========================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 1, 2002 =========================================================================== GLOBAL INDUSTRIES, LTD. (Exact name of registrant as specified in its charter) Louisiana 2-56600 72-1212563 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or organization) Number) Identification No.) 8000 Global Drive Carlyss, LA 70665 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (337) 583-5000 =========================================================================== ITEM 9. REGULATION FD DISCLOSURE On July 31, 2002, Global Industries, Ltd. issued a press release announcing operating results for the Second Quarter and Six Months Ended June 30, 2002 and revised annual earnings guidance, a copy of which is filed with this report and incorporated herein by reference. This report is being furnished in accordance with Rule 101(e)(1) under Regulation FD and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report contains forward-looking information about the Company's business and prospects based on current information and expectations of the Company that involve a number of risks, uncertainties, and assumptions. Among the factors that could cause the actual results to differ materially are: industry conditions, prices of crude oil and natural gas, the Company's ability to obtain and the timing of new projects, and changes in competitive factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual outcomes could vary materially from those indicated. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Not applicable. (b) PRO FORMA FINANCIAL INFORMATION. Not applicable. (c) EXHIBITS 99.1 Press Release dated July 31, 2002 =========================================================================== SIGNATURES 	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 hereunto duly authorized. GLOBAL INDUSTRIES, LTD. By: /s/ TIMOTHY W. MICIOTTO ___________________________________ Timothy W. Miciotto Senior Vice President/ Chief Financial Officer Dated: August 1, 2002 =========================================================================== EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION ------- ------------------- 99.1 Press Release dated July 31, 2002 =========================================================================== EXHIBIT 99.1 [GLOBAL INDUSTRIES, LTD. LOGO] FOR IMMEDIATE RELEASE PRESS RELEASE CONTACT: WILLIAM J. DORE', JR. 713-479-7979 =========================================================================== Global Industries, Ltd. Announces Operating Results for the Second Quarter and Six Months Ended June 30, 2002 Carlyss, Louisiana, (July 31, 2002) Global Industries, Ltd. (NASDAQ: GLBL) reported net income of $9.8 million, or $0.10 per share, for the second quarter ended June 30, 2002 compared to net income of $2.8 million, or $0.03 per share, for the quarter ended June 30, 2001. Net income for the six months ended June 30, 2002 was $5.0 million, or $0.05 per share, compared to a net loss of $0.2 million, or $0.00 per share for the six months ended June 30, 2001. Revenues for the second quarter ended June 30, 2002 increased $48.4 million, or 44%, to $157.4 million from $109.0 million for the quarter ended June 30, 2001. Revenues for the six months ended June 30, 2002 increased $81.8 million to $262.1 million from $180.3 million for the six months ended June 30, 2001. The Company has revised its earnings guidance for fiscal 2002. Earnings per share for the year are now expected to be in the range of $.22 to $.27. This decrease is due primarily to continuing market uncertainty in the U.S. Gulf of Mexico. William J. Dore', Global's Chairman and Chief Executive Officer stated: "We are pleased to report a 44% increase in revenues and a 246% increase in net income this quarter as compared to the same period last year. During the quarter, we booked over $132 million in new work resulting in a backlog of $295.2 million at quarter- end, our third largest quarter-end backlog in history. Our worldwide market place is both dynamic and demanding, but one of considerable opportunity. We are strategically positioned, both operationally and financially, to capitalize on these opportunities. Although we have been experiencing some near-term softness in our domestic markets, we remain optimistic about our future and the future of our industry. We continue to focus our efforts on increasing market share, successfully executing projects, and enhancing financial performance." A conference call will be held at 9:00 a.m. Central Daylight Time on Thursday, August 1, 2002. Anyone wishing to listen to the conference call should dial (800) 553-0358 or (612) 338-9017 and ask for the "Global Industries Second Quarter Earnings" call. Phone lines will open ten minutes prior to the start of the call. Alternatively, the call will be webcast in real-time on the Company's web site at www.globalind.com, where it will also be archived for anytime reference until August 15, 2002. All individuals listening to the conference call or the replay are reminded that all conference call material is copyrighted by Global and cannot be recorded or rebroadcast without Global's express written consent. Global Industries provides pipeline construction, platform installation and removal, diving services, and other marine support to the oil and gas industry in the Gulf of Mexico, West Africa, Asia Pacific, Middle East/India, South America, and Mexico's Bay of Campeche. The Company's shares are traded on the NASDAQ National Market System under the symbol "GLBL". This press release may contain forward-looking information based on current information and expectations of the Company that involve a number of risks, uncertainties, and assumptions. Among the factors that could cause the actual results to differ materially are industry conditions, prices of crude oil and natural gas, the Company's ability to obtain and the timing of new projects, and changes in competitive factors. Additional factors are included in the Company's 10K. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual outcomes could vary materially from those indicated. Set forth below are the Company's results of operations and selected balance sheet amounts for the periods indicated --------------------------------- (In thousands, except shares and per share amounts) ---------------------------------- Three Months Ended Three Months Ended June 30, 2002 June 30, 2001 Results of Operations - ------------------------------------- ------------------- ------------------ Revenues $ 157,443 $ 109,018 Gross profit 27,802 20,531 Goodwill amortization -- 743 Selling, general, and administrative expenses 9,189 9,282 ------------------- ------------------ Operating income 18,613 10,506 ------------------- ------------------ Interest expense 3,576 5,622 Other expense (income) (99) 609 ------------------- ------------------ Income before income taxes 15,136 4,275 Income taxes 5,302 1,434 ------------------- ------------------ Net income $ 9,834 $ 2,841 =================== ================== Average shares - ------------------------------------- Basic 102,413,000 92,670,000 Diluted 103,433,000 95,074,000 Income per share - ------------------------------------- Basic $ 0.10 $ 0.03 Diluted 0.10 0.03 Other data - ------------------------------------- Depreciation and amortization $ 16,478 $ 13,785 Deferred income taxes 846 1,473 Backlog at June 30, 2002 and 2001 295,162 117,268 Reportable Segments - ------------------------------------- Revenues U.S. Gulf of Mexico offshore construction $ 26,506 $ 31,302 U.S. Gulf of Mexico diving 6,611 9,784 U.S. Gulf of Mexico marine support 8,800 12,574 West Africa 14,471 5,339 Latin America 69,212 14,118 Asia Pacific 33,866 37,580 Middle East 1,653 3,466 Other -- 96 Intersegment eliminations (3,676) (5,241) ------------------- ------------------ $ 157,443 $ 109,018 =================== ================== Income (loss) before income taxes U.S. Gulf of Mexico offshore construction $ 1,209 $ (454) U.S. Gulf of Mexico diving (781) 20 U.S. Gulf of Mexico marine support 1,175 5,551 West Africa (3,721) (436) Latin America 12,439 (1,475) Asia Pacific 5,234 2,020 Middle East (1,139) (978) Other 720 27 ------------------- ------------------ $ 15,136 $ 4,275 Set forth below are the Company's results of operations and selected balance sheet amounts for the periods indicated --------------------------------- (In thousands, except shares and per share amounts) ---------------------------------- Six Months Ended Six Months Ended June 30, 2002 June 30, 2001 Results of Operations - ------------------------------------- ------------------- ------------------ Revenues $ 262,108 $ 180,289 Gross profit 34,674 29,598 Goodwill amortization -- 1,486 Selling, general, and administrative expenses 18,385 18,191 ------------------- ------------------ Operating income 16,289 9,921 ------------------- ------------------ Interest expense 7,934 10,952 Other expense (income) 658 (620) ------------------- ------------------ Income (loss) before income taxes 7,697 (411) Income taxes (benefit) 2,699 (181) ------------------- ------------------ Net income (loss) $ 4,998 $ (230) =================== ================== Average shares - ------------------------------------- Basic 98,226,000 92,551,000 Diluted 98,736,000 92,551,000 Income per share - ------------------------------------- Basic $ 0.05 $ (0.00) Diluted 0.05 (0.00) Other data - ------------------------------------- Depreciation and amortization $ 29,839 $ 25,978 Deferred income taxes (benefit) (3,885) (1,059) Reportable Segments - ------------------------------------- Revenues U.S. Gulf of Mexico offshore construction $ 42,231 $ 55,514 U.S. Gulf of Mexico diving 12,872 16,958 U.S. Gulf of Mexico marine support 17,390 23,330 West Africa 38,196 15,385 Latin America 108,127 18,245 Asia Pacific 48,362 50,649 Middle East 4,407 8,789 Other -- 333 Intersegment eliminations (9,477) (8,914) ------------------- ------------------ $ 262,108 $ 180,289 =================== ================== Income (loss) before income taxes U.S. Gulf of Mexico offshore construction $ (5,947) $ (3,335) U.S. Gulf of Mexico diving (2,886) (1,050) U.S. Gulf of Mexico marine support 2,607 10,451 West Africa (860) 2,112 Latin America 15,891 (3,257) Asia Pacific 399 (3,640) Middle East (1,723) (773) Other 216 (919) ------------------- ------------------ $ 7,697 $ (411) =================== ================== Selected Balance Sheet amounts June 30, 2002 December 31, 2001 - ------------------------------------- ------------------- ------------------ Cash $ 20,761 $ 11,540 Working capital 117,578 64,558 Total assets 787,727 748,177 Debt 172,746 234,740 Shareholders' equity 483,829 396,764