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, 1997 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 incorporation or organization)(I.R.S. Employer Identification No.) 107 Global Circle P.O. Box 31936, Lafayette, LA 70593-1936 (Address of principal executive offices) (Zip Code) (318) 989-0000 (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 o No APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares of the Registrant's Common Stock outstanding as of August 5, 1997 was 45,446,088. 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 9 Part II Item 1. Legal Proceedings 13 Item 6. Exhibits and Reports on Form 8-K 13 Signature 14 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors and Shareholders of Global Industries, Ltd. We have reviewed the condensed consolidated financial statements of Global Industries, Ltd. and subsidiaries, as listed in the accompanying index, as of June 30, 1997 and for the three-month periods ended June 30, 1997 and 1996. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Global Industries, Ltd. and subsidiaries as of March 31, 1997, and the related consolidated statements of operations, shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated June 6, 1997 (June 24, 1997 as to Note 13), 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 March 31, 1997 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. DELOITTE & TOUCHE LLP July 31, 1997 New Orleans, Louisiana Global Industries, Ltd. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share data) (Unaudited) Quarter Ended June 30, 1997 1996 Revenues $63,176 $50,332 Cost of Revenues 42,337 37,979 Gross Profit 20,839 12,353 Equity in Net Earnings (Loss) of (1,656) -- Unconsolidated Affiliate Selling, General and Administrative 4,247 2,970 Expenses Operating Income 14,936 9,383 Other Income (Expense): Interest Expense (130) (71) Other 1,515 137 1,385 66 Income Before Income Taxes 16,321 9,449 Provision for Income Taxes 6,202 2,806 Net Income $10,119 $ 6,643 Weighted Average Common Shares Outstanding 46,567,000 39,436,000 Net Income Per Share $ 0.22 $ 0.17 See Notes to Consolidated Financial Statements. Global Industries, Ltd. CONSOLIDATED BALANCE SHEETS (Dollars in thousands) (Unaudited) June March 30, 1997 31, 1997 ASSETS Current Assets: Cash $ 51,156 $ 63,981 Escrowed funds 18,995 19,112 Receivables 57,800 51,762 Advances to unconsolidated affiliate 3,434 13,913 Prepaid expenses and other 4,762 2,874 Total current assets 136,147 151,642 Escrowed Funds 1,552 1,447 Property and Equipment, net 287,719 243,915 Other Assets: Deferred charges, net 7,274 6,469 Investment in and advances to 1,883 15,071 unconsolidated affiliate Other 5,597 4,143 Total other assets 14,754 25,683 Total $440,172 $422,687 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current maturities of long-term debt $ 1,984 $ 2,266 Accounts payable 29,838 29,828 Accrued liabilities 13,175 9,453 Accrued profit-sharing 4,766 3,566 Insurance payable 3,124 2,802 Total current liabilities 52,887 47,915 Long-Term Debt 40,900 40,947 Deferred Income Taxes 23,598 21,598 Commitments and Contingencies Shareholders' Equity: Preferred stock -- -- Common stock, issued and outstanding, 45,418,294, and 45,278,375 shares, respectively 454 454 Additional paid-in capital 201,772 201,331 Retained earnings 120,561 110,442 Total shareholders' equity 322,787 312,227 Total $440,172 $422,687 See Notes to Consolidated Financial Statements. Global Industries, Ltd. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Quarter Ended June 30, 1997 1996 Cash Flows From Operating Activities: Net income $10,119 $ 6,643 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 4,855 3,549 Deferred income taxes 2,000 1,000 Equity in net (earnings) loss of unconsolidated affiliate 1,656 -- Changes in operating assets and liabilities: Receivables (6,038) (3,745) Prepaid expenses and other (1,888) 457 Accounts payable and accrued 5,254 7,207 liabilities Other (32) -- Net cash provided by (used in) 15,926 15,111 operating activities Cash Flows From Investing Activities: Additions to property and equipment (47,629) (10,810) Additions to deferred charges (1,646) (1,642) Net repayment of advances to 22,011 -- unconsolidated affiliate Other (1,469) (95) Net cash (used in) investing (28,733) (12,547) activities Cash Flows From Financing Activities: Proceeds from sale of common stock 311 229 Net proceeds (repayment) of long-term (329) 3,894 debt Net cash provided by (used in) (18) 4,123 financing activities Cash: Increase (Decrease) (12,825) 6,687 Beginning of period 63,981 5,430 End of period $51,156 $12,117 Supplemental Cash Flow Information: Interest paid, net of amount $ 83 $ 86 capitalized Income taxes paid 500 446 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"). Effective December 23, 1996, the Company acquired a 49% ownership in CCC Fabricaciones y Construcciones, S.A. de C.V., which is accounted for by 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 quarter ended June 30, 1997, are not necessarily indicative of the results that may be expected for the year ending March 31, 1998. 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 fiscal year ended March 31, 1997. The accompanying consolidated financial statements for June 30, 1996 have been adjusted to reflect a two-for-one common stock split effected in August of 1996. The financial statements required by Rule 10-01 of Regulation S-X have been reviewed by independent public accountants as stated in their report included herein. 2. Commitments and Contingencies - The Company is a party in legal proceedings and potential claims arising in the ordinary course of business. Management does not believe these matters will have a material adverse effect on the Company's consolidated financial statements. Aker Gulf Marine filed suit against the company in the U.S. District Court, Western District of Louisiana, Lafayette Division in December of 1995 seeking $8.2 million in additional costs believed by it to be owed because of change orders during construction of the Pioneer and $5.0 million for disruption, acceleration and delay damages. Under an agreement reached with Aker Gulf Marine, Global was given clear title to the Pioneer in exchange for $3.2 million and the posting of a $4.5 million bond in favor of Aker Gulf Marine. Such amounts and release of the vessel are without prejudice to each company's rights to pursue claims against the other in pending litigation or otherwise. The Company does not believe that Aker Gulf Marine's claims are valid and is vigorously defending against them and does not believe that ultimate resolution of the claims will have a material adverse impact on the Company's financial statements. The Company has guaranteed certain indebtedness and commitments of CCC approximating $50.6 million at June 30, 1997. The Company estimates that the cost to complete capital expenditure projects in progress at June 30, 1997 approximates $90.0 million. 3. Subsequent Event - On July 31, 1997, the Company completed the acquisition of certain business operations and assets of Sub Sea International, Inc. and certain of its subsidiaries. The purchase price consisted of $102 million, paid in cash and funded from available cash and borrowings under the Company's existing credit line, and the assumption of certain liabilities. The major assets acquired in the transaction include three construction barges, four liftboats and one dive support vessel based in the United States, four support vessels based in the Middle East, and support vessels and ROVs based in the Far East and Asia Pacific. 4. Recent Accounting Pronouncements - In February 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"), which changes the method of calculating earnings per share ("EPS"). SFAS 128 requires the presentation of "basic" EPS and "diluted" EPS on the face of the statement of operations. Basic EPS is computed by dividing the net income available to common shareholders by the weighted-average shares of outstanding common stock. The calculation of diluted EPS is similar to basic EPS except that the denominator includes dilutive common stock equivalents such as stock options and warrants. The statement is effective for financial statements for periods ending after December 15, 1997. The Company will adopt SFAS 128 in the third quarter of fiscal 1998, as early adoption is not permitted. When adopted, it will require restatement of prior years' EPS. Had the provisions of SFAS 128 been in effect as of June 30, 1997, the Company would have reported basic EPS of $0.22 and diluted EPS of $0.22 for the three months ended June 30, 1997. In June 1997, the FASB issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130 requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. This statement does not require a specific format for that financial statement but requires that an entity display an amount representing total comprehensive income for the period in that financial statement. SFAS 130 requires that an entity classify items of other comprehensive income by their nature in a financial statement. For example, other comprehensive income may include foreign currency items and unrealized gains and losses on certain investments in debt and equity securities. In addition, the accumulated balance of other comprehensive income must be displayed separately from retained earnings and additional paid- in capital in the equity section of a statement of financial position. Reclassification of financial statements for earlier periods, provided for comparative purposes, is required. The Company has not determined the impact that the adoption of this new accounting standard will have on its consolidated financial statements. The Company will adopt this accounting standard effective April 1, 1998, as required. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. General The following commentary presents management's discussion and analysis of the Company's financial condition and results of operations. Certain of the statements included below, including those regarding future financial performance or results or that are not historical facts, are or contain "forward-looking" information as that term is defined in the Securities Act of 1933, as amended. The words "expect," "believe," "anticipate," "project," "estimate," and similar expressions are intended to identify forward-looking statements. The Company cautions readers that any such statements are not guarantees of future performance or events and such statements involve risks, uncertainties and assumptions, including but not limited to industry conditions, general economic conditions, competition, ability of the Company to successfully manage its growth, operating risks, risks of international operations, risks of vessel construction and other factors discussed below and in the Company's Annual Report on Form 10-K for the year ended March 31, 1997. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, those 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, 1997 and 1996, included elsewhere in this report and the Company's audited consolidated financial statement and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1997. During fiscal 1997 the Company completed the following acquisitions: Norman Offshore Pipelines, Inc., ("Norman"), a pipeline construction company operating in the United States, which included two shallow water pipelay vessels; Divcon International Pty Ltd.'s ("Divcon") diving and remotely operated vehicles ("ROV's") assets in Southeast Asia; and a 49% ownership interest in a Mexican marine construction contractor, CCC Fabricaciones y Construcciones, S.A. de C.V. ("CCC"), as well as two 400 foot combination pipelay derrick barges, the Comanche and the Shawnee (formerly the DB-21 and DB-l5), operating in West Africa and in Mexico (under charter to CCC), respectively. The Company's investment in CCC is accounted for under the equity method. During the second quarter of fiscal 1998, the Company completed the acquisition of certain business operations and assets of Sub Sea International, Inc. and certain of its subsidiaries. The $102 million cash portion of the purchase price was funded from available cash and borrowings under the Company's existing credit line. The major assets acquired in the transaction include three construction barges, four liftboats and one dive support vessel based in the United States, four support vessels based in the Middle East, and support vessels and ROVs based in the Far East and Asia Pacific. Although the Company has been expanding its international operations, 73% of the Company's revenues in fiscal 1997 and 91% of revenues in the first quarter of fiscal 1998 were derived from work performed in the Gulf of Mexico. The offshore marine construction industry in the Gulf of Mexico is highly seasonal as a result of weather conditions and the timing of capital expenditures by oil and gas companies. Historically, a substantial portion of the Company's services has been performed during the period from June through November. As a result, a disproportionate portion of the Company's revenues, gross profit and net income is generally earned during the second (July through September) and third (October through December) quarters of its fiscal year. Because of seasonality, full year results are not likely to be a direct multiple of any particular quarter or combination of quarters. The following table documents the seasonal nature of the Company's operations by presenting the percentage of revenues, gross profit and net income contributed by each fiscal quarter for the past three fiscal years. Quarter Ended June 30, Sept. 30, Dec. 31, March 31, Revenues, three year average 22% 32% 25% 21 % Gross profit, three year average 21 38 25 16 Net income, three year average 20 40 25 15 The Company expanded its operations offshore West Africa during the first half of fiscal 1996. Strong demand in this market during the fourth quarters of fiscal 1996 and fiscal 1997 resulted in the fourth quarters of fiscal 1996 and fiscal 1997 making a significantly greater contribution to the year's revenues, gross profit and net income than historically, which has a significant impact on the three year averages shown above. 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 June 30, 1997 1996 Revenues 100.0% 100.0 % Cost of revenues (67.0) (75.5) Gross profit 33.0 24.5 Equity in net earnings (loss) of unconsolidated affiliate (2.6) -- Selling, general and administrative expenses (6.7) (5.9) Interest expense (0.2) (0.1) Other income (expense), net 2.3 0.3 Income before income taxes 25.8 18.8 Provision for income taxe s 9.8 (5.6) Net income 16.0 13.2 The Company's results of operations reflect the level of offshore construction activity in the Gulf of Mexico and West Africa for the first quarter of fiscal 1997 and 1998, and in Asia Pacific for the first quarter of fiscal 1998, and the Company's ability to win jobs through competitive bidding and manage projects to successful completion. The level of offshore construction activity is principally determined by three factors: first, the oil and gas industry's ability to economically justify placing discoveries of oil and gas reserves on production; second, the oil and gas industry's need to clear all structures from the lease once the oil and gas reserves have been depleted; and third, weather events such as major hurricanes. First Quarter Fiscal 1998 Compared to First Quarter Fiscal 1997 Revenues. Revenues for the first quarter of fiscal 1998 of $63.2 million were 26% higher than the $50.3 million recorded in the first quarter of fiscal 1997, with strong contributions from Gulf of Mexico pipelay, derrick, liftboat and diving services in the current quarter as compared to the same period a year earlier. The Norman acquisition completed on July 1, 1996 and the additional shallow water assets acquired resulted in a greater contribution from the Coastal Division in the first quarter of fiscal 1998, as compared to the first quarter of fiscal 1997. The increases were partially offset by lower revenues from West Africa and the absence of the Hercules (which was undergoing a major upgrade) during the first quarter of fiscal 1998 as compared to the same period a year earlier. Barge days employed were 444 in the first quarter of fiscal 1998 compared with 332 days in the 1997 period, with increases largely from the addition of the Coastal Division barges as well as the charter of the Shawnee to CCC in Mexico. Liftboat and DSV days of 1,563 in the most recent period were 18% higher than the 1,320 days during the year earlier period. Diver days totaled 8,781 in the first quarter of fiscal 1998 compared with 3,545 a year earlier, as a result of higher activity and additional days from the Norman and Divcon acquisitions. Depreciation and Amortization. Depreciation and amortization expenses, including amortization of drydocking costs, were $4.9 million in the first quarter of fiscal 1998 compared to $3.5 million a year earlier. The increase was principally attributable to additions to the fleet during the year and the depreciation expense resulting from those additions. Gross Profit. Gross profit for the first quarter of fiscal 1998 of $20.8 million was 69% higher than the $12.4 million gross profit for the same quarter a year earlier. The gross profit increase was primarily attributable to the increases in domestic services, partially offset by lower than normal gross profit from international operations resulting from lower activity and revenues from West Africa. Gross profit as a percent of revenues increased for the first quarter of fiscal 1998 to 33.0% as compared to 24.5% for the same quarter a year earlier, primarily due to the greater domestic service revenues with higher gross profit margins. Selling, General and Administrative Expenses. Selling, general and administrative expenses for the first quarter of fiscal 1998 were $4.2 million, 43% higher than the $3.0 million expense for the same quarter a year earlier. A provision for retirement and incentive compensation plan expense of $1.2 million was recorded in the first quarter of fiscal 1998, compared to $0.4 million for the same period a year earlier. Of the first quarter fiscal 1998 provision, $0.4 million was included in selling, general and administrative expenses, compared to $0.2 million for the same period a year earlier. The increase in selling, general and administrative expenses largely reflects the cost of staff added in order to manage the Company's expansion. Interest Expense and Other Income (Expense). Interest expense, net of $0.5 million of capitalized interest cost, was $0.1 million in the first quarter fiscal 1998 compared to less than $ 0.1 million in the same quarter a year earlier. Other income (expense) in the first quarter fiscal 1998 of $1.5 million was higher than the $0.1 million reported a year earlier largely because the Company had higher cash balances available for investment. Net Income. Net income for the first quarter of fiscal 1998 totaled $10.1 million, an increase of 53% from $6.6 million in the same quarter a year earlier. Included in net income for the first quarter of fiscal 1998 is a $1.7 million loss associated with the Company's 49% ownership interest in CCC. The Company's effective income tax rate increased from 29.7% in the first quarter of fiscal 1997 to 38.0% in the current quarter, reflecting the loss of the benefit of a lower effective tax rate for the Company's international operations which provided a smaller percentage of revenues during the first quarter of fiscal 1998 as compared to the year earlier period. Liquidity and Capital Resources The Company's operations generated cash flow of $15.9 million during the first quarter of fiscal 1998. Cash from operations, together with available cash, funded net investing activities of $28.7 million. Investing activities consisted principally of capital expenditures, dry-docking costs and reimbursement of funds advanced to CCC. Working capital decreased $22.5 million during the first three months of fiscal 1998 from $103.7 million at March 31, 1997 to $81.3 million at June 30, 1997. Capital expenditures during the first quarter included the $21.0 million to acquire the Seminole (previously the DLB 900) and $3.2 million to acquire the Sea Tiger (previously the Bulan Malai), and $12.3 million for continued construction of the upgrade of the Hercules. The Company estimates that the cost to complete capital expenditure projects in progress at June 30, 1997 approximates $90.0 million. The addition of conventional pipelay capability and dynamic positioning to the Hercules is now scheduled for completion during the second quarter of fiscal 1998 with an estimated cost of $15.0 million, which is in addition to the approximately $50.0 million previously spent. Long-term debt outstanding at June 30, 1997 including current maturities), consist primarily of $41.4 million of Title XI bonds. Included in this amount are $20.3 million of bonds which the Company issued during August 1996 to finance the construction of two liftboats, a launch barge and a cargo barge. The Company's outstanding Title XI bonds mature in 2003, 2005, 2020 and 2022, carry interest rates of 9.15%, 8.75% , 8.30% , and 7.25% per annum, respectively, and require aggregate semi-annual payments of $0.5 million (until January 1998, when aggregate semi- annual payments will be $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, which, if not met, result in additional covenants that restrict the operations of the Company and its ability to pay cash dividends. The Company is currently in compliance with these covenants. The proceeds of the 1996 Title XI bonds were placed in escrow pending completion and delivery of the four vessels. During August 1997 the final vessel is to be completed and delivered and the funds are expected to be released from escrow. In July 1997 the Company completed the acquisition of certain assets and operations from Sub Sea International, Inc. for a purchase price of $102 million. In addition, as noted above the Company acquired the Seminole in June 1997. The cost of these acquisitions was primarily funded by cash generated from operations and borrowings of $77 million under the Company's Credit Facility. The Company maintains an $85.0 million revolving line of credit ("Loan Agreement") with a syndicate of commercial banks. The revolving credit facility of the Loan Agreement is available until June 30, 2000, at which time the amount available is reduced to zero over two years. Borrowings under the facility are unsecured bear interest at fluctuating rates, and are payable on July 30, 2002. Continuing access to the Revolving Line of Credit is conditioned upon the Company remaining in compliance with the covenants of the Loan Agreement, including the maintenance of certain financial ratios. At June 30, 1997, no amounts were outstanding under the Loan Agreement and the Company was in compliance with the covenants contained therein. Funds available under the Company's credit facility and Title XI bonds, combined with available cash, and cash generated from operations, are expected to provide sufficient funds for the Company's operations, scheduled debt retirement, planned capital expenditures, and working capital needs for the foreseeable future. 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 Sates 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. Aker Gulf Marine filed suit against the company in the U.S. District Court, Western District of Louisiana, Lafayette Division in December of 1995 seeking $8.2 million in additional costs believed by it to be owed because of change orders during construction of the Pioneer and $5.0 million for disruption, acceleration and delay damages. Under an agreement reached with Aker Gulf Marine, Global was given clear title to the Pioneer in exchange for $3.2 million and the posting of a $4.5 million bond in favor of Aker Gulf Marine. Such amounts and release of the vessel are without prejudice to each company's rights to pursue claims against the other in pending litigation or otherwise. The Company does not believe that Aker Gulf Marine's claims are valid and is vigorously defending against them and does not believe that ultimate resolution of the claims will have a material adverse impact on the Company's financial statements. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 15.1 - Letter regarding unaudited interim financial information. 27.1 - Financial Data Schedule. (b) Reports on Form 8-K During the quarter covered by this report the Registrant filed: Current Report on Form 8-K dated July 31, 1997, reporting the consummation of the acquisition of certain assets of Sub Sea International. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GLOBAL INDUSTRIES, LTD. By: /s/MICHAEL J. POLLOCK ___________________________________ Michael J. Pollock Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) August 14, 1997 EXHIBIT 15 August 13, 1997 Global Industries, Ltd. 107 Global Circle Lafayette, Louisiana 70503 We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Global Industries, Ltd. and subsidiaries for the periods ended June 30, 1997 and 1996, as indicated in our report dated July 31, 1997; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, is incorporated by reference in Registration Statement Nos. 33-58048 and 33-89778 on Form S-8. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. DELOITTE & TOUCHE LLP New Orleans, Louisiana