of long-term debt (107,167) --
------------ ------------
Net cash provided by financing activities 29,077 2,919
------------ ------------
Effect of Exchange Rate Changes on Cash -- (100)
Cash:
Decrease (3,771) (2,237)
Beginning of period 34,087 25,368
------------ ------------
End of period $ 30,316 $ 23,131
============ ============
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 June 30, 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 June 30, 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 Financial
Accounting Standards Board ("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 June 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 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, as amended, and concluded that
implementation of the new standard is not currently expected
to have a material effect on the consolidated financial
statements.
In December 1999, the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements." SAB 101 summarizes
certain of the SEC's views in applying generally accepted
accounting principles to revenue recognition in financial
statements. SAB 101, as amended, is effective beginning in
the fourth quarter of 2000. Management currently believes
that this new accounting pronouncement should not have any
material effect on the Company's 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 net income by $0.3 million or
less than $0.01 per share and $0.8 million or $0.01 per share
for the quarter and six months ended June 30, 2000,
respectively. 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 June 30, 2000, the change had the effect of reducing
depreciation expense by $0.1 million and increasing net
income by $0.1 million or less than $0.01 per share. For the
six months ended June 30, 2000, the change had the effect of
reducing depreciation expense by $0.6 million and increasing
net income by $0.5 million or $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. Assets Held for Sale - The Company reclassified certain fixed
assets out of Property and Equipment into Assets Held for
Sale. These assets, which are expected to be sold within
twelve months, have been taken out of service and are no
longer being depreciated.
5. 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. Both
the term loan and the revolving loan facilities are subject
to certain financial covenants with which the Company was in
compliance with at June 30, 2000. One of these financial
covenants is near its limit and the Company's current
expectations of its operations may result in one or more of
such covenants not being met at the end of the third quarter.
If such covenants cannot be met, the Company expects to seek
waivers from its lenders.
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 held in escrow, are expected
to be released in the third or early fourth quarter of 2000.
These bonds mature in 2025 and require semi-annual payments of
$2.0 million, plus interest.
The Company is a party to interest rate swap agreements, which
effectively modifies the interest characteristics of
$65,000,000 of its outstanding long-term debt. The agreements
involve the exchange of a variable interest rate of LIBOR plus
2.75% for amounts based on fixed interest rates of between
7.32% to 7.38% plus 2.75%. These swaps have maturities
between twelve to thirty-six months.
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. On June 21, 2000, 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 $28.0 million of
Port Improvement Revenue Bonds. At June 30, 2000,
outstanding letters of credit and bonds approximated $40.1
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
June 30, 2000 was $32.2 million.
The Company estimates that the cost to complete capital
expenditure projects in progress at June 30, 2000
approximates $6.2 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 and six months ended
June 30, 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 Six Months Ended
June 30, June 30,
---------- ---------- ---------- ----------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(in thousands)
Revenues from external
customers:
Gulf of Mexico Offshore
Construction $ 25,048 $ 29,284 $ 41,929 $ 51,266
Gulf of Mexico Diving 5,485 8,090 9,516 8,993
Gulf of Mexico Marine Support 5,967 4,015 10,478 7,869
West Africa 7,367 21,721 32,122 51,237
Asia Pacific 9,455 20,314 12,650 40,604
Latin America 8,734 7,057 29,814 8,218
Middle East 5,514 1,575 9,497 2,782
---------- ---------- ---------- ----------
$ 67,570 $ 92,056 $ 146,006 $ 170,969
========== ========== ========== ==========
Intersegment revenues:
Gulf of Mexico Offshore
Construction $ 405 $ 93 $ 458 $ 476
Gulf of Mexico Diving 3,117 1,159 5,021 4,109
Gulf of Mexico Marine Support 1,150 1,018 2,293 1,602
Asia Pacific 61 -- 79 --
Middle East 28 -- 28 --
---------- ---------- ---------- ----------
$ 4,761 $ 2,270 $ 7,879 $ 6,187
========== ========== ========== ==========
Income (loss) before income taxes:
Gulf of Mexico Offshore
Construction $ (865) $ 1,374 $ (5,916) $ 1,178
Gulf of Mexico Diving (367) (360) (804) (1,947)
Gulf of Mexico Marine Support 162 (1,014) 23 (1,611)
West Africa (2,703) 2,680 (120) 10,362
Asia Pacific (1,382) (1,124) (6,977) (775)
Latin America (2,942) (2,808) (742) (5,377)
Middle East 796 (1,117) 192 (4,267)
---------- ---------- ---------- ----------
$ (7,301) $ (2,369) $ (14,344) $ (2,437)
========== ========== ========== ==========
The following table reconciles the reportable segments' revenues
and profit or loss presented above, to the Company's consolidated
totals.
Quarter Ended Six Months Ended
June 30, June 30,
---------- ---------- ---------- ----------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(in thousands)
Total revenues for reportable
segments $ 72,331 $ 94,326 $ 153,885 $ 177,156
Total revenues for other
segments 452 287 756 666
Elimination of intersegment
revenues (4,761) (2,270) (7,879) (6,187)
---------- ---------- ---------- ----------
Total consolidated revenues $ 68,022 $ 92,343 $ 146,762 $ 171,635
========== ========== ========== ==========
Total loss for reportable
segments $ (7,301) $ (2,369) $ (14,344) $ (2,437)
Total income (loss) for
other segments (8) 5 (57) 25
Unallocated corporate income 2,132 669 40 1,033
---------- ---------- ---------- ----------
Total consolidated loss
before taxes $ (5,177) $ (1,695) $ (14,361) $ (1,379)
========== ========== ========== ==========
8. Comprehensive Income - Following is a summary of the
Company's comprehensive income (loss) for the quarters and
six months ended June 30, 2000 and 1999:
Quarter Ended Six Months Ended
June 30, June 30,
---------- ---------- ---------- ----------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(in thousands)
Net loss $ (5,470) $ (1,094) $ (12,271) $ (896)
Other comprehensive income(loss):
Foreign currency translation
adjustments -- 1,987 -- (85)
---------- ---------- ---------- ----------
Comprehensive income (loss) $ (5,470) $ 893 $ (12,271) $ (981)
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 June 30, 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 Six Months Ended
June 30, June 30,
---------- ---------- ---------- ----------
2000 1999 2000 1999
---------- ---------- ---------- ----------
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of Revenues 90.5 90.1 92.1 89.0
---------- ---------- ---------- ----------
Gross Profit 9.5 9.9 7.9 11.0
Goodwill Amortization 1.0 0.0 1.0 0.0
Equity in Loss of
Unconsolidated Affiliate -- 3.3 -- 2.9
Selling, General and
Administrative Expenses 12.1 7.5 10.9 7.4
---------- ---------- ---------- ----------
Operating Income (Loss) (3.6) (0.9) (4.0) 0.7
Interest Expense 8.1 2.9 7.3 3.3
Other Expense (Income), net (4.1) (1.9) (1.5) (1.8)
---------- ---------- ---------- ----------
Loss Before Income Taxes (7.6) (1.9) (9.8) (0.8)
Provision (Benefit) for Income
Taxes 0.4 (0.7) (2.0) (0.3)
---------- ---------- ---------- ----------
Loss Before Cumulative Effect
of Change in Accounting
Principle (8.0) (1.2) (7.8) (0.5)
Cumulative Effect of Change in
Accounting Principle -- -- 0.5 --
---------- ---------- ---------- ----------
Net Loss (8.0)% (1.2)% (8.3)% (0.5)%
========== ========== =========== ==========
Quarter Ended June 30, 2000 Compared to Quarter Ended June 30, 1999
Revenues. Revenues for the quarter ended June 30, 2000 were
$68.0 million as compared to $92.3 million for the quarter ended
June 30, 1999. The decrease in revenues resulted largely from
decreased activity in certain areas including Asia Pacific, West
Africa, Mexico and Gulf of Mexico Offshore Construction and was
partially offset by an increase in revenues from Middle East and
Gulf of Mexico Marine Support.
Gross Profit. For the quarter ended June 30, 2000, the Company
had gross profit of $6.5 million compared with $9.1 million for
the quarter ended June 30, 1999. The 29% decrease was largely
the result of decreased activity in certain areas including Asia
Pacific, West Africa, and Gulf of Mexico Offshore Construction.
Gulf of Mexico offshore construction pricing pressures further
contributed to the decrease. As a percentage of revenues, gross
profit for the quarter ended June 30, 2000 was 10% compared to
the gross profit percentage earned for the quarter ended June 30,
1999 of 10%. Gross profit as a percent of revenues was lower in
most areas due to pricing pressures.
Goodwill Amortization/Equity in Loss of Unconsolidated Affiliate.
Goodwill amortization expense increased to $0.7 million in the
quarter ended June 30, 2000 from a nominal amount in the
comparable period in 1999 due to amortization of goodwill
resulting from the Company's acquisition of the offshore marine
construction business of CCC Fabricaciones y Construcciones, S.A.
de C.V. in July 1999. In the quarter ended June 30, 2000 the
Company reported no equity loss of unconsolidated affiliate as a
result of the transfer of its interest in CCC in July 1999.
Selling, General and Administrative Expenses. For the quarter
ended June 30, 2000, selling, general and administrative expenses
were $8.2 million as compared to $7.0 million reported during the
quarter ended June 30, 1999. As a percentage of revenues, they
increased to 12% during the quarter ended June 30, 2000, compared
to 8% during the quarter ended June 30, 1999. The percentage
increase is due primarily to the reduction in revenues with no
corresponding decrease in selling, general and administrative
expenses, coupled with the addition of costs attributable to the
consolidation of the Company's Mexican operations.
Depreciation and Amortization. Depreciation and amortization,
including amortization of dry-docking costs, for the quarter
ended June 30, 2000 was $11.1 million compared to the $11.8
million recorded in the quarter ended June 30, 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 $0.3 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 June 30, 2000, the change had the effect of
reducing depreciation expense by $0.1 million and increasing net
income by $0.1 million or less than $0.01 per share.
Interest Expense. Interest expense was $5.5 million (net of
capitalized interest) for the quarter ended June 30, 2000,
compared to $2.6 million for the quarter ended June 30, 1999.
The increase was due primarily to higher average long-term debt
outstanding and increased interest rates.
Other Expense / Income. Other income increased $1.0 million
primarily due to a third party settlement gain and increased
interest income on funds in escrow.
Net Loss. For the quarter ended June 30, 2000, the Company
recorded a net loss of $5.5 million as compared to a net loss of
$1.1 million recorded for the quarter ended June 30, 1999. Due to
lower than expected earnings in certain of the Company's foreign
jurisdictions, during the quarter the Company lowered its
effective tax rate to 20% for the year, from 35% for the year in
the quarter ended March 31, 2000. The effective tax rate for the
quarter ended June 30, 1999 was 35%.
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 13% to $25.5 million (including $0.4 million
intersegment revenues) for the quarter ended June 30, 2000
compared to $29.4 million (including $0.1 million intersegment
revenues) for the quarter ended June 30, 1999. The reduced
pipelay activity and decreasing pricing caused income before
taxes to decline to a loss of $0.9 million during the quarter
ended June 30, 2000 compared to income of $1.4 million for the
quarter ended June 30, 1999.
Gulf of Mexico Diving - Revenues from diving related services in
the Gulf of Mexico decreased 8% to $8.6 million (including $3.1
million intersegment revenues) for the quarter ended June 30,
2000 from $9.3 million (including $1.2 million intersegment
revenues) for the quarter ended June 30, 1999. The decrease is
attributed to a decrease in diver utilization. The segment had a
loss before taxes for the period of $0.4 million compared to loss
before taxes of $0.4 million for the same period ended June 30,
1999.
Gulf of Mexico Marine Support - Increased demand and pricing
increased Gulf of Mexico Marine Support revenues 42% to $7.1
million (including $1.2 million intersegment revenues) for the
quarter ended June 30, 1999, compared to $5.0 million (including
$1.0 million intersegment revenues) for the quarter ended June
30, 1999. Increased pricing and utilization resulted in income
before taxes for the three months ended June 30, 2000 of $0.2
million compared to a loss of $1.0 million for the quarter ended
June 30, 1999.
West Africa - Due to decreased demand and the completion of one
large contract in the quarter ended June 30, 1999, revenues
decreased 66% to $7.4 million for the quarter ended June 30, 2000
compared to $21.7 million for the same period ended June 30,
1999. Income before taxes decreased to a loss of $2.7 million for
the quarter ended June 30, 2000 compared to income of $2.7
million for the same period ended June 30, 1999.
Asia Pacific - Revenues from Asia Pacific construction decreased
substantially to $9.5 million for the quarter ended June 30, 2000
as compared to $20.3 million for the quarter ended June 30, 1999.
Income before taxes also declined to a loss of $1.4 million for
the quarter ended June 30, 2000 compared to a loss before taxes
of $1.1 million for the quarter ended June 30, 1999. Declines in
revenues and earnings were due primarily to decreased activity.
Latin America - The acquisition of CCC's offshore marine
construction business in July 1999 resulted in higher revenues
and higher costs from Latin America for the quarter ended June
30, 2000. Revenue for the quarter was $8.7 million compared to
$7.1 million for the quarter ended June 30, 1999. Income before
taxes decreased to a loss of $2.9 million compared to a loss
before taxes of $2.8 million for the same period ended June 30,
1999.
Middle East - Due to increases in activity, revenues increased to
$5.5 million for the quarter ended June 30, 2000 compared to $1.6
million for the quarter ended June 30, 1999. Income before taxes
increased to $0.8 million for the period compared to a $1.1 loss
for the quarter ended June 30, 1999.
Six Months Ended June 30, 2000 Compared to Six Months Ended
June 30, 1999
Revenues. Revenues for the six months ended June 30, 2000 of
$146.7 million were 15% lower than revenues for the six months
ended June 30, 1999 of $171.6 million. The decrease in revenues
resulted largely from decreased activity in certain areas
including Gulf of Mexico, West Africa and Asia Pacific, and was
partially offset by increased Latin America, Middle East and Gulf
of Mexico Marine support activity and revenues. The decrease is
also attributable to lower pricing for the Company's services
resulting from declining demand and increased competition for
available projects.
Gross Profit. For the six months ended June 30, 2000, the Company
had gross profit of $11.6 million compared with $18.9 million for
the six months ended June 30, 1999. The 39% decrease was largely
the result of decreased activity and lower pricing for the
Company's services in certain areas including Gulf of Mexico
Offshore Construction, West Africa, and Asia Pacific. As a
percentage of revenues, gross profit for the six months ended
June 30, 2000 was 8% compared to the gross profit percentage
earned for the six months ended June 30, 1999 of 11%.
Goodwill Amortization/Equity in Loss of Unconsolidated Affiliate.
Goodwill amortization expense increased to $1.5 million in the
quarter ended June 30, 2000 from $0.1 million in the comparable
period in 1999 due to amortization of goodwill resulting from the
Company's acquisition of the offshore marine construction
business of CCC Fabricaciones y Construcciones, S.A. de C.V. in
July 1999. In the six months ended June 30, 2000 the Company
reported no equity loss of unconsolidated affiliate as a result
of the transfer of its interest in CCC in July 1999.
Selling, General, and Administrative Expenses. For the six months
ended June 30, 2000, selling, general, and administrative
expenses of $15.9 million were 25% higher than the $12.7 million
reported during the six months ended June 30, 1999. As a
percentage of revenues, they increased to 11% during the six
months ended June 30, 2000, compared to 7% during the six months
ended June 30, 1999. The increase is principally attributable to
the consolidation of the Company's Mexican operations.
Depreciation and Amortization. Depreciation and amortization,
including amortization of drydocking costs, for the six months
ended June 30, 2000 was $24.3 million compared to the $24.5
million recorded in the six months ended June 30, 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 net income by $0.8 million or $0.01 per share
for the six months ended June 30, 2000.
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 six months ended June 30, 2000, the change had the effect
of reducing depreciation expense by $0.6 million and increasing
net income by $0.5 million or $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 $10.8 million net of
capitalized interest for the six months ended June 30, 2000,
compared to $5.6 million for the six months ended June 30, 1999.
The increase was principally due to higher average long-term debt
outstanding and higher interest rates.
Net Loss. Net loss for the six months ended June 30, 2000 was
$12.3 million, compared to a net loss of $0.9 million recorded
for the six months ended June 30, 1999, principally due to the
overall decline in demand for the Company's services, pricing
decreases, and increased interest expense. Due to lowered than
expected earnings in certain of the Company's foreign
jurisdictions, the Company lowered its effective tax rate to 20%
for the year. The Company's effective tax rate was 35% in the
quarter ended March 31, 2000. The effective tax rate for the six
months ended June 30, 1999 was 35%. These changes to the
effective tax rate further compounded the Company's losses.
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 - During the six months
ended June 30, 2000, revenues declined due to decreased demand
for offshore construction services in the Gulf of Mexico and
resulting pricing pressures. This segment's gross revenues
declined 18% to $42.4 million (including $0.5 million
intersegment revenues) for the six months ended June 30, 2000
compared to $51.7 million (including $0.5 million intersegment
revenues) for the six months ended June 30, 1999. Income before
income taxes decreased to a loss of $5.9 million during the six
months ended June 30, 2000 compared to income before income taxes
of $1.2 million for the six months ended June 30, 1999.
Gulf of Mexico Diving - Gross revenues from diving-related
services in the Gulf of Mexico increased due to increased
activity. Revenues for the six months ended June 30, 2000
increased 11% to $14.5 million (including $5.0 million
intersegment revenues) compared to $13.1 million (including $4.1
million intersegment revenues) for the same period of 1999. The
segment had a loss before income taxes for the six months ended
June 30, 2000 of $0.8 million compared to a loss before income
taxes of $1.9 million during the same period ended June 30, 1999.
Gulf of Mexico Marine Support - Gulf of Mexico Marine Support
continued to benefit from increased activity and pricing during
the six months ended June 30, 2000. Revenues from this segment
increased 35% to $12.8 million (including $2.3 million
intersegment revenues) for the six months ended June 30, 2000,
compared to $9.5 million (including $1.6 million intersegment
revenues) for the same period of 1999. As a result of an overall
increase in activity levels and improved prices, income before
tax increased of $1.6 million to a nominal gain for the six
months ended June 30, 2000, compared to a loss before income
taxes of $1.6 million during the six months ended June 30, 1999.
West Africa - For the six months ended June 30, 2000, gross
revenues decreased 37% to $32.1 million compared to $51.2 million
for the six months ended June 30, 1999. The decline in revenues
is due primarily to the completion of two large contracts in the
six months ended June 30, 1999, one of which had a large level of
fabrication and procurement content. The decline in profits to a
loss of $0.1 million, from income before tax of $10.3 million for
the six months ended June 30, 1999, was primarily the result of
these contracts ending.
Asia Pacific - Asia Pacific revenues decreased to $12.7 million
for the six months ended June 30, 2000 from $40.6 million for the
six months ended June 30, 1999. This reduction was due primarily
to reduced activity and the completion of one large pipelay
contract in the six months ended June 30, 1999. Income before
tax declined to a $7.0 million loss as compared to a loss of $0.8
million for the periods ended June 30, 2000 and June 30, 1999,
respectively. The decline in profits was attributable to the
ending of the aforementioned project and increased pricing
pressures.
Latin America - The acquisition of CCC's offshore marine
construction business in July 1999 resulted in higher revenues
for Latin America for the six months ended June 30, 2000.
Revenues increased to $29.8 million from $8.2 million for June
30, 2000 and June 30, 1999, respectively. The loss before tax
improved by $4.6 million to a loss of $0.7 million for the period
ended June 30, 2000 as compared to the period ended June 30,
1999.
Middle East - Revenues increased to $9.5 million for
the six months ended June 30, 2000 compared to $2.8 million for
the six months ended June 30, 1999. The increase in revenues is
due to the increase in scope of one project. Income before tax
increased to $0.2 million for the period compared to a loss after
tax of $4.3 million for the six months ended June 30, 1999.
Liquidity and Capital Resources
The Company's cash balance decreased by $3.8 million to $30.3
million at June 30, 2000 compared to $34.1 million at December
31, 1999. The Company's operations generated cash flow of $13.4
million during the six months ended June 30, 2000. During the
six months, the Company borrowed an additional $29.1 million of
debt related to the Hercules Title XI financing. These funds
currently reside in escrow and are expected to be released in the
third or early fourth quarter of 2000. The Company funded
investing activities of $46.3 million, which consisted of a net
$23.2 million increase in escrow funds due principally to the
Hercules Title XI transaction, capital expenditures of $13.3
million, and dry-docking costs of $ 9.8 million. Working capital
increased $18.1 million during the six months ended June 30, 2000
from $58.6 million at December 31, 1999 to $76.7 million at June
30, 2000.
Capital expenditures during the six months ended June 30, 2000
aggregated $13.3 million, for the continued conversion and
upgrade of the Hercules, for the purchase of a new 190-foot class
liftboat and 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 June 30, 2000, will be
approximately $6.2 million, all of which is expected to be
incurred during the next twelve months. The addition of reel
pipelay capability to the Hercules is scheduled to be completed
in the third quarter of 2000. In addition, the Company is
upgrading its SWATH vessel, the Pioneer.
Long-term debt outstanding at June 30, 2000, (including current
maturities), includes $133.5 million of Title XI bonds, $28.0
million of Lake Charles Harbor and Terminal District bonds, $9.6
million of Heller Financial debt, $31.5 million drawn against the
Company's revolving line of credit, and $76.5 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 June 30, 2000. One of
these financial covenants is near its limit and the Company's
current expectations of its operations may result in one or more
of such covenants not being met at the end of the third quarter.
If such covenants cannot be met, the Company expects to seek
waivers from its lenders.
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 in the
third or early fourth 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 June 30, 2000, the Company was in
compliance with these covenants.
The Company also has short-term credit facilities at its foreign
locations that aggregate $4.5 million and are secured by parent
company guarantees. The outstanding balance on this line as of
June 30, 2000 is zero. 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 June
30, 2000 was $32.2 million.
As the Company has done in the past to offset a difficult market,
the Company is implementing certain cost containment and cash
conservation measures. These measures entail reviewing every
aspect of the Company's cost structure and taking the appropriate
reduction actions.
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 expected 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 is generally optimistic about the future as energy
prices have rebounded and are expected, in the near term, to
remain at these levels. The domestic market is experiencing both
construction and bid tender activity increases which are expected
to continue. The international market, however, has not yet
experienced this type of resurgence. As a result, the Company has
recently announced that it has lowered its expectations of
earnings for the remainder of the year for its international
operations. This market historically lags the domestic market
place, which may result in an improvement in activity and pricing
desensitivity in 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 was subsequently
amended by SFAS 137 in June 1999 and SFAS 138 in June 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 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, as amended, and concluded that
implementation of the new standard is not currently expected to
have a material effect on the consolidated financial statements.
In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements." SAB 101 summarizes certain of the SEC's
views in applying generally accepted accounting principles to
revenue recognition in financial statements. SAB 101, as
amended, is effective beginning in the fourth quarter of 2000.
Management currently believes that this new accounting
pronouncement should not have any material effect on the
Company's consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market
Risk
During the quarter ended June 30, 2000, the Company entered into
interest rate swap agreements, which effectively modified the
interest characteristics of $65,000,000 of its outstanding long-
term debt. The agreements involve the exchange of a variable
interest rate of LIBOR plus 2.75% for amounts based on fixed
interest rates of between 7.32% to 7.38% plus 2.75%. These swaps
have maturities between twelve to thirty-six 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 ($0.3) million as of June 30, 2000. A hypothetical
100 basis point increase in the average interest rates applicable
to such debt would result in a change of approximately $1.0
million in the fair value of this instrument. 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. On June 21, 2000 GTM subsequently 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.
Item 4. Submission of Matters to a Vote of Security Holders
The 2000 Annual Meeting of Shareholders of the Company was held
on May 17, 2000. At such meeting, each of the following persons
listed below were elected to the Board of Directors of the
Company for a term ending at the Company's 2001 Annual Meeting of
Shareholders. The number of votes cast with respect to the
election of each such person is set forth opposite such person's
name. The persons listed below constitute the entire Board of
Directors of the Company as of the 2000 Annual Meeting of
Shareholders.
Name of Director Number of Votes Cast
- ----------------------------------------------------------------------------
Broker
For Withhold Non-Vote Abstain
William J. Dore' 64,029,862 91,941 0 0
James C. Day 64,030,342 91,461 0 0
Edward P. Djerejian 64,030,342 91,461 0 0
Edgar G. Hotard 64,030,312 91,491 0 0
Michael J. Pollock 64,030,187 91,616 0 0
Item 6. Exhibits and Reports of Form 8-K
(a) Exhibits:
15.1 - Letter regarding unaudited interim financial
information.
27.1 - Financial Data Schedule.
(b) Reports on Form 8-K - None
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.
GLOBAL INDUSTRIES, LTD.
By: /s/ TIMOTHY W. MICIOTTO
--------------------------------------------
Timothy W. Miciotto
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
August 11, 2000