UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
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
Carlyss, Louisiana (Zip Code)
(Address of principal executive offices)
(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
Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). [X] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of the Registrant's Common Stock
outstanding, as of May 2, 2003 was 100,782,425.
Global Industries, Ltd.
Index - Form 10-Q
Part I - Financial Information
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 12
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 18
Item 4. Controls and Procedures 18
Part II - Other Information
Item 1. Legal Proceedings 19
Item 6. Exhibits and Reports of Form 8-K 19
Signature 20
Certifications 21
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
Global Industries, Ltd.
We have reviewed the condensed consolidated financial statements
of Global Industries, Ltd. and subsidiaries, as listed in the
accompanying index, as of March 31, 2003 and for the three-month
periods ended March 31, 2003 and 2002. 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, 2002, 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
12, 2003, 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, 2002 is fairly stated, in all
material respects, in relation to the consolidated balance sheet
from which it has been derived.
DELOITTE & TOUCHE LLP
May 7, 2003
New Orleans, Louisiana
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
Quarter Ended March 31,
---------------------------
2003 2002
------------- -------------
Revenues $ 148,940 $ 104,665
Cost of Revenues 138,152 97,793
Gross Profit 10,788 6,872
Selling, General and Administrative Expenses 9,479 9,196
Operating Income (Loss) 1,309 (2,324)
Other Expense :
Interest expense 2,745 4,358
Other 173 757
------------- -------------
2,918 5,115
------------- -------------
Loss Before Income Taxes (1,609) (7,439)
Benefit for Income Taxes (611) (2,603)
------------- -------------
Net Loss $ (998) $ (4,836)
============= =============
Weighted Average Common Shares Outstanding:
Basic 100,489,000 93,986,000
Diluted 100,489,000 93,986,000
Net Loss Per Share:
Basic $ (0.01) $ (0.05)
Diluted $ (0.01) $ (0.05)
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
March 31, December 31,
2003 2002
------------ ------------
ASSETS
Current Assets:
Cash $ 12,162 $ 28,204
Receivables - net of allowance of $7,769
for 2003 and $7,200 for 2002, respectively 145,045 112,822
Unbilled work on uncompleted contracts 38,044 31,415
Prepaid expenses and other 27,420 25,036
Assets held for sale 753 838
------------ ------------
Total current assets 223,424 198,315
------------ ------------
Property and Equipment, net 440,666 439,898
------------ ------------
Other Assets:
Deferred charges, net 24,844 20,993
Goodwill, net 37,655 37,655
Other 4,789 4,783
------------ ------------
Total other assets 67,288 63,431
------------ ------------
Total $ 731,378 $ 701,644
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 118,547 $ 85,272
Current maturities of long-term debt 5,927 5,927
Employee-related liabilities 8,759 8,851
Income taxes payable 8,138 4,588
Accrued interest 1,415 3,796
Advance billings on uncompleted contracts 1,118 8,232
Other accrued liabilities 11,097 6,589
------------ ------------
Total current liabilities 155,001 123,255
------------ ------------
Long-Term Debt 122,917 120,730
------------ ------------
Deferred Income Taxes 11,382 16,471
------------ ------------
Shareholders' Equity:
Common stock issued, 104,422,533 and
104,139,863 shares, respectively 1,044 1,041
Additional paid-in capital 310,119 308,460
Treasury stock at cost (3,654,500 shares) (24,130) (24,130)
Accumulated other comprehensive loss (9,185) (9,411)
Retained earnings 164,230 165,228
------------ ------------
Total shareholders' equity 442,078 441,188
------------ ------------
Total
$ 731,378 $ 701,644
============ ============
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Quarter Ended March 31,
---------------------------
2003 2002
------------ ------------
Cash Flows From Operating Activities:
Net loss $ (998) $ (4,836)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 12,089 13,361
Gain on sale, disposal of property and
equipment (61) (805)
Provision for (recovery of) doubtful
accounts 1,005 917
Deferred income taxes (5,089) (4,731)
Other (11) (39)
Changes in operating assets and liabilities
Receivables (39,857) 1,545
Prepaid expenses and other (2,278) (1,199)
Accounts payable and accrued liabilities 31,972 1,150
------------ ------------
Net cash (used in) provided by
operating activities (3,228) 5,363
------------ ------------
Cash Flows From Investing Activities:
Proceeds from sale of assets 110 3,324
Decrease in escrowed funds, net -- 15
Additions to property and equipment (8,897) (7,465)
Additions to deferred charges (7,628) (3,621)
------------ ------------
Net cash used in investing activities (16,415) (7,747)
------------ ------------
Cash Flows From Financing Activities:
Proceeds from sale of common stock, net 1,415 73,247
Proceeds from long-term debt 22,000 47,400
Repayment of long-term debt (19,814) (98,201)
------------ ------------
Net cash provided by financing activities 3,601 22,446
------------ ------------
Cash:
Increase (Decrease) (16,042) 20,062
Beginning of period 28,204 11,540
------------ ------------
End of period $ 12,162 $ 31,602
============ ============
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
Notes to Consolidated Financial Statements (Unaudited)
1. Basis of Presentation - The accompanying unaudited condensed
consolidated financial statements include the accounts of
Global Industries, Ltd. and its subsidiaries (the "Company").
In the opinion of management of the Company, all adjustments
(such adjustments consisting only of a normal recurring
nature) necessary for a fair presentation of the operating
results for the interim periods presented have been included
in the unaudited condensed consolidated financial statements.
Operating results for the period ended March 31, 2003, are
not necessarily indicative of the results that may be
expected for the year ending December 31, 2003. 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, 2002.
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 to the
classifications adopted for reporting in 2003.
2. New Accounting Pronouncement - SFAS No. 143, "Accounting for
Asset Retirement Obligations," requires the recording of
liabilities for all legal obligations associated with the
retirement of long-lived assets that result from the normal
operation of those assets. These liabilities are required to
be recorded at their fair values (which are likely to be the
present values of the estimated future cash flows) in the
period in which they are incurred. SFAS No. 143 requires the
associated asset retirement costs to be capitalized as part
of the carrying amount of the long-lived asset. The asset
retirement obligation will be accreted each year through a
charge to expense. The amounts added to the carrying amounts
of the assets will be depreciated over the useful lives of
the assets. The Company implemented SFAS No. 143 on January
1, 2003. This implementation did not have a material impact
on the Company's consolidated financial position or results
of operations.
FIN 46, Consolidation of Variable Interest Entities, which
applies immediately to variable interest entities created
after January 31, 2003, addresses consolidation by business
enterprises of variable interest entities. We do not expect
the implementation of this standard to have a significant
effect in our financial position or results of operation.
3. Accounts Receivable - Trade and other receivables are stated
at net realizable value and the allowance for uncollectible
accounts was $7.8 million and $7.2 million at March 31, 2003
and December 31, 2002, respectively. Certain receivables
represent amounts that have not yet been billed to the
customer pursuant to contractually specified milestone billing
requirements. At March 31, 2003 and December 31, 2002, the
Company's accounts receivable included unbilled receivables of
$26.8 million and $20.3 million, respectively. The Company
includes claims and unapproved change orders to the extent of
costs incurred in contract revenues when (1) the contract or
other evidence provides a legal basis for the claim, (2)
additional costs are not the result of deficiencies in the
Company's performance, (3) costs are identifiable and, (4)
evidence supporting the claim is objective and verifiable.
The claims and unapproved change orders, included in accounts
receivable and unbilled receivables, amounted to $10.0 million
at March 31, 2003 and $17.7 million at December 31, 2002.
Unbilled retainage at March 31, 2003 was $6.5 million and is
expected to be billed in 2003. Unbilled retainage at December
31, 2002 was $4.9 million.
Contracts in progress are as follows:
March 31, December 31,
2003 2002
------------ ------------
(In thousands)
Costs incurred on uncompleted contracts $ 99,870 $ 168,312
Estimated earnings 31,159 27,766
------------ ------------
Total revenues to date 131,029 196,078
Less: Billings to date 94,103 172,895
------------ ------------
Unbilled revenues $ 36,926 $ 23,183
============ ============
Included in accompanying balance sheets
under the following captions:
Unbilled work on uncompleted contracts 38,044 31,415
Advance billings on uncompleted contracts (1,118) (8,232)
------------ ------------
Unbilled revenues $ 36,926 $ 23,183
============ ============
4. Goodwill - In June 2001, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 changes the accounting for goodwill
from an amortization method to an impairment-only approach.
Amortization of goodwill, including goodwill recorded in past
business combinations, ceased upon adoption of this
statement. The Company completed the required annual
impairment test at the beginning of 2003 and determined that
its goodwill was not impaired.
5. Financing Arrangements - The Company maintains a $100.0
million revolving loan credit facility. This facility matures
on December 30, 2004. The revolving loan facility permits
both prime rate bank borrowings and London Interbank Offered
Rate ("LIBOR") borrowings plus a floating spread. The spreads
can range from 0.75% to 2.00% and 2.00% to 3.25% for prime
rate and LIBOR based borrowings, respectively. In addition,
the credit facility allows for certain fixed rate interest
options on amounts outstanding. Stock of the Company's
subsidiaries, certain real estate, and the majority of the
Company's vessels collateralize the loans under the credit
facility. The revolving loan facility is subject to certain
financial covenants. At March 31, 2003, the Company was in
compliance with its credit facility.
On April 30, 2002, the Company amended and restated its
revolving loan facility to provide an additional $48.0
million 364-day revolving credit line. This credit line was
entered into to provide additional working capital for the
Company in anticipation of increases in activity. In
February 2003, the Company cancelled the $48.0 million 364-
day revolving credit line. The Company believes that there
is sufficient capacity under its remaining $100.0 million
revolving loan facility to fund its anticipated needs.
As of May 1, 2003, the Company had $56.5 million of credit
capacity under its credit facility.
The Company also has a $7.5 million short-term credit
facility at one of its foreign locations which is secured by
a letter of credit.
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, Groupe GTM filed an
answer and counterclaim against Global seeking the liquidated
damages of $25.0 million and other damages, costs and
expenses of approximately $3.2 million at current exchange
rates. The Paris Commercial court has set a date of May 28,
2003 for the oral hearing. The Company believes that the
ultimate outcome of this matter 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. At March 31, 2003, outstanding
letters of credit approximated $14.5 million. Also in the
normal course of its business activities, the Company
provides guarantee and performance, bid, and payment bonds
under the terms of agreements with customers, or in
connection with bidding to obtain such agreements. All of
these financial instruments are secured by parent company
guarantees. The aggregate of these guarantees and bonds at
March 31, 2003 was $78.1 million.
The Company estimates that the cost to complete capital
expenditure projects in progress at March 31, 2003
approximates $2.4 million.
7. Industry Segment Information - The Company has conformed its
segment reporting this quarter to changes in its operating
management structure and existing business lines that were
effective January 1, 2003. The Company's new reportable
segments include two divisions, Offshore Construction
Division and Global Divers and Marine Contractors, each with
five reportable segments. The Global Divers and Marine
Contractors division includes all diving and marine support
services worldwide, and Gulf of Mexico shallow water pipelay.
The following tables present information about the profit or
loss of each of the Company's reportable segments for the
quarters ended March 31, 2003 and 2002. The information
contains certain allocations of corporate expenses that the
Company deems reasonable and appropriate for the evaluation
of results of operations.
Quarter Ended March 31,
--------------------------
2003 2002
------------ ------------
(In thousands)
Total segment revenues:
Offshore Construction Division:
Gulf of Mexico $ 37,544 $ 11,723
West Africa 38,877 23,725
Latin America 3,916 38,915
Asia Pacific 32,013 11,542
Middle East 9,987 33
------------ ------------
Subtotal $ 122,337 $ 85,938
------------ ------------
Global Divers and Marine Contractors:
Gulf of Mexico $ 20,292 $ 17,476
West Africa 1,554 1,064
Latin America 210 1,290
Asia Pacific 6,144 4,586
Middle East 4,692 2,721
------------ ------------
Subtotal $ 32,892 $ 27,137
------------ ------------
Total $ 155,229 $ 113,075
------------ ------------
Intersegment eliminations:
Offshore Construction Division:
Gulf of Mexico $ -- $ 1,230
------------ ------------
Subtotal $ -- 1,230
------------ ------------
Global Divers and Marine Contractors:
Gulf of Mexico $ 708 $ 3,195
West Africa 1,554 1,064
Latin America -- 1,290
Asia Pacific 4,027 1,631
------------ ------------
Subtotal $ 6,289 $ 7,180
------------ ------------
Total $ 6,289 $ 8,410
Total segment revenues from external customers $ 148,940 $ 104,665
============ ============
Income (loss) before income taxes:
Offshore Construction Division:
Gulf of Mexico $ (197) $ (6,711)
West Africa 919 2,428
Latin America (6,811) 2,899
Asia Pacific 2,380 (3,169)
Middle East 1,263 (532)
------------ ------------
Subtotal $ (2,446) $ (5,085)
------------ ------------
Global Divers and Marine Contractors:
Gulf of Mexico $ 1,649 $ (1,118)
West Africa 309 433
Latin America (138) 553
Asia Pacific (1,470) (1,666)
Middle East 492 (52)
------------ ------------
Subtotal $ 842 $ (1,850)
------------ ------------
Total $ (1,604) $ (6,935)
============ ============
The following table reconciles the revenues of the reportable
segments and profit or loss presented above, to the Company's
consolidated totals.
Quarter Ended March 31,
--------------------------
2003 2002
------------ ------------
(In thousands)
Revenues:
Total for reportable segments $ 155,229 $ 113,075
Elimination of intersegment revenues (6,289) (8,410)
------------ ------------
Total consolidated revenues $ 148,940 $ 104,665
============ ============
Loss before income taxes:
Total for reportable segments $ (1,604) $ (6,935)
Unallocated corporate expense (5) (504)
------------ ------------
Total consolidated loss before tax $ (1,609) $ (7,439)
============ ============
8. Comprehensive Income (Loss) - Following is a summary of the
Company's comprehensive income (loss) for the three months
ended March 31, 2003 and 2002:
Quarter Ended March 31,
--------------------------
2003 2002
------------ ------------
(In thousands)
Net loss $ (998) $ (4,836)
Other comprehensive income (loss):
Reclassification of realized loss on hedging
activities 222 227
Unrealized gain on hedging activities 3 200
------------ ------------
Comprehensive loss $ (773) $ (4,409)
============ ============
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
General
The following discussion presents management's discussion and
analysis of our financial condition and results of operations.
The following discussion should be read in conjunction with our
unaudited condensed consolidated financial statements for the
periods ended March 31, 2003 and 2002, included elsewhere in
this report and our audited consolidated financial statements
and Management's Discussion and Analysis of Financial Condition
and Results of Operations included in our Annual Report of Form
10-K for the year ended December 31, 2002.
Certain of the statements included below, including those
regarding future financial performance or results or that are
not historical facts, are or contain "forward-looking"
information as that term is defined in the Securities Act of
1933, as amended. The words "expect," "believe," "anticipate,"
"project," "estimate," and similar expressions are intended to
identify forward-looking statements. We caution readers that
any such statements are not guarantees of future performance or
events and such statements involve risks, uncertainties and
assumptions. In addition to the factors discussed under the
heading "Business-Risk Factors" in our Annual Report on Form 10-
K for the year ended December 31, 2002, the 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, ability to obtain
funds to finance our business, 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.
Results of Operations
The following table sets forth, for the periods indicated, our
statements of operations expressed as a percentage of revenues.
Quarter Ended March 31,
--------------------------
2003 2002
------------ ------------
Revenues 100.0% 100.0%
Cost of Revenues 92.8 93.4
------------ ------------
Gross Profit 7.2 6.6
Selling, General and Administrative Expenses 6.4 8.8
------------ ------------
Operating Income (Loss) 0.8 (2.2)
Interest Expense 1.8 4.2
Other Expense (Income), net 0.1 0.7
------------ ------------
Loss Before Income Taxes (1.1) (7.1)
Benefit for Income Taxes (0.4) (2.5)
------------ ------------
Net Loss (0.7)% (4.6)%
============ ============
Quarter Ended March 31, 2003 Compared to Quarter Ended March 31, 2002
Revenues. Revenues for the quarter ended March 31, 2003 were
$148.9 million compared to $104.7 million for the quarter ended
March 31, 2002. This 42% increase in revenues was primarily
attributable to increased activity in both our Offshore
Construction Division and our Global Divers and Marine
Contractors Division in our Gulf of Mexico, West Africa, Asia
Pacific, and Middle East segments partially offset by a decrease
in activity in our Latin America segments. Major construction
barge utilization in our Offshore Construction Division was 28%
compared with 21% utilization in the same quarter last year.
Gross Profit. For the quarter ended March 31, 2003, we had
gross profit of $10.8 million compared with $6.9 million for the
quarter ended March 31, 2002. The 57% increase was attributable
to increased activity in our Offshore Construction Division in
our Gulf of Mexico, West Africa, Asia Pacific, and Middle East
segments partially offset by a decrease in activity in our Latin
America segment. In our Global Divers and Marine Contractors
Division, activity and pricing increased in our Gulf of Mexico
segment and activity increased in all other segments with the
exception of Latin America. Partially offsetting these
increases, during the quarter we experienced approximately a
$5.0 million deterioration on a pipeline contract in West Africa
due to a welding problem. In addition, in April we
discovered that $3.4 million which we paid to an indigenous
import/export agent for the payment of duties and fees was never
paid to the appropriate governmental authorities. As a result
we have recorded a write-down on the project equal to the import
duties and fees. This adversely effected our earnings after tax
by $2.1 million in the first quarter of 2003. We have
discontinued our association with this agent and are taking
appropriate legal action to obtain recovery.
Selling, General and Administrative Expenses. For the quarter
ended March 31, 2003, selling, general and administrative
expenses were $9.5 million as compared to $9.2 million reported
during the quarter ended March 31, 2002. This increase is due
primarily to increased costs related to project management and
marketing enhancements.
Depreciation and Amortization. Depreciation and amortization,
including amortization of dry-docking costs, for the quarter
ended March 31, 2003 was $12.1 million compared to the $13.4
million recorded in the quarter ended March 31, 2002. The
decline was primarily due to a $0.9 million charge in 2002
relating to unamortized term loan origination fees recorded due
to the early repayment of our term loan facility. This amount
is included in the "Other Expense (Income)" line on our income
statement.
Interest Expense. Interest expense decreased to $2.7 million
for the quarter ended March 31, 2003, from $4.4 million for the
quarter ended March 31, 2002 due to lower interest rates and
lower average outstanding debt levels.
Other Expense. Other expense decreased $0.6 million to $0.2
million due primarily to a $0.9 million charge in 2002 relating
to unamortized term loan origination fees.
Net Loss. For the quarter ended March 31, 2003, we recorded a
net loss of $1.0 million compared to a net loss of $4.8 million
recorded for the quarter ended March 31, 2002. Our effective
tax rate for the quarter ended March 31, 2003 was 38% compared
to 35% for the quarter ended March 31, 2002. The increase in
the effective tax rate is due primarily to a reduction in
earnings in certain foreign jurisdictions that are taxed on a
deemed profits, percentage of revenue, basis.
Segment Information. The Company has conformed its segment
reporting this quarter to changes in its operating management
structure and existing business lines that were effective
January 1, 2003. The Company's new reportable segments include
two divisions, Offshore Construction Division and Global Divers
and Marine Contractors, each with five reportable segments. The
Global Divers and Marine Contractors division includes all
diving, and marine support services worldwide, and Gulf of
Mexico shallow water pipelay. We have identified ten reportable
segments as required by SFAS 131. The following discusses the
results of operations for each of those reportable segments.
Offshore Construction Division:
Gulf of Mexico - Revenues increased 220% to $37.5 million for
the quarter ended March 31, 2003 from $11.7 million
(including $1.2 million of intersegment revenues) for the
quarter ended March 31, 2002 due primarily to the commencement
of one large contract with a large amount of procurement content
during the current quarter. As a result, loss before
taxes decreased to $0.2 million for the quarter ended March 31,
2003 from a loss before taxes of $6.7 million for the quarter
ended March 31, 2002.
West Africa - Revenues increased 64% to $38.9 million for the
quarter ended March 31, 2003 compared to $23.7 million for the
quarter ended March 31, 2002. The increase in revenues was due
to increased activity on several large projects during the
current quarter. Income before taxes decreased 62% to $1.0
million for the quarter ended March 31, 2003 compared to $2.4
for the same period in 2002. As previously discussed, during
the quarter we experienced approximately a $5.0 million deterioration
on a pipeline contract in West Africa due to a welding problem.
In addition, in April we discovered that $3.4 million which we
paid to our indigenous import/export agent for the payment of duties
and fees that were due for materials related to a job in West Africa
were never paid to the governmental authorities.
Latin America - Revenues decreased significantly to $3.9 million
for the quarter ended March 31, 2003 from $38.9 million for the
quarter ended March 31, 2002 due primarily to work performed on
two large contracts in 2002 and decreased activity during the
current quarter. As a result, income before taxes decreased
$9.7 million to a loss before taxes of $6.8 million for the
quarter ended March 31, 2003 compared to earnings before taxes
of $2.9 for the quarter ended March 31, 2002.
Asia Pacific - Revenues increased $20.5 million to $32.0 million
for the quarter ended March 31, 2003 compared to $11.5 million
for the quarter ended March 31, 2002. Income before taxes
increased $5.5 million to $2.4 million compared to loss before
taxes of $3.2 million for the quarter ended March 31, 2002. The
increase in revenues and earnings before taxes is due primarily
to increased activity and improved margins.
Middle East - For the quarter ended March 31, 2003, revenues
increased significantly to $10.0 million compared to nominal
revenues for the quarter ended March 31, 2002 due primarily to
the commencement of one large contract during the current
quarter. As a result, income before taxes increased $1.8
million to $1.3 million for the quarter ended March 31, 2003
compared to a loss before taxes of $0.5 million for the quarter
ended March 31, 2002.
Global Divers and Marine Contractors:
Gulf of Mexico - Revenues increased 16% to $20.3 million
(including $0.7 million of intersegment revenues) for the
quarter ended March 31, 2003 from $17.5 million (including $3.2
million of intersegment revenues) for the quarter ended March
31, 2002. Income before taxes increased by $2.8 million to $1.6
million for the quarter ended March 31, 2003 compared to a loss
before taxes of $1.1 million for the quarter ended March 31,
2002. The increase in revenues and increase in income before
taxes were due primarily to increased activity and improved
pricing.
West Africa - Revenues increased 45% to $1.6 million (including
$1.6 million of intersegment revenues) for the quarter ended
March 31, 2003 from $1.1 million (including $1.1 million of
intersegment revenues) for the quarter ended March 31, 2002.
Income before taxes declined $0.1 million to $0.3 million for
the quarter ended March 31, 2003 compared to income before taxes
of $0.4 million for the quarter ended March 31, 2002.
Latin America - Revenues decreased to $0.2 million for the
quarter ended March 31, 2003 from $1.3 million (including $1.3
million of intersegment revenues) for the quarter ended March
31, 2002 due primarily to work performed on two large contracts
in 2002. Income before taxes also decreased for the quarter
ended March 31, 2003 to a loss before taxes of $ 0.1 million
compared to income before taxes of $0.6 million for the quarter
ended March 31, 2002.
Asia Pacific - Revenues increased 33% to $6.1 million
(including $4.0 million of intersegment revenues) for the
quarter ended March 31, 2003 from $4.6 million
(including $1.6 million of intersegment revenues) for the quarter
ended March 31, 2002 due to increased activity. Loss before
taxes was $1.5 million for the quarter ended March 31, 2003
compared to a loss of $1.7 million for the quarter ended March
31, 2002. Sales volume at current margin levels was
insufficient to cover certain fixed costs resulting in a loss
before taxes.
Middle East - For the quarter ended March 31, 2003, revenues
increased 74% to $4.7 million compared to $2.7 million for the
quarter ended March 31, 2002 due to increased activity. As a
result, income before taxes increased to $0.5 million for the
quarter ended March 31, 2003 compared to a loss before taxes of
$0.1 million for the quarter ended March 31, 2002.
Liquidity and Capital Resources
Our cash balance decreased by $16.0 million to $12.2 million at
March 31, 2003 from $28.2 million at December 31, 2002. During
the quarter ended March 31, 2003, our operations used cash flow
of $3.3 million compared to $5.3 million generated in the first
quarter of 2002. Cash on hand and cash from financing
activities funded investing activities of $16.3 million.
Investing activities consisted principally of capital
expenditures and dry-docking costs. Working capital decreased
$6.6 million during the current quarter to $68.4 million at
March 31, 2003 from $75.1 million at December 31, 2002. The
decrease in working capital is due primarily to a decrease in
cash and an increase in accounts payable partially offset by an
increase in accounts receivable. Working capital is anticipated
to increase as activity increases. At March 31, 2003, our
backlog was $173.3 million, as compared to a backlog of $320.2
million at March 31, 2002. Approximately 98% of the backlog is
expected to be performed during 2003.
Our capital expenditures during the quarter ended March 31, 2003
aggregated $8.9 million. We estimate that the cost to complete
capital expenditure projects in progress at March 31, 2003 will
be approximately $2.4 million, all of which is expected to be
incurred during the next twelve months. The capital
expenditures are primarily related to vessel upgrades.
Long-term debt outstanding at March 31, 2003 (including current
maturities) includes $116.4 million of Title XI bonds and $12.0
million drawn against the credit facility discussed below.
We maintain a $100.0 million revolving loan credit facility.
This facility matures on December 30, 2004. The revolving loan
facility permits both prime rate bank borrowings and London
Interbank Offered Rate ("LIBOR") borrowings plus a floating
spread. The spreads can range from 0.75% to 2.00% and 2.00% to
3.25% for prime rate and LIBOR based borrowings, respectively.
In addition, the credit facility allows for certain fixed rate
interest options on amounts outstanding. Stock of our
subsidiaries, certain real estate, and the majority of our
vessels collateralize the loans under the credit facility. The
revolving loan facility is subject to certain financial
covenants. At March 31, 2003, we were in compliance with our
credit facility.
On April 30, 2002, we amended and restated our revolving loan
facility to provide an additional $48.0 million 364-day
revolving credit line. This credit line was entered into to
provide additional working capital in anticipation of increases
in activity. In February 2003, we cancelled the $48.0 million
364-day revolving credit line. We believe that there is
sufficient capacity under our remaining $100.0 million revolving
loan facility to fund our anticipated needs.
As of May 1, 2003, we had $56.5 million of credit capacity under
our credit facility.
Our Title XI bonds mature in 2020, 2022, and 2025. The bonds
carry interest rates of 8.30%, 7.25%, and 7.71% per annum,
respectively, and require aggregate semi-annual payments of $2.8
million, plus interest. The agreements pursuant to which the
Title XI bonds were issued contain certain covenants, including
the maintenance of minimum working capital and net worth
requirements. If not met, additional covenants result that
restrict our operations and our ability to pay cash dividends.
At March 31, 2003, we were in compliance with these covenants.
We also have a $7.5 million short-term credit facility at one of
our foreign locations which is secured by a letter of credit.
Additionally, in the normal course of business, we provide
guarantees and performance, bid, and payment bonds pursuant to
agreements, or in connection with bidding to obtain such
agreements to perform construction services. All of these
guarantees are secured by parent company guarantees. The
aggregate of these guarantees and bonds at March 31, 2003 was $
78.1 million in surety bonds and $ 14.5 million in bank
guarantees and letters of credit.
We expect funds available under the existing credit facility,
available cash, and cash generated from operations to be
sufficient to fund our operations (including the anticipated
increase in working capital required to fund increasing
activity), scheduled debt retirement, and planned capital
expenditures for the next twelve months. In addition, as we
have historically done, we will continue to evaluate the merits
of any opportunities that may arise for acquisitions of
equipment or businesses, which may require additional liquidity.
For flexibility, we maintain a shelf registration statement that
as of May 1, 2003 permits the issuance of up to $423.5 million
of debt and equity securities.
Industry Outlook
Domestic and international economic changes and oil and gas
prices impact the way we operate our business. We adapt
our business to better capitalize on market place
trends. We have recently made changes to reorganize and
strengthen our management structure and existing business lines,
Offshore Construction and Installation and Diving, to focus on
core operations and specialized markets and we are eliminating
certain non-core and under performing assets.
Activity in all of our segments, with the exception of Latin
America, increased in the current quarter as compared to the
same period last year. Our bidding activity was up slightly,
however, the dollar volume of bidding activity was down.
Bidding activity in the Gulf of Mexico is very active primarily
on salvage projects and derrick work. Rig counts continue to
improve and the decommissioning area (dismantling and removing
obsolete offshore structures) is becoming more active.
We are actively pursuing opportunities in decommissioning,
which will advance our strategy of servicing the entire life
cycle of an oil and gas development. In our Asia Pacific and
the Middle East segments, bidding activity was generally down
both in volume and value as compared to the same period last year.
In West Africa, the value of bids rose over the same period last
year. In Mexico, project bidding and award activity is expected to
increase in the latter part of 2003 and in 2004. Based on our
bid activity and other factors we are expecting activity to remain
constant or increase in all of our geographic areas in 2004.
Although there are many uncertainties facing our industry and
oil and gas prices continue to be volatile, we are optimistic
about our future prospects and the future prospects of our
industry.
Significant Accounting Policies and Estimates
For a discussion of significant accounting policies and
estimates, see Item 7. Management Discussion and Analysis of
Financial Condition and Results of Operations - Significant
Accounting Policies and Estimates in our Annual Report on Form
10-K for the year ended December 31, 2002 which discussion is
incorporated herein by reference.
New Accounting Pronouncement
SFAS No. 143, "Accounting for Asset Retirement Obligations,"
requires the recording of liabilities for all legal obligations
associated with the retirement of long-lived assets that result
from the normal operation of those assets. These liabilities
are required to be recorded at their fair values (which are
likely to be the present values of the estimated future cash
flows) in the period in which they are incurred. SFAS No. 143
requires the associated asset retirement costs to be capitalized
as part of the carrying amount of the long-lived asset. The
asset retirement obligation will be accreted each year through a
charge to expense. The amounts added to the carrying amounts of
the assets will be depreciated over the useful lives of the
assets. We implemented SFAS No. 143 on January 1, 2003. This
implementation did not have a material impact on our
consolidated financial position or results of operations.
FIN 46, Consolidation of Variable Interest Entities, which
applies immediately to variable interest entities created after
January 31, 2003, addresses consolidation by business
enterprises of variable interest entities. We do not expect the
implementation of this standard to have a significant effect in
our financial position or results of operation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
In 2000, we entered into interest rate swap arrangements, which
effectively modified the interest characteristics of $15.0 million
of our outstanding long-term debt. The agreement involves the
exchange of a variable interest rate of LIBOR plus 2.00% for
amounts based on fixed interest rates of 7.38% plus 2.00%. The
swap will mature in two months. The transaction was 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 ($0.2) million as of
March 31, 2003. A hypothetical 100 basis point decrease in the
average interest rates applicable to such debt would result in no
change in the fair value of this instrument. Quantitative and
qualitative disclosures about market risk are in Item 7A,
Quantitative and Qualitative Disclosures About Market Risk, of
our annual report on Form 10-K for the year ended December 31,
2002.
Item 4. Control and Procedures.
Within the 90-day period immediately preceding the filing of
this report, an evaluation was carried out under the supervision
and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14(c) and 15d-14(c)). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the
design and operation of these disclosure controls and procedures
ensures that material information relating to us and our
consolidated subsidiaries is made known to management, including
the Chief Executive Officer and Chief Financial Officer,
particularly during the period in which this quarterly report
was being prepared in a timely manner to allow appropriate
decisions regarding required disclosure. As a result of
uncovering a recent fabrication of documents presented to the
Company for payment in connection with the failure of an agent
to properly pay import duties and fees, the Company has
recently added steps to the approval and review process for
certain payments above specified amounts made for customs duties
and fees. In addition, the Company will make payments only
directly to a local governmental authority for customs duties
and fees if amounts owed exceed a certain predetermined
dollar limit. Other than the aforementioned, no significant
changes were made to our internal controls or in other factors
that could significantly affect these controls subsequent to the
date of the evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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, Groupe
GTM filed an answer and counterclaim against Global seeking the
liquidated damages of $25.0 million and other damages, costs and
expenses of approximately $3.2 million at current exchange
rates. The Paris Commercial court has set a date of May 28,
2003 for the oral hearing. The Company believes that the
ultimate outcome of this matter will not have a material adverse
effect on its business or financial statements.
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 because 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 business or financial
statements.
Item 6. Exhibits and Reports of Form 8-K.
(a) Exhibits:
15.1 - Letter regarding unaudited interim financial information.
99.1 - Section 906 Certificates.
(b) Reports on Form 8-K:
None.
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.
GLOBAL INDUSTRIES, LTD.
By: /s/ TIMOTHY W. MICIOTTO
-------------------------------
Timothy W. Miciotto
Senior Vice President,
Chief Financial Officer
(Principal Financial and Accounting Officer)
May 9, 2003
Certification
I, William J. Dore', Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Global
Industries, Ltd.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date");
and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
May 9, 2003
/S/ WILLIAM J. DORE'
--------------------------
William J. Dore'
Chief Executive Officer
Certification
I, Timothy W. Miciotto, Senior Vice President, Chief Financial
Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Global
Industries, Ltd.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date");
and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
May 9, 2003
/S/ TIMOTHY W. MICIOTTO
--------------------------
Timothy W. Miciotto
Senior Vice President,
Chief Financial Officer
(Principal Financial and Accounting Officer)