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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] Annual Report Pursuant To Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition period from _____ to _____
Commission File Number 2-56600
Global Industries, Ltd.
(Exact name of registrant as specified in its Charter)
LOUISIANA 72-1212563
(State or other jurisdiction (I.R.S. Employer
of incorporation of organization) Identification Number)
8000 Global Drive 70665
P.O. Box 442, Sulphur, 70664-0442
Louisiana (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (337) 583-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($0.01 par value)
(Title of Class)
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. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 10, 2000 was $866,953,561
based on the last reported sales price of the Common Stock on
March 10, 2000 on the NASDAQ\NMS.
The number of shares of the registrant's Common Stock
outstanding as of March 10, 2000, was 91,414,027.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Annual
Meeting of Shareholders to be held on May 17, 2000, are
incorporated by reference into Part III hereof.
GLOBAL INDUSTRIES, LTD.
INDEX - FORM 10-K
PART I
Item 1. Business 3
Item 2. Properties 9
Item 3. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item (Unnumbered). Executive Officers of the Registrant 13
PART II
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters 16
Item 6. Selected Financial Data 17
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 18
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 27
Item 8. Financial Statements and Supplementary Data 28
Independent Auditors' Report 28
Consolidated Balance Sheets - December 31, 1999
and 1998 29
Consolidated Statements of Operations - Year
Ended December 31, 1999, Nine Months Ended
December 31, 1998 and Year Ended March 31, 1998 30
Consolidated Statements of Shareholders' Equity -
Year Ended December 31, 1999, Nine Months Ended
December 31, 1998 and Year Ended March 31, 1998 31
Consolidated Statements of Cash Flows - Year
Ended December 31, 1999, Nine Month Ended
December 31, 1998 and Year Ended March 31, 1998 32
Consolidated Statements of Comprehensive Income
(Loss) - Year Ended December 31, 1999, Nine
Months Ended December 31, 1998 and Year Ended
March 31, 1998 33
Notes to Consolidated Financial Statements 34
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure 55
PART III
Item 10. Directors and Executive Officers of the Registrant 56
Item 11. Executive Compensation 56
Item 12. Security Ownership of Certain Beneficial Owners and
Management 56
Item 13. Certain Relationships and Related Transactions 56
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 57
Signatures 62
PART I
ITEM 1. BUSINESS
Global Industries, Ltd. provides construction services
including, pipeline construction, platform installation and
removal, diving services,and construction support to the offshore
oil and gas industry in the United States Gulf of Mexico (the
"Gulf of Mexico") and in selected international areas. Unless
the context indicates otherwise, all references to the "Company"
or "Global" refer to Global Industries, Ltd. and its subsidiaries.
The Company began as a provider of diving services to the
offshore oil and gas industry over twenty-five years ago and has
used selective acquisitions, new construction, and upgrades to
expand its operations and assets. The Company has the largest
number of offshore construction vessels currently available in the
Gulf of Mexico and its worldwide fleet includes twenty-three barges
that have various combinations of pipelay, pipebury, and derrick
capabilities. The Company's fleet currently includes seventy-two
manned vessels that were available for service during fiscal 1999.
At December 31, 1999 the Company's fleet consisted of seventy-
seven vessels.
In a Transaction Agreement effective July 1, 1999, Global
acquired the offshore marine construction business of CCC and sold
its 49% interest in CCC to CCC's other principal shareholder. Under
the terms of the transaction, Global acquired four marine vessels,
a marine support base at Ciudad del Carmen, Mexico, and existing
contracts to perform approximately $72.0 million of offshore marine
construction.
On December 30, 1999 the Company consummated a new $300.0
million credit facility, which consists of a $175.0 million term
loan facility and a $125.0 million revolving loan facility. This
new facility replaced the Company's previous facility, which
consisted of a $250.0 million revolving credit facility. The
principal purpose of this new credit facility is to extend out the
maturity of the loan and to increase the borrowing capacity of the
Company. Both the term and revolving loan facility mature on
December 30, 2004. The term and revolving loan agreement permit
both prime rate bank borrowings and London Interbank Offered Rate
("Libor") borrowings plus a floating spread. The spread for both
prime rate and Libor borrowings will float up or down based on the
Company's performance as determined by a leverage ratio. The
spreads can range from 0.5% to 1.50% and 1.75% to 2.75% for prime
rate and Libor based rate borrowings, respectively. In addition,
the 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 new credit facility. Both the
term loan and the revolving loan facilities are subject to certain
financial covenants with which the Company was in compliance with
at December 31, 1999.
In February 2000, the Company completed Title XI mortgage
financing for $99.0 million, at 7.71% per annum, for the conversion
of the Hercules. These bonds financed both Phase I and Phase II of
the Hercules conversion. Phase I proceeds, net of fees amounted to
$65.2 million. Phase II proceeds of $29.1 million, reside in
escrow and will be released to the Company once Phase II is
complete, which is expected to occur early in the third quarter of
fiscal 2000. Concurrently with the receipt of the net proceeds of
the bond issue, the Company prepaid $94.2 million of term debt
under its credit agreement. As of February 25, 2000 the Company
had $64.7 million of credit capacity available under its credit
facility and $68.4 in cash and escrow funds.
During 1999, the Company substantially completed construction
of a deepwater support facility and pipebase on 625 acres near
Carlyss, Louisiana, which is adjacent to the Calcasieu Ship Channel
("Carlyss Facility"). The Company replaced its existing
facilities in Houma and Amelia, Louisiana with the Carlyss
facility. Certain of the Company's administrative functions have
also relocated from its Lafayette, Louisiana and Houston, Texas
offices. The Carlyss Facility includes a pipe assembly rack used
for welding and assembly of pipe for spooling onto the Chickasaw
and the Hercules, a barge slip dedicated to pipe spooling operations,
and a large general purpose barge slip. The facility includes office
buildings, mechanics' shops, and storage facilities. Total cost for
completion is approximated at $41.2 million, of which $41.0 million
has been spent as of December 31, 1999. $28.4 million of the costs
have been financed with Port Improvement Revenue Bonds. Also in
fiscal 1999, the Company completed construction of its marine base
in Batam, Indonesia. The total cost of this facility was $16.4 million.
DESCRIPTION OF OPERATIONS
The Company is a leading offshore construction company offering
a comprehensive and integrated range of marine construction and
support services in the Gulf of Mexico, West Africa, Asia Pacific,
Latin America, and the Middle East. These services include pipeline
construction, platform installation and removal, subsea construction,
diving services, and deepwater remote intervention. In addition to
the aforementioned, the Company offers well abandonment services
whereby the Company manages operational costs and decommissioning
timing and assumes well abandonment obligations. See "Oil and Gas
Production and Abandonment Services" for a further discussion on
this matter.
The Company is equipped to provide services from shallow water
to depths of over 10,000 feet of water. As exploration companies
have made considerable commitments and expenditures for production
in water depths over 1,000 feet, the Company has invested in vessels,
equipment, technology, and skills to increase its abilities to provide
services in the growing deepwater market.
For financial information regarding the Company's operating
segments and the geographic areas in which they operate, see Note 8
of the Notes to Consolidated Financial Statements included elsewhere
in this Annual Report.
Offshore Construction
Offshore construction services performed by the Company
include pipelay, derrick, and related services. The Company is
capable of installing pipe by either the conventional or the reel
method of pipelaying. With the conventional method, 40-foot
segments of up to 60-inch diameter pipe are welded together,
coated, and tested on the deck of the pipelay barge. Each segment
is then connected to the prior segment and is submerged in the
water as the barge is moved forward forty feet by its anchor
winches or tugboats. The process is then repeated. Using the
conventional pipelay method, the Company's barges can install
approximately 200 feet per hour of small diameter pipe in shallow
water under good weather conditions. Larger diameter pipe, deeper
water, and less favorable weather conditions all reduce the speed
of pipeline installation. The Company has vessels located in each
of the regions in which it currently operates that are capable of
installing pipe using the conventional method.
With the reel method, the Company performs the welding,
testing, and insulating coating onshore, and then spools the pipe
onto a pipe reel in one continuous length. Once the reel barge is
in position, the pipe is unspooled onto the ocean floor as the
barge is moved forward. The Company's dedicated reel pipelay
barge, the Chickasaw, is capable of spooling as much as forty-five
miles of 4.5-inch diameter pipe, nineteen miles of 6.625-inch
diameter pipe, or four miles of 12.75-inch diameter pipe in one
continuous length. Concrete coated pipe or pipe with a diameter
greater than 12.75 inches cannot be installed using the Chickasaw's
reel. Global has successfully operated the Chickasaw since 1987.
The Company believes that its reel method pipelay capability often
provides it with a competitive advantage because of its faster
installation rates and reduced labor expense when compared to the
conventional pipelay method. The Chickasaw can install small
diameter pipe in shallow water at rates averaging 2,000 feet per
hour. The Chickasaw's faster lay rate is even more significant
during the winter months, when pipelay operations frequently must
be suspended because of adverse weather conditions. The Chickasaw's
faster installation rate allows much more progress, or even completion
of a project, with fewer costly weather delays. The reel method
reduces labor costs by permitting much of the welding, x-raying,
insulating coating, and testing to be accomplished onshore, where
labor costs are generally lower than comparable labor costs
offshore. This method also enables the Company to perform a
substantial portion of its work onshore, a more stable and safer
work environment.
The planned second phase of the upgrade of the Hercules, which
is expected to be completed during the third quarter of 2000,
includes the addition of a reel system similar in design to the
Chickasaw's but with a much greater capacity. Current engineering
indicates that when completed (currently expected to be completed
during the third quarter of 2000), the Hercules reel will be
capable of spooling eighty-four miles of 6.625-inch diameter pipe,
twenty-two miles of 12.75-inch diameter pipe, or ten miles of 18-
inch diameter pipe. The Hercules is capable of providing
conventional and spooled pipelay services in water depths up to
10,000 feet.
For the Gulf of Mexico, The United States Department of
Interior Minerals Management Service ("MMS") requires the burial
of all offshore oil and gas pipelines greater than 8.75-inches in
diameter and located in water depths of 200 feet or less. The
Company believes it has the equipment and expertise necessary for
its customers to comply with MMS regulations. With the acquisition
of Norman Offshore Pipelines, Inc. in fiscal 1997, the Company
obtained the Mudbug technology and certain ownership interest in
patents. The Mudbug is used to simultaneously lay and bury
pipelines, a significant competitive advantage over the
conventional method, which requires a second trip over the pipeline
with the barge to bury the pipe. Regulations also require that
these pipelines be periodically inspected, repaired, and, if
necessary, reburied. Inspection requires extensive diving or ROV
(remotely operated vehicles) services, and rebury requires either
hand-jetting by divers or use of one of the Company's large jet
sleds and a bury barge.
All twenty-three of the Company's barges are equipped with
cranes designed to lift and place platforms, structures, or
equipment into position for installation. In addition, they can
be used to disassemble and remove platforms and prepare them for
salvage or refurbishment. The Hercules is equipped to perform
lifts up to 2,000 tons. The Company expects demand for Gulf of
Mexico abandonment services to increase as more platforms are
removed due to MMS regulations relating to the abandonment of wells
and removal of platforms. MMS regulations require platforms to be
removed within eighteen months once production ceases and that the
site be restored to meet stringent standards. According to MMS, in
March 2000 there were 3,876 platforms in U.S. waters of the Gulf of
Mexico.
Diving and Other Underwater Services
The Company performs diving operations in the Gulf of Mexico,
West Africa, Asia Pacific, Latin America, and the Middle East.
Demand for diving services covers the full life of an offshore oil
and gas property, including supporting exploration, installing
pipelines for production and transportation, periodic inspection,
repair and maintenance of fixed platforms and pipelines and,
ultimately, salvage and site clearance. The Company's pipelay and
derrick operations create captive demand for saturation diving
services, for which divers are more highly compensated, and which
enables the Company to attract and retain qualified and experienced
divers. To support its diving operations in the Gulf of Mexico,
the Company operates a fleet of six dive support vessels ("DSV"s).
For the Gulf of Mexico, the MMS requires that all offshore
structures have extensive and detailed inspections for corrosion,
metal thickness, and structural damage every five years. As the
age of the offshore infrastructure increases, the Company
anticipates that demand for inspections, repairs, and wet welding
technology will increase.
For diving projects involving long-duration deepwater dives to
1,500 feet, the Company uses saturation diving systems that maintain
an environment for the divers at the subsea water pressure at which
they are working until the job is completed. Saturation diving permits
divers to make repeated dives without decompressing, which reduces the
time necessary to complete the job and reduces the diver exposure to
the risks associated with frequent decompression. Two of the Company's
largest saturation diving systems are capable of maintaining an
environment simulating subsea water pressures to 1,500 feet. The
Company has recorded the deepest wet working dive in the Gulf of
Mexico at 1,075 feet.
The Company believes it has been a leader in the development
of many underwater welding techniques and has more qualified
diver/welders in the Gulf of Mexico than any of its competitors.
Welded repairs are made by two methods, dry hyperbaric welding and
wet welding. In dry hyperbaric welding, a customized, watertight
enclosure is engineered and fabricated to fit the specific
requirements of the structural joint or pipeline requiring repairs.
The enclosure is lowered into the water, attached to the
structure, and then the water is evacuated, allowing divers to
enter the chamber and to perform dry welding repairs. Wet welding
is accomplished while divers are in the water, using specialized
welding rods. Wet welding is less costly because it eliminates the
need to construct an expensive, customized, single-use enclosure,
but historically often resulted in repairs of unacceptable quality.
The Company believes it has been a leader in improving wet welding
techniques and it has satisfied the technical specifications for
customers' wet welded repairs in water depths to 325 feet. The
Company Research and Development Center is an important part of a
research and development consortium led by the Company and the
Colorado School of Mines that conducts research on underwater
welding techniques for major offshore oil and gas operators. The
Research and Development Center includes a hyperbaric facility
capable of simulating wet or dry welding environments for water
depths of up to 1,200 feet so that welds can be performed and
tested to assure compliance with the customer's technical
specifications.
The Company also owns and operates remotely operated vehicles
("ROV"s) and performs these services in the Gulf of Mexico, Asia
Pacific, and the Middle East. In the Gulf of Mexico, the Company
owns and operates a Triton XL11 ROV that is depth-rated to 8,250
feet.
Liftboats and other Offshore Support Vessels
Liftboats, also called "jackup boats", are self-propelled,
self-elevating work platforms complete with legs, cranes, and
living accommodations. Once on location, a liftboat hydraulically
lowers its legs until they are seated on the ocean floor and then
"jacks up" until the work platform is elevated above the wave
action. Once positioned, the stability, open deck area, crane
capacity, and relatively low costs of operation make liftboats
ideal work platforms for a wide range of offshore support services.
In addition, the capability to reposition at a work site, or to
move to another location within a short time adds to their
versatility. While the Company continues to time charter the
liftboats to the offshore service industry, it is also using the
liftboats in its pipeline construction and repair, platform
installation, inspection, maintenance, removal, and diving
services. Currently, the Company operates liftboats only in the
Gulf of Mexico. The Company has contracted to take delivery of a
new 190-foot class liftboat early in the third quarter of 2000.
Global's Pioneer is a SWATH (Small Waterplane Area Twin Hull)
vessel that provides support services in water depths to 8,000
feet. Use of the Pioneer design reduces weather sensitivity,
allowing the vessel to continue operating in up to 12-foot seas and
remain on site in up to 20-foot seas. The vessel is able to
install, maintain, and service subsea completions, has saturation
diving capabilities, and is equipped for abandonment operations,
pipeline installation support, and other services beyond the
capabilities of conventional DSVs. The Pioneer's current base of
operations is the Gulf of Mexico.
The Company also operates other offshore support vessels
("OSV"s) internationally to support its offshore construction
services and also time charters them to the offshore service
industry.
Oil and Gas Production and Abandonment Services
In June 1999 the Company formed Global Production Services
(GPS). This production company will offer alternatives for the
decommissioning of mature offshore properties. Offshore oil and
gas properties will be acquired in the final portion of their
life cycle. GPS will manage the operational costs and timing of
property decommissioning. In most cases GPS will assume all
abandonment obligations. GPS will be subject to all State and
Federal rules and regulations of a production company as
promulgated by, but not limited to, the Minerals Management Service
and Environmental Protection Agency. GPS will operate primarily
off the coasts of Louisiana and Texas, in state and federal waters.
Customers
The Company's customers are primarily oil and gas producers
and pipeline companies. During the year ended December 31, 1999, the
Company provided offshore marine construction services to over 100
customers. The Company's revenues are not dependent on any one
customer. Its largest single customer in any one of the last three
fiscal periods accounted for 21% of revenues. However, the level
of construction services required by any particular customer
depends on the size of that customer's capital expenditure budget
devoted to construction plans in a particular year. Consequently,
customers that account for a significant portion of revenues in one
fiscal year may represent an immaterial portion of revenues in
subsequent fiscal years. The Company's traditional contracts are
typically of short duration, being completed in one to five months.
Engineering, Procurement, Installation and Commissioning contracts
(EPIC) and turnkey contracts in foreign areas can be for longer
durations of up to one or two years.
Contracts for work in the Gulf of Mexico are typically awarded
on a competitive bid basis with customers usually requesting bids
on projects one to three months prior to commencement. However,
for projects in water depths greater than 1,000 feet, particularly
subsea development projects and "turnkey" projects (where the
Company is responsible for the project from engineering through
hook-up), and for projects in international areas, the elapsed time
from bid request to commencement of work may exceed one year. The
Company's marketing staff contacts offshore operators known to have
projects scheduled to ensure that the Company has an opportunity to
bid for the projects. Most contracts are awarded on a fixed-price
basis, but the Company also performs work on a cost-plus or day-
rate basis, or on a combination of such basis. The Company
attempts to qualify its contracts so it can recover the costs of
certain unexpected difficulties and the costs of weather related
delays during the winter months.
Competition
In each region of the world that the Company operates, the
offshore marine construction industry is highly competitive with
many different competitors. Price competition and contract terms
are the primary factors in determining which qualified contractor
is awarded a job. However, the ability to deploy improved
equipment and techniques, to attract and retain skilled personnel,
and to demonstrate a good safety record have also been important
competitive factors.
Competition for deepwater and ultra-deep water projects in the
Gulf of Mexico is limited primarily to the Company, J. Ray
McDermott and Cal Dive International. With increasing frequency,
international competitors such as Heerema S. A., Stolt Comex Seaway
S. A., Allseas Marine Contractors S.A., and Saipem S.p.a. bid and
compete for projects in the Gulf of Mexico. The Company's
competitors for shallow water projects include many smaller
companies including Horizon Offshore, Inc., Transcoastal Marine
Services and Torch, Inc. Some shallow water competitors operate
only one barge and compete based on price. The Company's primary
competition for abandonment services in the Gulf of Mexico is Cal
Dive International.
Backlog
As of January 31, 2000, the Company's backlog of construction
contracts supported by written agreements amounted to approximately
$97.2 million ($14.8 million for the U.S. Gulf of Mexico and $82.4
million for international operations), compared to the Company's
backlog at January 31, 1999, of $113.8 million ($26.9 million for
the U.S. Gulf of Mexico and $86.9 million for international
operations). The Company did not include in its backlog amounts
relating to vessel charter agreements, primarily the charters to
CCC (the Company's previous Mexican joint venture), or any portion
of contracts to be performed by CCC. Management expects most of
the Company's backlog to be performed within twelve months. The
Company does not consider its backlog amounts to be a reliable
indicator of future revenues.
Patents
The Company owns or is the licensee of a number of patents in
the United States and Great Britain. The Company relies on a
combination of patents and trade secrets to protect its proprietary
technologies. In the 1987 acquisition of Sea-Con Services, Inc.
pipelaying assets, the Company acquired the patents to certain pipe
burying technology and an exclusive license to certain wet welding
technology. Patents under which the Company is a non-exclusive
licensee protect certain features of the Chickasaw and the
Company's portable reels. In the fiscal 1997 acquisition of Norman
Offshore Pipelines, Inc., the Company acquired certain ownership
interest in patents to certain pipe burying technology, called the
Mudbug, which permits pipelay and bury completion in a single pass.
The licenses continue until the expiration of the underlying
patents, which will occur at various times to 2007. In addition,
the Company has developed certain proprietary underwater welding
techniques and materials.
The Company's business is not materially dependent on any one
or more of its licenses or patents, although the loss of license or
patent protection for the Company's reel barge, its seaplow, or its
pipeburying technology could have an adverse effect on the
Company's competitive position.
Employees
The Company's work force varies based on the Company's
workload at any particular time. During 1999, the number of Company
employees ranged from a low of 1,417 to a high of 2,044, and as of
January 31, 2000, the Company had 1,894 employees. None of the
Company's employees are covered by a collective bargaining
agreement. The Company believes that its relationship with its
employees is satisfactory. In addition, many workers are hired on
a contract basis and are available to the Company on short notice.
Seasonality
Each of the geographic areas in which the Company operates has
seasonal patterns that affect the Company's operating patterns.
The seasonal patterns are the results of weather conditions and the
timing of capital expenditures by oil and gas companies. In the
Gulf of Mexico, where the Company derived over 40% of its revenues
in the last fiscal period, a disproportionate amount of the
Company's revenues, gross profit, and net income is earned in the
interim periods that include July through December.
Government Regulation and Environmental Matters
Many aspects of the offshore marine construction industry are
subject to extensive governmental regulation. In the United
States, the Company is subject to the jurisdiction of the United
States Coast Guard, the National Transportation Safety Board and
the Customs Service, as well as private industry organizations such
as the American Bureau of Shipping. The Coast Guard and the National
Transportation Safety Board set safety standards and are authorized
to investigate vessel accidents and recommend improved safety
standards, and the Customs Service is authorized to inspect vessels
at will.
The Company is required by various governmental and quasi-
governmental agencies to obtain certain permits, licenses, and
certificates with respect to its operations. The kinds of permits,
licenses, and certificates required in the operations of the
Company depend upon a number of factors. The Company believes that
it has obtained or can obtain all permits, licenses, and
certificates necessary to the conduct of its business.
In addition, the Company depends on the demand for its
services from the oil and gas industry and, therefore, laws and
regulations, as well as changing taxes and policies relating to the
oil and gas industry affect the Company's business. In particular,
the exploration and development of oil and gas properties located
on the Outer Continental Shelf of the United States is regulated
primarily by the MMS.
The operations of the Company also are affected by numerous
federal, state, and local laws and regulations relating to
protection of the environment including, in the United States, the
Outer Continental Shelf Lands Act, the Federal Water Pollution
Control Act of 1972, and the Oil Pollution Act of 1990. The
technical requirements of these laws and regulations are becoming
increasingly complex and stringent, and compliance is becoming
increasingly difficult and expensive. However, the Company
believes that compliance with current environmental laws and
regulations is not likely to have a material adverse effect on the
Company's business or financial statements. Certain environmental
laws provide for "strict liability" for remediation of spills and
releases of hazardous substances and some provide liability for
damages to natural resources or threats to public health and
safety. Sanctions for noncompliance may include revocation of
permits, corrective action orders, administrative or civil
penalties, and criminal prosecution. The Company's compliance with
these laws and regulations has entailed certain changes in
operating procedures and approximately $0.2 million in expenditures
during the year ended December 31, 1999. It is possible that
changes in the environmental laws and enforcement policies
thereunder, or claims for damages to persons, property, natural
resources, or the environment could result in substantial costs and
liabilities to the Company. The Company's insurance policies
provide liability coverage for sudden and accidental occurrences of
pollution and/or clean up and containment of the foregoing in
amounts which the Company believes are comparable to policy limits
carried in the marine construction industry.
Because the Company engages in certain activities that may
constitute "coastwise trade" within the meaning of federal
maritime regulations, it is also subject to regulation by the
United States Maritime Administration (MarAd), Coast Guard, and
Customs Services. Under these regulations, only vessels owned by
United States citizens that are built and registered under the laws
of the United States may engage in "coastwise trade." Furthermore,
the foregoing citizenship requirements must be met in order for the
Company to continue to qualify for financing guaranteed by MarAd,
which currently exists with respect to certain of its vessels.
Certain provisions of the Company's Articles of Incorporation are
intended to aid in compliance with the foregoing requirements
regarding ownership by persons other than United States citizens.
ITEM 2. PROPERTIES
The Company owns a fleet of twenty-three construction barges,
twenty-two liftboats, and thirty-two DSVs, OSVs, and other support
vessels. Twenty-one of the Company's construction barges are
designed to perform more than one type of construction project
which enables these combination barges to sustain a higher
utilization rate. A listing of the Company's significant vessels
along with a brief description of the capabilities of each is
presented on page 12.
The Company's Hercules is a 444-foot barge with a 2,000-ton
crane capable of performing revolving lifts up to approximately
1,600 tons. In July 1998, the Hercules completed its conversion
to a dynamically positioned pipelay/heavy-lift barge and returned
to service to begin its first conventional pipelay project. The
second phase of the upgrade of the Hercules, installation of a
reel on the barge to enable it to install offshore pipelines
using the reel method, is expected to be completed early in the
third quarter of 2000.
In addition to the dedicated pipelay reel on the Chickasaw,
which has a capacity ranging from forty-five miles of 4.5-inch
diameter pipe, nineteen miles of 6.625-inch diameter pipe or four
miles of 12.75-inch diameter pipe, the Company owns four portable
pipelay reels, which can be mounted on the deck of its barges for
pipelay by the reel method or used as additional capacity on the
Chickasaw. The planned Hercules reel system is similar in design
to the Chickasaw's, but with much greater capacity. Based upon
current engineering, when completed, the Hercules reel will be
capable of spooling up to eighty-four miles of 6.625-inch diameter
pipe, twenty-two miles of 12.75-inch diameter pipe, or ten miles of
18-inch pipe. The Company owns and operates two bury plows, which
are capable of burying pipe up to 18-inches in diameter, and four
jetting sleds, which are capable of burying pipe up to thirty-six
inches in diameter, and three Mudbugs, for burying pipe
simultaneously with the pipeline installation.
Global's Pioneer is a SWATH (Small Waterplane Area Twin Hull)
vessel that provides support services in water depths to 8,000
feet. Use of the Pioneer design reduces weather sensitivity,
allowing the vessel to continue operating in up to 12-foot seas and
remain on site in up to 20-foot seas. The vessel is able to
install, maintain, and service subsea completions, has saturation
diving capabilities, and is equipped for abandonment operations,
pipeline installation support, and other services beyond the
capabilities of conventional DSVs. During fiscal 2000, the Company
plans to modify the vessel to increase its load carrying capacity.
The Pioneer's current base is the Gulf of Mexico.
The Company operates twenty-two liftboats. Liftboats are
self-propelled, self-elevating vessels, which can efficiently
support offshore construction and other services, including dive
support and salvage operations in water depths up to 180 feet.
The Company owns all of its barges and vessels, and fifty-nine
are subject to ship mortgages. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources." In compliance with governmental
regulations, the Company's insurance policies, and certain of the
Company's financing arrangements, the Company is required to
maintain its barges and vessels in accordance with standards of
seaworthiness and safety set by government regulations or
classification organizations. The Company maintains its fleet to
the standards for seaworthiness, safety, and health set by the U.S.
Coast Guard, the American Bureau of Shipping, Bureau Veritas, and
Lloyd's Registry.
The Company also owns thirteen saturation diving systems. One
of the units is installed in the New Iberia Research and
Development Center and used to support welding research as well as
offshore operations. The Company's saturation systems range in
capacity from four to fourteen divers. Two of the saturation
systems are capable of supporting dives as deep as 1,500 feet.
Each saturation system consists of a diving bell for transporting
the divers to the sea floor and pressurized living quarters. The
systems have surface controls for measuring and mixing the
specialized gases that the divers breathe and connecting hatches
for entering the diving bell and providing meals and supplies to
the divers.
In the normal course of its operations, the Company also
leases or charters other vessels, such as tugboats, cargo barges,
utility boats, and dive support vessels.
The Company owns 625 acres near Carlyss, Louisiana and has
constructed a deepwater support facility and pipebase. The
location serves as the corporate headquarters and the headquarters
of the Company's Gulf of Mexico offshore construction operations.
The facility is capable of accommodating the Company's deepwater
draft vessels and pipe spooling for the Chickasaw and the Hercules.
The Company has replaced the existing facilities in Houma and
Amelia, Louisiana with the Carlyss Facility. Total cost for
completion is approximately $41.2 million, of which, $41.0 million
has been expended through December 31, 1999. Approximately $28.0
million has been financed with Port Improvement Revenue Bonds. In
addition, the Company completed construction on its marine base in
Batam, Indonesia. The total cost of this facility was $16.4
million.
The following table summarizes the Company's significant existing
facilities as of December 31, 1999:
Approximate
Square Feet Owned/Leased
Location Principal Use or Acreage (Lease Expiration)
- ----------------------- ---------------------- -------------- ------------------
Carlyss LA Shore base/Corporate 625 acres Owned
Headquarters
Port of Iberia LA Shore base 39 acres Owned
Batam Island, Indonesia Shore base 52 acres Leased (Mar. 2028)
Houston TX Office 39,410 sq. ft. Leased (Aug. 2003)
Lafayette LA (1) Office/Training/Storage 21,000 sq. ft. Leased (Dec. 2001)
Cd. Del Carmen, Mexico Warehouses 51,613 sq. ft. Leased (Dec. 2002)
Cd. Del Carmen, Mexico Office/Workshop 41,042 sq. ft. Owned
Sharjah, United Arab
Emirates Office/Shore base 64,946 sq. ft. Leased (Jun. 2000)
Western Australia Office/Workshop 15,048 sq. ft. Owned
(1) Leased from the Company's principal shareholder, Mr. William J. Dore'.
Global Industries, Ltd.
Listing of Construction Barges and Swath Vessel
Pipelay
Derrick ----------------
------- Maximum Maximum
Maximum Pipe Water Living
Length Lift Diameter Depth Year Quarter
Vessel Type (Feet) (Tons) (Inches) (Feet) Acquired Capacity
--------------- ------ ------- -------- ------- -------- --------
Construction Barges:
Hercules(1) Pipelay/derrick 444 2,000 60.00 10,000 1995 191
Seminole Pipelay/derrick 424 800 48.00 1,500 1997 220
Comanche Pipelay/derrick 400 1,000 48.00 1,500 1996 223
Shawnee Pipelay/derrick 400 860 48.00 1,500 1996 272
Iroquois Pipelay/derrick 400 250 60.00 1,000 1997 259
DLB 264 Pipelay/derrick 397 1,000 60.00 1,000 1998 220
DLB 332 Pipelay/derrick 351 750 60.00 1,000 1998 208
Cheyenne Pipelay/bury/ 350 800 36.00 1,500 1992 190
derrick
Arapaho Derrick 350 800 -- -- 1992 100
Cherokee Pipelay/derrick 350 925 36.00 1,500 1990 183
SaraMaria(2) Derrick 350 550 -- -- 1999 300
Mohawk Pipelay/bury/ 320 600 48.00 700 1996 200
derrick
Seneca Pipelay/bury 290 150 42.00 1,000 1997 126
Chickasaw Pipelay reel/ 275 160 12.75 6,000 1990 70
derrick
Delta 1 Pipelay/bury 270 25 14.00 200 1996 70
Tonkawa Derrick/bury 250 175 -- -- 1990 73
Sea Constructor Pipelay/bury 250 200 24.00 400 1987 104
Navajo Pipelay/derrick 240 150 10.00 600 1992 129
SubSea Constructor Pipelay/bury 240 150 16.00 150 1997 64
G/P 37 Pipelay/bury 188 140 16.00 300 1981 58
Pipeliner 5 Pipelay/bury 180 25 14.00 200 1996 60
G/P 35 Pipelay/bury 164 100 16.00 200 1978 46
MAD II Pipelay/bury 135 45 22.00 50 1975 33
SWATH Vessel:
Pioneer Multi-service 200 50 -- -- 1996 57
(1) Scheduled to be equipped for reel method pipelay in 2000.
(2) Acquired from CCC in 1999.
ITEM 3. LEGAL PROCEEDINGS
The Company's operations are subject to the inherent risks of
offshore marine activity including accidents resulting in the loss
of life or property, environmental mishaps, mechanical failures,
and collisions. The Company insures against these risks at levels
consistent with industry standards. The Company believes its
insurance should protect it against, among other things, the cost
of replacing the total or constructive total loss of its vessels.
The Company also carries workers' compensation, maritime employer's
liability, general liability, and other insurance customary in its
business. All insurance is carried at levels of coverage and
deductibles that the Company considers financially prudent.
The Company's services are provided in hazardous environments
where accidents involving catastrophic damage or loss of life could
result, and litigation arising from such an event may result in the
Company being named a defendant in lawsuits asserting large claims.
To date, the Company has only been involved in one such catastrophic
occurrence when a platform owned by a customer exploded while the
Company was doing underwater construction work. The settlements
related to the accident totaled more than $23.0 million, but the
Company's uninsured expenditure on the settlements was insignificant.
Although there can be no assurance that the amount of insurance
carried by Global is sufficient to protect it fully in all events,
management believes that its insurance protection is adequate for
the Company's business operations. A successful liability claim
for which the Company is underinsured or uninsured could have a
material adverse effect on the Company.
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. The Company believes that the outcome of these
matters 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 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 business or financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM (Unnumbered). EXECUTIVE OFFICERS OF THE REGISTRANT
(Provided pursuant to General Instruction G)
All executive officers named below, in accordance with the By-
Laws, are elected annually and hold office until a successor has
been duly elected and qualified. The executive officers of the
Company as of December 31, 1999 follow:
Name Age Position
- ---- --- --------
William J. Dore' 57 Chairman of the Board of Directors,
President and Chief Executive Officer
Peter S. Atkinson 52 Vice President, Chief Financial Officer
James J. Dore' 45 Vice President, Diving and Special Services
George J. Friedel 42 Vice President, Gulf of Mexico
Andrew L. Michel 57 Vice President, Advanced Technologies and
Business Development
Robert L. Patrick 49 Vice President, Central/South America and
West Africa
Russell J. Robicheaux 51 Vice President, General Counsel
James Ricky Wiggins 51 Vice President, Worldwide Operations
Mr. William J. Dore' is the Company's founder and has served
as Chairman of the Board of Directors, President and Chief
Executive Officer since 1973. Mr. Dore' has over twenty-five
years of experience in the diving and marine construction
industry. He is a past President of the Association of Diving
Contractors and serves on the Board of Directors executive
committee of the National Ocean Industry Association. Mr. Dore'
also serves as a director for Noble Drilling Corporation. Mr.
Dore' controls over 30% the common stock of the Company.
Mr. Atkinson joined the Company in September of 1998 as Vice
President and Chief Financial Officer. Prior to joining Global
he had been Director - Financial Planning with J. Ray McDermott,
S.A., having previously served in various capacities at McDermott
International, Inc. and J. Ray McDermott, S.A. for twenty three
years. At McDermott, he served at the corporate level as well as
in the North Sea, Middle East, West Africa and Central and South
America.
Mr. James Dore' has over nineteen years of service with the
Company. He held a number of management positions with
responsibility for marketing, contracts and estimating, and
diving operations. Mr. Dore' was named Vice President, Marketing
in March 1993, Vice President, Special Services in November 1994
and Vice President, Diving and Special Services in February 1996.
Mr. Dore' is the brother of William J. Dore'.
Mr. Friedel joined Global Industries in April 1998 as
Manager for Deepwater. Prior to joining Global, Mr. Friedel
served in various management capacities for CDI Intl, Inc., J.
Ray McDermott, Offshore Pipeline, Inc. and Heerema Engineering
(US), Inc. He has twenty-one years of experience in the offshore
construction industry and has worked in the North Sea, Latin
America, South America and the U.S. Gulf of Mexico.
Mr. Michel joined the Company as Vice President, Global
Industries, Ltd. - Deepwater Technology in December 1995 in
connection with the Company's acquisition of ROV Technologies,
Inc. Mr. Michel founded ROV Technologies in 1986 and served as
its only President. Mr. Michel has thirty-four years of
experience in marine electronics and remote underwater
intervention services. He was appointed to his current position
in 1999.
Mr. Patrick joined Global Industries in July 1995 as
Operations Manager for the West Africa Division. Prior to joining
Global, Mr. Patrick served as Vice President of Operations for
Ugland in Mexico for five years. He has also managed projects in
India, West Africa, the Gulf of Mexico and offshore California.
Mr. Patrick has twenty-seven years of experience in marine
engineering and offshore construction.
Mr. Robicheaux joined Global Industries in August 1999 as
Vice President and General Counsel. Prior to joining the Company,
Mr. Robicheaux had been Assistant General Counsel with J. Ray
McDermott, S.A. since 1995. In addition, he served in various
engineering and legal capacities at McDermott International, Inc.
for the past twenty-five years, including design and field
engineering, project engineering, estimating and project
management.
Mr. Wiggins joined Global Industries in September 1997 as
Managing Director of the Middle East. Before joining Global Mr.
Wiggins served as Vice President for the Middle East and India
with J. Ray McDermott, S.A. and Vice President with Offshore
Pipelines, Inc. In addition, he served in various capacities for
fifteen years with Brown and Root, including Chief Estimator for
the Western Hemisphere and Project Manager. Mr. Wiggins has over
twenty-eight years of resident experience in Singapore, India,
Thailand, Bahrain, the United Arab Emirates, and the United
States.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
The Company's Common Stock is traded on the NASDAQ National
Market System under the symbol "GLBL." The following table
presents for the periods indicated the high and low sales prices
per share of the Company's Common Stock.
Period High Low
------ ---- ---
January 1, 1998 - March 31, 1998 $ 21.438 $ 11.375
April 1, 1998 - June 30, 1998 25.750 15.375
July 1, 1998 - September 30, 1998 17.625 9.375
October 1, 1998 - December 31, 1998 11.875 4.719
January 1, 1999 - March 31, 1999 $ 10.563 $ 4.938
April 1, 1999 - June 30, 1999 13.188 8.000
July 1, 1999 - September 30, 1999 12.813 7.125
October 1, 1999 - December 31, 1999 9.688 6.000
As of March 10, 2000, there were approximately 1,275 holders
of record of Common Stock.
The Company has never paid cash dividends on its Common Stock
and does not intend to pay cash dividends in the foreseeable
future. The Company currently intends to retain earnings, if any,
for the future operation and growth of its business. Certain of
the Company's financing arrangements restrict the payment of cash
dividends. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital
Resources."
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below for each of the
past five fiscal periods should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and
Results of Operations and the Consolidated Financial Statements and
Notes to Consolidated Financial Statements included elsewhere in
this Annual Report. In 1998, the Company's changed the Company's
fiscal accounting year end to December 31 from March 31.
Year Nine Months
Ended Ended Year Ended
December 31, December 31, March 31,
--------------------- --------------------- --------------------------------
1999 (1) 1998 (4) 1998 1997 (4) 1998 (2) 1997 1996
---------- ---------- ---------- ---------- ---------- ---------- ----------
(in thousands, except per share data)
Revenues $ 387,452 $ 429,719 $ 342,201 $ 292,383 $ 379,901 $ 229,142 $ 148,376
Gross profit 45,600 119,716 95,973 90,913 114,656 63,253 41,015
Net income (loss) (1,131) 49,953 38,971 46,321 57,303 33,932 20,993
Net income (loss)
per share
Basic (0.01) 0.55 0.43 0.50 0.63 0.44 0.28
Diluted (0.01) 0.53 0.42 0.49 0.61 0.42 0.27
Weighted average common
Shares outstanding
Basic 90,700 91,488 91,498 90,981 91,110 77,746 75,624
Diluted 90,700 94,780 93,808 93,682 93,872 80,747 76,751
Total assets(3) 755,935 730,871 730,871 611,110 625,367 422,687 202,526
Working capital(3) 58,561 78,637 78,637 66,820 77,472 103,727 34,264
Long-term debt, total(3) 252,407 210,797 210,797 137,889 146,993 43,213 22,192
________________
(1) Included in the results for the year ended December 31,
1999, beginning in the third quarter, are the consolidated
financial results of Global's ownership of CCC's offshore
construction business. See Note 12 of the Notes to
Consolidated Financial Statements.
(2) On July 31, 1997, the Company acquired certain business
operations and assets of Sub Sea International, Inc. and
certain of its subsidiaries. The results of operations of
the Sub Sea acquisition are included from the date of the
acquisition. See Note 13 of the Notes to Consolidated
Financial Statements.
(3) As of the end of the period.
(4) Unaudited
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion presents management's discussion
and analysis of the Company's financial condition and results of
operations and should be read in conjunction with the
Consolidated Financial Statements.
Certain of the statements included below and in other
portions of this annual report, 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. Factors
that could cause actual results to differ from those expected
include, but are not limited to, dependence on the oil and gas
industry and industry conditions, general economic conditions
including interest rates and inflation, competition, the ability
of the Company to continue its acquisition strategy, successfully
manage its growth, and obtain funds to finance its growth, operating
risks, contract bidding risks, the use of estimates for revenue
recognition, risks of international operations, risks of vessel
construction such as cost overruns, changes in government regulations,
and disputes with construction contractors, dependence on key personnel
and the availability of skilled workers during periods of strong
demand, the impact of regulatory and environmental laws, the ability
to obtain insurance, and other factors discussed below. Operating
risks include hazards such as vessel capsizing, sinking, grounding,
colliding, and sustaining damage in severe weather conditions.
These hazards can also cause personal injury, loss of life, severe
damage to and destruction of property and equipment, pollution and
environmental damage, 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, statement
of operations data expressed as a percentage of revenues.
Twelve Months Nine Months
Ended Ended
December 31, December 31,
------------------- -------------------
1999 1998 1998 1997
-------- -------- -------- --------
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues (88.2) (72.1) (72.0) (68.9)
-------- -------- -------- --------
Gross profit 11.8 27.9 28.0 31.1
Equity in net earnings (loss)
of unconsolidated affiliate (2.8) (1.8) (2.0) (0.3)
Selling, general and
administrative expenses (7.2) (6.4) (6.3) (5.8)
-------- -------- -------- --------
Operating income 1.8 19.7 19.7 25.0
Interest expense (3.7) (1.7) (2.0) (0.5)
Other income, net (0.4) (0.1) (0.2) 1.0
-------- -------- -------- --------
Income (loss) before
income taxes (2.3) 17.9 17.5 25.5
(Provision) benefit for
income taxes 2.0 (6.3) (6.1) (9.7)
-------- -------- -------- --------
Net income (loss) (0.3)% 11.6% 11.4% 15.8%
======== ======== ======== ========
The Company's results of operations reflect the level of
offshore construction activity in the Gulf of Mexico and all
other international locations, for all periods presented above.
In addition, the Company's results for periods ending after July
1997 include the results of additional business acquired in July
1997 from Subsea International, Inc. in the Gulf of Mexico, Asia
Pacific, and the Middle East. Also included in the results for
the year ended December 31, 1999, beginning in the third quarter,
are the consolidated financial results of Global's ownership of
CCC's offshore construction operations (see Note 12 of the Notes
to Consolidated Financial Statements). The results also reflect
the Company's ability to win jobs through competitive bidding and
manage awarded jobs 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
in 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.
Year Ended December 31, 1999 Compared to Twelve Months Ended
December 31, 1998 (see Note 1 of the Notes to Consolidated
Financial Statements included elsewhere in this annual report)
Revenues. Revenues for the year ended December 31, 1999 of $387.5
million were 10% lower than revenues for the twelve months ended
December 31, 1998 of $429.7 million. The decrease in revenues
resulted largely from decreased domestic and Middle East division
activities and downward pricing pressure. These amounts were
partially offset by increases in the Company's Latin America and
Asia Pacific divisions The Latin America division's revenues
increased substantially due to the cessation of Global's 49%
ownership interest in CCC and subsequent acquisition of CCC's
offshore construction operations, as discussed previously.
Increases in Asia Pacific are primarily due to a large pipeline
contract, which occurred, in fiscal 1999.
Gross Profit. For the year ended December 31, 1999, the Company
had gross profit of $45.6 million compared with $119.7 million for
the twelve months ended December 31, 1998. The 62% decline was
largely the result of decreased domestic activity and margin
erosion, partially offset by higher gross profit from the Latin
America division. Gross profit as a percentage of revenues for the
year ended December 31, 1999, was 12 % compared to the gross profit
percentage for the twelve months ended December 31, 1998 of 28%.
Lower margins in the Gulf of Mexico, combined with the lower
margins for work in Asia Pacific and Middle East, principally
accounted for the decline.
Selling, General, and Administrative Expenses. For the year ended
December 31, 1999, selling, general, and administrative expenses of
$27.7 million were 1.5% higher than the $27.3 million reported
during the twelve months ended December 31, 1998. The increase
was attributable to increased labor costs and other related
expenses associated with the relocation of the Company's
corporate offices to Carlyss Louisiana and the consolidation of
CCC's offshore construction operations.
Depreciation and Amortization. Depreciation and amortization,
including amortization of dry-docking costs, for the year ended
December 31, 1999 was $55.0 million compared to the $43.2 million
recorded in the twelve months ended December 31, 1998. The 23%
increase was principally attributable to increased employment of
the upgraded Hercules in the Gulf of Mexico, which is depreciated
on a units-of-production basis. Lower employment of other vessels
that are also depreciated on a units-of-production basis partially
offset the increase.
Interest Expense. Interest expense was $14.5 million, net of
capitalized interest, for the year ended December 31, 1999,
compared to $7.5 million for the twelve months ended December 31,
1998 primarily due to higher average debt levels outstanding and
higher effective interest rates.
Net Income (Loss). Earnings for the year ended December 31, 1999
declined to a $1.1 million loss as compared to $50.0 million of net
income recorded for the twelve months ended December 31, 1998.
Included in the net loss for the year ended December 31, 1999 is
a $7.1 million loss associated with the Company's previous 49%
ownership interest in CCC. The loss associated with the CCC
ownership for the twelve months ended December 31, 1998 was $7.7
million. Also included in the net loss for fiscal 1999 are
nonrecurring charges of $3.7 million, related to cost associated
with the terminated ETPM acquisition and the replacement of the
Company's credit facility. The Company's effective tax rate for
the twelve months ended December 31, 1999 was 87%, compared to 35%
for the twelve months ended December 31, 1998, reflecting changes
in taxable income in differing taxable jurisdictions and the
resolution of prior year tax matters.
Segment Information. The Company has identified seven reportable
segments as required by SFAS 131 (see Note 8 of the Notes to
Consolidated Financial Statements included elsewhere in this annual
report). The following discusses the results of operations for
each of those reportable segments.
Gulf of Mexico Offshore Construction - Overall decreased demand for
offshore construction services in the Gulf of Mexico and resulting
pricing decreases caused this segment's gross revenues to decline
34% to $117.2 million (including $1.0 million intersegment
revenues) for the year ended December 31, 1999 compared to $176.7
million (including $3.6 million intersegment revenues) for the
twelve months ended December 31, 1998. The lower activity levels
and associated pricing decreases also caused income before taxes to
decline to $6.1 million during the year ended December 31, 1999
compared to $26.2 million for the twelve months ended December 31,
1998.
Gulf of Mexico Diving - Revenues and income before taxes from
diving-related services in the Gulf of Mexico declined due to
decreased demand from both external customers and the Gulf of
Mexico Offshore Construction Segment. Gross revenues for the year
ended December 31, 1999 declined 50% to $29.3 million (including
$10.2 million intersegment revenues) compared to $58.1 million
(including $23.7 million intersegment revenues) for the twelve
months ended December 31, 1998. The overall lower activity levels
and pricing pressure caused earnings before taxes to decline to a
loss of $0.9 million during the year ended December 31, 1999
compared to income of $19.1 million for the twelve months ended
December 31, 1998.
Gulf of Mexico Marine Support - Decreased demand and resulting
pricing pressures also affected the Gulf of Mexico Marine Support
services. Gross revenues from Gulf of Mexico Marine Support
services declined 37% to $27.7 million (including $9.5 million
intersegment revenues) for the year ended December 31, 1999,
compared to $44.0 million (including $10.6 million intersegment
revenues) for the twelve months ended December 31, 1998. Earnings
before taxes also declined to a loss of $3.6 million during the
year ended December 31, 1999 compared to income of $14.4 million
for the twelve months ended December 31, 1998.
West Africa Construction - During 1999, revenues from the West
Africa Construction market remained relatively stable. For the
year ended December 31, 1999, gross revenues decreased 4.3% to
$81.1 million compared to $84.8 million for the twelve months
ended December 31, 1998. Earnings before taxes decreased to $8.2
million during the year ended December 31, 1999 compared to $18.1
million for the twelve months ended December 31, 1998. Earnings
reductions were primarily due to lower margins on one large
contract.
Asia Pacific Construction - For the year ended December 31, 1999,
gross revenues increased 30% to $56.1 million compared to $43.0
million for the twelve months ended December 31, 1998. Earnings
before taxes decreased to a loss of $10.4 million during the year
ended December 31, 1999 compared to income of $4.0 million for
the twelve months ended December 31, 1998. Revenues increased
due primarily to the one large pipeline contract, which started
in March 1999. Earnings reductions were primarily a result of
new area startup costs and poor initial productivity.
Latin America Construction - Revenues increased 247% to $91.3
million for the year ended December 31, 1999, compared to $29.0
million for the twelve months ended December 31, 1998. Earnings
before taxes increased to $5.5 million during the year ended
December 31, 1999, net of $10.7 million of equity in CCC losses,
compared to a loss of $0.3 million for the twelve months ended
December 31, 1998. As previously discussed, effective July 1,
1999 Global acquired ownership of CCC's offshore construction
operations and divested itself of a 49% ownership in CCC's entire
operation.
Middle East Construction - Decreased demand and eroding margins
dramatically affected this division. Gross revenues declined 83%
to $4.0 million for the year ended December 31, 1999, compared to
$30.5 million for the twelve months ended December 31, 1998.
Earnings before taxes also declined to a loss of $6.8 million
during the year ended December 31, 1999 compared to a loss of
$2.3 million for the twelve months ended December 31, 1998.
Nine Months Ended December 31, 1998 Compared to Nine Months Ended
December 31, 1997 (see Note 1 of the Notes to Consolidated
Financial Statements included elsewhere in this annual report)
Revenues. Revenues for the nine months ended December 31, 1998 of
$342.2 million were 17% higher than revenues for the nine months
ended December 31, 1997 of $292.4 million. The increase in
revenues resulted largely from increased international activity and
the Company's expansion in those areas, through acquisitions.
Acquisitions that contributed to increased international revenues
included (i) certain business operations and assets of Sub Sea
International, Inc. in the Gulf of Mexico, Asia Pacific, and the
Middle East in July 1997, (ii) the construction barge Seminole
acquired in June 1997, and (iii) the construction barges DLB 332
and DLB 264 acquired in April 1998. The West Africa region
produced greater revenues during the nine months ended December 31,
1998 compared to the same period a year earlier as offshore
construction projects resumed after a cycle of low construction
activity in the earlier period. The overall increase in revenues
was partially offset by decreased revenues from operations in the
Gulf of Mexico.
Gross Profit. For the nine months ended December 31, 1998, the
Company had gross profit of $96.0 million compared with $90.9
million for the nine months ended December 31, 1997. The 6%
increase was largely the result of increased West Africa and Asia
Pacific activity, and was partially offset by lower gross profit
from the Gulf of Mexico. Gross profit as a percentage of revenues
for the nine months ended December 31, 1998, was 28% compared to
the gross profit percentage earned for the nine months ended
December 31, 1997 of 31%. Lower margins in the Gulf of Mexico,
combined with the lower margins for work in Asia Pacific and Middle
East, contributed to the decline. Margins as a percent of revenue
in West Africa for the nine months ended December 31, 1998, were
higher than the nine months ended December 31, 1997. Cost of
revenues for the nine months ended December 31, 1997 includes an
accrual of $3.5 million for retirement and incentive compensation
expense. The Company did not record a provision for retirement and
incentive compensation during the nine months ended December 31,
1998.
Selling, General, and Administrative Expenses. For the nine months
ended December 31, 1998, selling, general, and administrative
expenses of $21.7 million were 28% higher than the $16.9 million
reported during the nine months ended December 31, 1997. The
increase was attributable to the expansion of the Company's
business and accrued severance costs and was partially offset by
salary reductions effected in October 1998. As a percentage of
revenues these expenses remained at approximately 6%. During the
nine months ended December 31, 1997, the Company provided for $5.0
million of retirement and incentive compensation plan expenses with
$1.6 million included in selling, general, and administrative
expenses. The Company did not record a provision for retirement
and incentive compensation during the nine months ended December
31, 1998 because it does not anticipate making such payments to
employees for services during that period.
Depreciation and Amortization. Depreciation and amortization,
including amortization of dry-docking costs, for the nine months
ended December 31, 1998 was $35.6 million compared to the $21.9
million recorded in the nine months ended December 31, 1997. The
63% increase was principally attributable to increased employment
of the upgraded Hercules in the Gulf of Mexico and employment of
the Seminole, DLB 332, and DLB 264 in Asia Pacific, each of which
are depreciated on a units-of-production basis. A full nine months
of depreciation on assets acquired from SubSea in July 1997 and
higher amounts of dry-dock amortization also contributed to the
increase. Lower employment of other vessels that are also
depreciated on a units-of-production basis partially offset the
increase.
Effective April 1, 1998, the Company changed its estimate of the
useful lives of certain marine barges that are depreciated on the
units-of-production method. The Company increased total estimated
operating days for such barges to better reflect the estimated
periods during which the assets will remain in service. For the
nine months ended December 31, 1998, the change had the effect of
reducing depreciation expense by $3.7 million and increasing net
income by $2.4 million ($0.03 per basic and diluted share).
Interest Expense. Interest expense was $6.7 million net of
capitalized interest for the nine months ended December 31, 1998,
compared to $1.5 million for the nine months ended December 31,
1997 principally due to higher average long-term debt outstanding.
Net Income. Net income for the nine months ended December 31, 1998
declined 16% to $39.0 million as compared to $46.3 million recorded
for the nine months ended December 31, 1997. Included in net
income for the nine months ended December 31, 1998 is a $6.9
million loss associated with the Company's 49% ownership interest
in CCC. The loss associated with the CCC ownership for the nine
months ended December 31, 1997 was $0.9 million. Increased operating
losses, currency exchange rate losses, and an adjustment to prior years'
taxes contributed in the increase in CCC's losses. The Company's
effective tax rate for the nine months ended December 31, 1998 was
35%, compared to 38% for the nine months ended December 31, 1997,
reflecting changes in taxable income in differing taxable jurisdictions.
Segment Information. The Company has identified seven reportable
segments as required by SFAS 131 (see Note 8 of the Notes to
Consolidated Financial Statements included elsewhere in this annual
report). The following discusses the results of operations for
each of those reportable segments.
Gulf of Mexico Offshore Construction - Overall decreased demand for
offshore construction services in the Gulf of Mexico and resulting
pricing decreases caused this segment's gross revenues to decline
25% to $135.9 million (including $3.5 million intersegment
revenues) for the nine months ended December 31, 1998 compared to
$180.9 million (including $0.8 million intersegment revenues) for
the nine months ended December 31, 1997. The lower activity levels
also caused income before taxes to decline to $26.2 million during
the nine months ended December 31, 1998 compared to $44.1 million
for the nine months ended December 31, 1997. The Hercules returned
to service in July 1998, and helped partially offset the decline.
Gulf of Mexico Diving - Revenues and income before taxes from
diving-related services in the Gulf of Mexico declined due to
decreased demand from the Gulf of Mexico Offshore Construction
Segment. Gross revenues for the nine months ended December 31,
1998 declined 9% to $42.1 million (including $13.0 million
intersegment revenues) compared to $46.5 million (including $24.1
million intersegment revenues) for the same period ended December
31, 1997. Revenues from external customers increased by $6.7
million, but were partially offset by pricing decreases. The
overall lower activity levels caused income before taxes to decline
to $13.5 million during the nine months ended December 31, 1998
compared to $18.8 million for the nine months ended December 31,
1997.
Gulf of Mexico Marine Support - Decreased demand and resulting
pricing decreases also affected the Gulf of Mexico Marine Support
services. Gross revenues from Gulf of Mexico Marine Support
services declined 21% to $31.5 million (including $8.0 million
intersegment revenues) for the nine months ended December 31, 1998,
compared to $39.8 million (including $5.4 million intersegment
revenues) for the same period ended December 31, 1997. Income
before taxes also declined to $10.2 million during the nine months
ended December 31, 1998 compared to $15.3 million for the nine
months ended December 31, 1997. The overall declines were
partially offset by increased activity and resulting gross revenues
and profits from the SWATH Pioneer.
West Africa Construction - During 1998, the West Africa
Construction market recovered from a down cycle in 1997. For the
nine months ended December 31, 1998, gross revenues increased 470%
to $68.9 million compared to $11.4 million for the nine months
ended December 31, 1997. Income before taxes increased to $11.9
million during the nine months ended December 31, 1998 compared to
a $2.4 million loss for the nine months ended December 31, 1997.
For the first time since entering the West Africa market, the
Company employed two barges simultaneously during the nine months
ended December 31, 1998.
Asia Pacific Construction - Asia Pacific Construction results
benefited from the acquisition and placement of construction
barges in that region. For the nine months ended December 31,
1998, gross revenues increased 50% to $38.0 million compared to
$25.3 million for the nine months ended December 31, 1997.
Income before taxes increased to $3.4 million during the nine
months ended December 31, 1998 compared to a $0.4 million loss
for the nine months ended December 31, 1997. In April 1998, the
Company acquired the DLB 332 and DLB 264 in that region. Each of
the acquired barges were employed under a short-term bare boat
charter agreement with Hydro Marine Services, Inc., an affiliate
of J. Ray McDermott S.A., to allow for completion of certain
contractual commitments. The DLB 332 completed its commitment in
August 1998, and the DLB 264 completed its commitment in October 1998.
In September 1998, the Seminole began working in Asia Pacific after
the Company relocated it from the Middle East.
Latin America Construction - For the nine months ended December
31, 1998, revenue from services and equipment provided to CCC
increased 287% to $26.3 million compared to $6.8 million for the
nine months ended December 31, 1997. The increase was attributable
to CCC's increase in offshore construction activity. Income before
taxes and equity in CCC losses increased to $7.0 million during the
nine months ended December 31, 1998 compared to $1.2 million for
the nine months ended December 31, 1997. However, the increased
income was offset by equity in CCC losses of $6.9 million and $0.9
million, respectively. The increase in CCC's loss was largely the
result of increased operating losses, currency exchange rate
losses, and an adjustment to prior years' taxes.
Middle East Construction - Global entered into the Middle East
construction market with the July 1, 1997 acquisition of Sub Sea
International, Inc.'s Middle East operations and assets. Revenues
of $23.0 million for the nine months ended December 31, 1998
compared to the five-month revenues of $11.0 million included in
the nine months ended December 31, 1997. Losses before taxes
during the nine months ended December 31, 1998 increased to $1.8
million compared to a $0.7 million loss included in the nine months
ended December 31, 1997.
Liquidity and Capital Resources
The Company's operations generated cash flow of $47.5 million
during the year ended December 31, 1999. Cash from operations,
together with $12.0 million provided by financing activities,
funded investing activities of $50.7 million. Investing activities
consisted principally of (i) capital expenditures, (ii) net
receipts on advances to CCC, (iii) dry-docking costs, and (iv) the
release from escrow of Lake Charles Harbor and Terminal District
Port Improvement Revenue Bonds proceeds. Funds provided by
financing activities principally represent net borrowings under the
Company's credit agreement with a syndicate of commercial banks.
Working capital decreased $20.0 million during the year ended
December 31, 1999 from $78.6 million at December 31, 1998 to $58.6
million at December 31, 1999. The decrease in working capital is
due primarily to the scheduled term loan pay down as required by
the new credit facility.
Capital expenditures during the year ended December 31, 1999
aggregated $29.3 million. These expenditures included $4.2 million
for the continued conversion and upgrade of the Hercules, $14.0
for the continued construction of the Carlyss, Louisiana
Deepwater Support Facility and Pipebase, and $7.1 million for the
construction of a shorebase facility in Batam, Indonesia.
The Company estimates that the cost to complete capital
expenditure projects in progress at December 31, 1999, will be
approximately $11.5 million all of which is expected to be incurred
during the year ending December 31, 2000. The scheduled completion
of the addition of reel pipelay capability to the Hercules is early
in the third quarter of the year ending December 31, 2000. The
estimated remaining costs to complete the Hercules upgrades are
approximately $5.0 million, which is in addition to the
approximately $111.0 million of costs incurred as of December 31,
1999. The Company has also contracted to take delivery of a new
190-foot class liftboat early in the third quarter of 2000. The
estimated cost of this vessel is $5.8 million.
The Company substantially finished construction on its a
deepwater support facility and pipebase near Carlyss, Louisiana.
The Company replaced its existing facilities in Houma and Amelia,
Louisiana with the Carlyss Facility. Cost to complete 100% of the
facility is estimated at approximately $41.2 million. Tax exempt
revenue bonds issued by the Lake Charles Harbor and Terminal
District financed approximately $28.0 million of the construction.
The bonds bear interest at a variable rate, which was 5.5% at
December 31, 1999, and mature on November 1, 2027.
In August 1998, the Board of Directors authorized the
expenditure of up to $30.0 million to purchase shares of the
Company's outstanding common stock. The Board of Directors placed
no limit on the duration of the program. As of December 31, 1998,
the Company had purchased 1,429,500 shares since the authorization
at a total cost of $15.0 million. During fiscal 1999 no shares
were purchased. Under the Company's new credit facility stock
purchases are prohibited.
Long-term debt outstanding at December 31, 1999, (including
current maturities), includes $175.0 million drawn against the
Company's term loan, $37.1 million of Title XI bonds, the $28.0
million of Lake Charles Harbor and Terminal District bonds, and
$11.7 million of Heller Financial Inc., debt.
On December 30, 1999 the Company consummated a new $300.0
million credit facility, which consists of a $175.0 million term
loan facility and a $125.0 million revolving loan facility. This
new facility replaced the Company's previous facility, which
consisted of a $250.0 million revolving credit facility. The
principal purpose of this new credit facility is to extend out the
maturity of the loan and to increase the borrowing capacity of the
Company. Both the term and revolving loan facility mature on
December 30, 2004. The term and revolving loan agreement permit
both prime rate bank borrowings and London Interbank Offered Rate
("Libor") borrowings plus a floating spread. The spread for both
prime rate and Libor borrowings will float up or down based on the
Company's performance as determined by a leverage ratio. The
spreads can range from 0.5% to 1.50% and 1.75% to 2.75% for prime
rate and Libor based rate borrowings, respectively. In addition,
the 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 new credit facility. Both the
term loan and the revolving loan facilities are subject to certain
financial covenants with which the Company was in compliance with
at December 31, 1999.
The Company's Title XI bonds mature in 2003, 2005, 2020, and
2022. The bonds carry interest rates of 9.15%, 8.75%, 8.30% and
7.25% per annum, respectively, and require aggregate semi-annual
payments of $0.9 million, plus interest. The agreements pursuant
to which the Title XI bonds were issued contain certain covenants,
including the maintenance of minimum working capital and net worth
requirements. If not met, additional covenants result that restrict
the operations of the Company and its ability to pay cash dividends.
The Company is currently in compliance with these covenants.
In conjunction with the disposition of the Company's 49%
ownership of CCC and the acquisition of CCC's offshore marine
construction business (as discussed further in Note 12), the
Company assumed $13.4 million of debt with Heller Financial Inc.
and $18.6 million of debt with Bank One. The Bank One debt was
repaid concurrently with the new credit facility consummation. The
Heller debt matures on April 1, 2003 and is collateralized by four
vessels.
In February 2000, the Company completed Title XI mortgage
financing for $99.0 million, at 7.71% per annum, for the conversion
of the Hercules. This bond financed both Phase I and Phase II of
the Hercules conversion. Phase I proceeds, net of fees, amounts to
$65.2 million and was used to pay down term debt under the Company's
credit facility. Phase II proceeds, $29.1 million, reside in escrow
and will be released to the Company once Phase II is complete, which
is expected to occur early in the third quarter. Concurrently with
the receipt of the net proceeds of the bond issue, the Company prepaid
$94.2 million of term debt under its credit agreement. As of March 10,
2000 the Company had $64.7 million of credit capacity available under
its credit facility. This Bond matures in 2025 and requires semi-annual
payments of $2.0 million, plus interest.
The Company also has short-term credit facilities at its
foreign locations that aggregate $10.4 million and are secured by
parent company guarantees. Additionally, in the normal course of
business, the Company provides guarantees and performance, bid,
and payment bonds pursuant to agreements or obtaining such agreements
to perform construction services. Some of these guarantees are secured
by parent guarantees. The aggregate of these guarantees and bonds
outstanding at December 31, 1999 was $20.9 million.
The Company expects funds available under the credit facilities,
proceeds from the tax exempt revenue bonds issued by the Lake Charles
Harbor and Terminal District, available cash, and cash generated from
operations to be sufficient to fund the Company's operations, scheduled
debt retirement, and planned capital expenditures for the next twelve
months.
In the normal course of business, the Company will continue to
evaluate its debt structure and consider viable financing alternatives
to lower its effective interest rate and borrowing costs.
Facilities Relocation
The Company has substantially completed constructing a
deepwater support facility and pipebase near Carlyss, Louisiana
to accommodate deeper draft vessels such as the Hercules and the
Pioneer. To gain anticipated efficiencies, the Company replaced
its existing facilities in Houma and Amelia, Louisiana with the
Carlyss Facility. Certain of the Company's administrative
functions also relocated to Carlyss from its Lafayette, Louisiana
and Houston, Texas offices.
Industry Outlook
The Company is optimistic but cautious in light of the recent
increase in energy prices. Oil and gas companies historically base
their capital budgets primarily on the projected demand of oil and
gas, their available reserves and the expected commodity prices.
If this holds true, capital spending for these companies should
increase resulting in an increase in the Company's domestic and
international business volume and industry pricing desensitivity.
The Company expects to see some affect of these changes in the
second half of fiscal 2000 and continue into fiscal 2001. In
addition, as the Company has historically done, it will continue
to evaluate the merits of any opportunities that may arise for
acquisitions of equipment or businesses.
Recent Accounting Pronouncements
In June 1998, the FASB issued Statement of Financial
Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133
establishes accounting and reporting standards for derivative
instruments and hedging activities and requires, among other
things, that an entity recognize all derivatives as either assets
or liabilities in the balance sheet and measure those instruments
at fair value. In June 1999, the FASB issued SFAS 137, which
delays the effective date of SFAS 133 to fiscal years beginning
after June 15, 2000. The Company will adopt the accounting
standard effective for its fiscal year beginning January 1, 2001,
as required. The Company has considered the implications of SFAS
133 and concluded that implementation of the new standard is not
currently expected to have a material effect on the consolidated
financial statements.
Year 2000
In order to minimize or eliminate the effect of the Year
2000 risk on its business systems and applications, the Company
identified, evaluated, implemented and tested changes to its
computer systems, applications and software necessary to achieve
Year 2000 compliance. The computer systems and equipment
successfully transitioned to the Year 2000 with no significant
issues. Management continues to keep its Year 2000 project management
in place to monitor latent problems that could surface at key dates or
events in the future. Management does not anticipate any significant
problems related to these events. The total cost of Year 2000 compliance
plan was approximately $0.3 million. These costs were expensed.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to the risk of changing interest rates and
foreign currency exchange rate risks. In fiscal year 1999 the Company
did not use derivative financial instruments to hedge interest or
currency risks. The Company has subsequently used derivative financial
instruments and will continue to use them in the future as deemed
advantageous. Interest on approximately $215.3 million, or 85% of the
Company's long-term debt with a weighted average interest rate of 8.67%
at December 31, 1999, was variable, based on short-term market rates.
Thus, a general increase of 1.0% in short-term market interest rates
would result in additional interest cost of $2.2 million per year if
the Company were to maintain the same debt level and structure.
Also, the Company has approximately $37.1 million fixed interest
rate long-term debt outstanding with a weighted-average interest rate
of approximately 7.8% and a market value of approximately $37.5 million
on December 31, 1999. A general increase of 1.0% in overall market
interest rates would result in a decline in market value of the debt to
approximately $34.3 million.
The Company uses natural hedging techniques to hedge against foreign
currency exchange losses by contracting, to the extent possible,
international construction jobs to be payable in U.S. dollars. The Company
also, to the extent possible, maintains cash balances at foreign locations
in U.S. dollar accounts. The Company does not believe that a change in
currency rates in the regions that it operates would have a significant
effect on its results of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
of Global Industries, Ltd.
We have audited the accompanying consolidated balance sheets of
Global Industries, Ltd. and subsidiaries as of December 31, 1999
and 1998, and the related consolidated statements of operations,
shareholders' equity, cash flows, and comprehensive income (loss)
for the year ended December 31, 1999, the nine months ended
December 31, 1998, and the year ended March 31, 1998. Our audits
also included the financial statement schedules listed in the Index
at Item 14. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of Global
Industries, Ltd. and subsidiaries at December 31, 1999 and 1998,
and the results of their operations and their cash flows for the
year ended December 31, 1999, the nine months ended December 31,
1998, and the year ended March 31, 1998, in conformity with
generally accepted accounting principles. Also, in our opinion,
such financial statement schedules, when considered in relation to
the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 25, 2000
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
December 31, December 31,
1999 1998
------------ ------------
ASSETS
Current Assets:
Cash $ 34,087 $ 25,368
Escrowed funds (Notes 1 and 3) 5,796 2,447
Receivables 92,835 107,992
Advances to unconsolidated
affiliate (Note 12) -- 8,190
Other receivables (Note 12) 8,600 --
Prepaid expenses and other 8,162 9,874
------------ ------------
Total current assets 149,480 153,871
------------ ------------
Escrowed Funds (Notes 1 and 3) 922 9,143
------------ ------------
Property and Equipment, net
(Notes 2, 3 and 6) 539,178 535,386
------------ ------------
Other Assets:
Deferred charges, net (Note 1) 20,979 16,218
Goodwill, net (Note 1) 43,997 2,249
Investment in and advances to
unconsolidated affiliate (Note 12) -- 10,655
Other 1,379 3,349
------------ ------------
Total other assets 66,355 32,471
------------ ------------
Total $ 755,935 $ 730,871
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of
long-term debt (Note 3) $ 20,165 $ 2,190
Accounts payable 50,033 53,005
Employee-related liabilities
(Note 5) 7,244 8,086
Income tax payable (Note 4) 5,352 1,427
Other accrued liabilities 8,125 10,526
------------ ------------
Total current liabilities 90,919 75,234
------------ ------------
Long-Term Debt (Note 3) 232,242 208,607
------------ ------------
Deferred Income Taxes (Note 4) 34,596 49,502
------------ ------------
Shareholders' Equity (Note 7):
Common stock, issued, 92,670,940
and 92,110,929 shares,
respectively 926 921
Additional paid-in capital 216,109 213,518
Treasury stock at cost
(1,429,500 shares) (15,012) (15,012)
Accumulated other comprehensive
income (loss) (8,970) (8,155)
Retained earnings 205,125 206,256
------------ ------------
Total shareholders' equity 398,178 397,528
------------ ------------
Total $ 755,935 $ 730,871
============ ============
See notes to consolidated financial statements.
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, except Per Share Data)
Year Nine Months Year
Ended Ended Ended
December 31, December 31, March 31,
1999 1998 1998
------------ ------------ ------------
Revenues (Note 9) $ 387,452 $ 342,201 $ 379,901
Cost of Revenues 341,852 246,228 265,245
------------ ------------ ------------
Gross Profit 45,600 95,973 114,656
Equity in Net Loss of
Unconsolidated Affiliate
(Note 12) (10,658) (6,890) (1,654)
Selling, General and
Administrative Expenses 27,710 21,720 22,492
------------ ------------ ------------
Operating Income 7,232 67,363 90,510
------------ ------------ ------------
Other Income (Expense):
Interest Expense (14,500) (6,744) (2,245)
Other (1,420) (665) 3,420
------------ ------------ ------------
(15,920) (7,409) 1,175
------------ ------------ ------------
Income (Loss) before
Income Taxes (8,688) 59,954 91,685
Provision (Benefit) for
Income Taxes (Note 4) (7,557) 20,983 34,382
------------ ------------ ------------
Net Income (Loss) (1,131) 38,971 57,303
============ ============ ============
Net Income (Loss)
Per Share (Note 7):
Basic (0.01) 0.43 0.63
Diluted (0.01) 0.42 0.61
============ ============ ============
See notes to consolidated financial statements.
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in Thousands)
Accumulated
Additional Other
Common Stock Paid-in Treasury Compensation Retained
Shares Amount Capital Stock Income(loss) Earnings Total
---------- ------- ----------- ---------- ------------ ----------- -----------
Balance at
March 31, 1997 90,556,750 $ 906 $ 201,331 $ -- $ -- $ 109,990 $ 312,227
Net income -- -- -- -- -- 57,303 57,303
Amortization of
unearned stock
compensation -- -- 179 -- -- -- 179
Restricted stock
issues, net 94,340 -- -- -- -- -- --
Exercise of
stock options 903,328 9 2,581 -- -- (8) 2,582
Tax effect of
exercise of
stock options -- -- 4,474 -- -- -- 4,474
Common stock
issued 39,088 -- 428 -- -- -- 428
Foreign currency
translation
adjustments -- -- -- -- (8,178) -- (8,178)
Other 3,608 -- (82) -- -- -- (82)
---------- ------- ----------- ---------- ------------ ----------- -----------
Balance at
March 31, 1998 91,597,114 915 208,911 -- (8,178) 167,285 368,933
Net income -- -- -- -- -- 38,971 38,971
Amortization of
unearned stock
compensation -- -- 604 -- -- -- 604
Restricted stock
issues, net 5,464 -- -- -- -- -- --
Exercise of
stock options 318,531 3 805 -- -- -- 808
Tax effect of
exercise of
stock options -- -- 1,318 -- -- -- 1,318
Common stock
issued 184,065 2 1,880 -- -- -- 1,882
Foreign currency
translation
adjustments -- -- -- -- 23 -- 23
Common stock
repurchased -- -- -- (15,012) -- -- (15,012)
Other 5,755 1 -- -- -- -- 1
---------- ------- ----------- ---------- ------------ ----------- -----------
Balance at
December 31,
1998 92,110,929 921 213,518 (15,012) (8,155) 206,256 397,528
Net loss -- -- -- -- -- (1,131) (1,131)
Amortization of
unearned stock
compensation -- -- 304 -- -- -- 304
Restricted
stock issues,
net 80,500 -- -- -- -- -- --
Exercise of
stock options 420,875 4 1,095 -- -- -- 1,099
Tax effect of
exercise of
stock options -- -- 688 -- -- -- 688
Common stock
issued 58,636 1 504 -- -- -- 505
Foreign currency
translation
adjustments -- -- -- -- (815) -- (815)
---------- ------- ----------- ---------- ------------ ----------- -----------
Balance at
December 31,
1999 92,670,940 $ 926 $ 216,109 $(15,012) $ (8,970) $ 205,125 $ 398,178
========== ======= =========== ========== ============ =========== ===========
See notes to consolidated financial statements.
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Year Nine Months Year
Ended Ended Ended
December 31, December 31, March 31,
------------ ------------ ------------
1999 1998 1998
------------ ------------ ------------
Cash Flows From
Operating Activities:
Net income (loss) $ (1,131) $ 38,971 $ 57,303
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities
Depreciation and
amortization 55,006 35,602 29,576
(Gain) loss on sale,
disposal or impairment of
property and equipment 54 926 (72)
Deferred income taxes (14,888) 13,044 14,873
Equity in net loss of
unconsolidated affiliate 10,658 6,890 1,654
Other 282 (355) (989)
Changes in operating assets
and liabilities (net of
acquisitions):
Receivables 21,309 (10,836) (30,256)
Receivables from
unconsolidated
affiliate (7,151) (7,840) --
Prepaid expenses and other 3,098 (2,839) (3,242)
Account payable,
employee-related
liabilities,and other
accrued liabilities (18,935) 1,341 22,493
------------ ------------ ------------
Net cash provided by
operating activities 48,302 74,904 91,340
------------ ------------ ------------
Cash Flows From Investing
Activities:
Proceeds from sale of equipment 171 317 349
Decrease (increase) in escrowed
funds, net 4,872 17,795 (8,826)
Acquisition of businesses,
net of cash acquired -- -- (103,805)
(Net advances to) repayment
of advances to unconsolidated
affiliate (12,616) 6,835 2,593
Additions to property and
equipment (29,252) (132,881) (122,320)
Additions to deferred charges (14,248) (11,998) (10,076)
Other 399 540 (54)
------------ ------------ ------------
Net cash used in
investing activities (50,674) (119,392) (242,139)
------------ ------------ ------------
Cash Flows from
Financing Activities:
Repayment of long-term debt (192,104) (23,196) (27,220)
Proceeds from long-term debt 201,687 87,000 131,000
Proceeds from sale of
common stock, net 1,604 2,691 2,445
Purchase of treasury stock -- (15,012) --
------------ ------------ ------------
Net cash provided
by financing activities 11,187 51,483 106,225
------------ ------------ ------------
Effect of Exchange Rate Change
on Cash (96) (320) (714)
Cash:
Increase (decrease) 8,719 6,675 (45,288)
Beginning of period 25,368 18,693 63,981
------------ ------------ ------------
End of period 34,087 25,368 18,693
============ ============ ============
See notes to consolidated financial statements
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In Thousands)
Year Nine Months Year
Ended Ended Ended
December 31, December 31, March 31,
------------ ------------ ------------
1999 1998 1998
------------ ------------ ------------
Net income (loss) $ (1,131) $ 38,971 $ 57,303
Other comprehensive income(loss):
Foreign currency translation
adjustments (815) 23 (8,178)
------------ ------------ ------------
Comprehensive income (loss) $ (1,946) $ 38,994 $ 49,125
============ ============ ============
See notes to consolidated financial statements.
Global Industries, Ltd.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies
Organization - Global Industries, Ltd. and subsidiaries (the
"Company") provides construction services, including pipeline
construction, platform installation and removal, construction
support and diving services, to the offshore oil and gas industry
in the United States Gulf of Mexico and in selected international
areas. Most work is performed on a fixed-price basis, but the
Company also performs services on a cost-plus or day-rate basis, or
on a combination of such basis. The Company's traditional
contracts are typically of short duration, being completed in one
to five months. Engineering, Procurement, Installation and
Commissioning contracts (EPIC) and turnkey contracts in foreign
areas can be for longer durations of up to one or two years.
Principles of Consolidation - The consolidated financial
statements include the accounts of Global Industries, Ltd. and its
wholly owned subsidiaries. All significant intercompany balances
and transactions have been eliminated. On December 23, 1996, the
Company acquired a 49% ownership interest in CCC Fabricaciones y
Construcciones, S.A. de C.V. ("CCC") (see Note 12) which was
accounted for under the equity method. As more thoroughly discussed
in Note 12, the Company sold all of its interest in CCC and
acquired the offshore marine construction business of CCC effective
July 1, 1999. The new ownership structure is consolidated into the
Company's 1999 financial statements as of the effective date of the
transaction.
Fiscal Year - Effective December 31, 1998, the Company
changed its fiscal year-end to December 31 of each year. The
consolidated statements of operations, shareholders' equity, cash
flows, and comprehensive income (loss) for the period from April
1, 1998 to December 31, 1998 represent a transition period of
nine months which is referred to as the nine months ended
December 31, 1998.
The following is a comparative summary of the operating
results for the twelve months ended December 31, 1999 and 1998
and the nine-month periods ended December 31, 1998 and 1997:
Twelve Months Nine Months
Ended December 31, Ended December 31,
---------------------- -----------------------
1999 1998 1998 1997
(Unaudited) (Unaudited)
---------- ---------- ---------- -----------
(in thousands, except per share amounts)
Revenues $ 387,452 $ 429,719 $ 342,201 $ 292,383
Cost of Revenues 341,852 310,003 246,228 201,470
---------- ---------- ---------- ----------
Gross Profit 45,600 119,716 95,973 90,913
Equity in Net Loss
of Unconsolidated
affiliate (10,658) (7,690) (6,890) (854)
Selling, General
and Administrative
Expenses 27,710 27,305 21,720 16,907
---------- ---------- ---------- ----------
Operating Income 7,232 84,721 67,363 73,152
---------- ---------- ---------- ----------
Other Income (Expense):
Interest Expense (14,500) (7,530) (6,744) (1,459)
Other (1,420) (263) (665) 3,018
---------- ---------- ---------- ----------
(15,920) (7,793) (7,409) 1,559
---------- ---------- ---------- ----------
Income (Loss) before
Income Taxes (8,688) 76,928 59,954 74,711
Provision (Benefit)
for Income Taxes (7,557) 26,975 20,983 28,390
---------- ---------- ---------- ----------
Net Income (Loss) $ (1,131) $ 49,953 $ 38,971 $ 46,321
========== ========== ========== ==========
Net Income (Loss)
Per Share
Basic $ (0.01) $ 0.55 $ 0.43 $ 0.50
Diluted $ (0.01) $ 0.53 $ 0.42 $ 0.49
========== ========== ========== ==========
Cash - Cash includes cash on hand, demand deposits, repurchase
agreements having maturities less than three months, and money
market funds with banks.
Escrowed Funds - Escrowed funds totaled $6.7 million and $11.6
million at December 31, 1999 and December 31, 1998, respectively.
These amounts represent funds available for reimbursement to the
Company for amounts expended or which the Company expects to expend
on certain capital construction projects, restricted amounts held
under a Capital Construction Fund (CCF) agreement with the U.S.
Maritime Administration (MarAd) and funds held as security for the
debt with Heller Financial Inc. (see Note 3). Under the terms of
the financing agreement with the Lake Charles Harbor and Terminal
District, proceeds from the issuance of $28.0 million of Port
Improvement Revenue Bonds were deposited into a construction fund
for payment of related bond issuance costs and certain costs of
construction and improvement of a deepwater support facility and
pipebase in Carlyss, Louisiana (see Note 3). The Company also has
unreimbursed funds from the sale of U.S. Government Guaranteed
Financing Bonds deposited into an escrow account with MarAd. The
funds on deposit with MarAd are available for reimbursement to the
Company for certain vessel construction costs. Restricted funds
held in the CCF are available to the Company for certain vessel
construction costs and Title XI principal payments. Subsequent to
December 31, 1999, the Company terminated its Capital Construction
Fund and disbursed all $2.4 million held in the fund. $0.7 million
of the disbursement is a nonqualified withdrawal and, as such, will
be taxable income to the Company in 2000. The funds held as
security for the debt with Heller Financial, Inc. are being used to
service the debt in 2000. Substantially all of the escrowed funds
are invested in U.S. Treasury Bills and a money market account
invested in U.S. government and U.S. government agency securities.
At December 31, 1999 and 1998, the Company estimated $5.8 million
and $2.4 million, respectively, were currently reimbursable from
the escrowed funds for amounts expended on the related construction
projects and capital construction fund.
Subsequent to December 31, 1999, the Company terminated its
Capital Construction Fund Agreement with the MarAd. Prior to
termination, the fund held $2.4 million in funds of which $1.7
million was withdrawn as a qualified withdrawal for reimbursement
of principal payments on Title XI bonds. The remaining $0.7
million was withdrawn as a nonqualified withdrawal and will be
included in taxable income on the Company's 2000 corporate income
tax return.
Property and Equipment - Property and equipment are stated at
cost. Expenditures for property and equipment and items that
substantially increase the useful lives of existing assets are
capitalized at cost and depreciated. Routine expenditures for
repairs and maintenance are expensed as incurred. Except for
certain barges that are depreciated on the units-of-production
method over estimated barge operating days, depreciation is
provided utilizing the straight-line method over the estimated
useful lives of the assets. Amortization of leasehold improvements
is provided utilizing the straight-line method over the estimated
useful lives of the assets or over the lives of the leases,
whichever is shorter. Leasehold improvements relating to leases
from the Company's principal shareholder are amortized over their
expected useful lives (and beyond the term of lease) because it is
expected that the leases will be renewed.
The periods used in determining straight-line depreciation and
amortization follow:
Marine barges, vessels and related equipment 5 - 25 years
Machinery and equipment 5 - 18 years
Transportation equipment 3 - 10 years
Furniture and fixtures 2 - 12 years
Buildings and leasehold improvements 3 - 40 years
Effective April 1, 1998, the Company changed its estimate of
the useful lives of certain marine barges that are depreciated on
the units-of-production method. The Company increased total
estimated operating days for such barges to better reflect the
estimated periods during which the assets will remain in service.
For the nine months ended December 31, 1998, the change had the
effect of reducing depreciation expense by $3.7 million and
increasing net income by $2.4 million ($0.3 per both basic and
diluted share).
Depreciation and amortization expense of property and
equipment approximated $39.4 million, $29.2 million, and $24.9
million for the year ended December 31, 1999, the nine months ended
December 31, 1998, and the year ended March 31, 1998, respectively.
Interest Capitalization - Interest costs for the construction
of certain long-term assets are capitalized and amortized over the
related assets' estimated useful lives. During the year ended
December 31, 1999, the nine months ended December 31, 1998 and the
year ended March 31, 1998, interest costs of $3.1 million, $2.6
million, and $4.0 million, respectively, were capitalized.
Deferred Charges - Deferred charges consist principally of
dry-docking costs which are capitalized at cost and amortized on
the straight-line method through the date of the next scheduled
dry-docking. Amortization expense approximated $14.0 million, $5.8
million, and $4.4 million for the year ended December 31, 1999, the
nine months ended December 31, 1998, and the year ended March 31,
1998, respectively.
Goodwill - Goodwill represents the excess of the purchase
price and directly related costs over the value assigned to the net
tangible assets of acquired businesses and is being amortized on a
straight-line basis over estimated useful lives of fifteen years.
Amortization expense charged to operations for the year ended
December 31, 1999 was $1.3 million while amounts charged to
operations for the nine months ended December 31, 1998 and the year
ended March 31, 1998 were not material. Accumulated amortization
at December 31, 1999 and 1998 was $1.6 million and $0.3 million,
respectively.
Management evaluates the continuing value and future benefits
of goodwill, including the appropriateness of related amortization
periods, on a current basis.
Impairment of Long-Lived Assets - Long-lived assets held and
used by the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. The Company assesses the
recoverability of long-lived assets by determining whether the
carrying values can be recovered through projected cash flows and
operating results over their remaining lives. Any impairment of
the asset is recognized when it is probable that such future
undiscounted cash flows will be less than the carrying value of the
asset. During the nine months ended December 31, 1998, the Company
recorded impairment in the carrying value of certain facilities at
the Houma, Louisiana location of $0.6 million. No similar write-
downs were recorded for the years ended December 31, 1999 and March
31, 1998.
Contracts in Progress and Revenue Recognition - Revenues from
construction contracts, which are typically of short duration, are
recognized on the percentage-of-completion method, measured by
relating the actual cost of work performed to date to the current
estimated total cost of the respective contract. Contract costs
include all direct material and labor costs and those indirect
costs related to contract performance, such as indirect labor,
supplies, and repairs. Provisions for estimated losses, if any, on
uncompleted contracts are made in the period in which such losses
are determined. Selling, general, and administrative costs are
charged to expense as incurred.
Stock-Based Compensation - Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation",
("SFAS 123") encourages, but does not require, companies to
record compensation cost for stock-based employee compensation
plans at fair value. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," ("APB 25") and
related interpretations and has adopted the disclosure-only
provisions of SFAS 123. Accordingly, compensation cost for
restricted stock awards and stock options is measured as the
excess, if any, of the quoted market price of the Company's stock
at the date of the grant over the amount an employee must pay to
acquire the stock. See Note 7.
Income Taxes - Income taxes are recognized during the year in
which transactions enter into the determination of net income, with
deferred taxes being provided for temporary differences between
assets and liabilities for financial reporting and such amounts as
measured by tax laws.
Fair Value of Financial Instruments - The carrying value of
the Company's financial instruments, including cash, escrowed
funds, receivables, advances to unconsolidated affiliate, accounts
payable, and certain accrued liabilities approximate fair market
value due to their short-term nature. The fair value of the
Company's long-term debt at December 31, 1999 and 1998 based upon
available market information, approximated $232. 2 million and
$216.1 million, respectively.
Concentration of Credit Risk - The Company's customers are
primarily major oil companies, independent oil and gas producers,
and transportation companies operating in the Gulf of Mexico and
selected international areas. The Company performs ongoing credit
evaluation of its customers and requires posting of collateral when
deemed appropriate. The Company provides allowances for possible
credit losses when necessary.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
Reclassifications - Certain prior year balances have been
reclassified to conform to the current year presentation.
Foreign Currency Translation - Effective October 1, 1999, the
Company determined that the United States dollar is the functional
currency for substantially all of the financial statements of its
foreign subsidiaries that previously used the local currency as the
functional currency. The change was adopted as a result of
significant changes in the operational and financial structure of
these foreign operations and management's resulting evaluation of
relevant economic facts and circumstances, including the high
proportion of contracts that are denominated in United States
dollars and the high volume of intercompany transactions and
financing indicators. Accordingly effective October 1, 1999,
current exchange rates are used to remeasure assets and
liabilities, except for certain accounts (including property and
equipment, goodwill and equity) which are remeasured using
historical rates. The translation calculation for the income
statement used average exchange rates during the period, except
certain items (including depreciation and amortization expense) for
which historical rates are used. Any resulting remeasure gain or
loss is included in other income (expense).
Prior to the change, the financial statements of those
subsidiaries in which United States dollars were not the functional
currency used the local currency as the functional currency. The
translation calculation for the income statement used the average
exchange rates during the period. The translation calculation for
assets and liabilities used the current exchange rates as of the
last day of the period and equity amounts were translated using
historical rates. The resulting balancing translation adjustments
for those periods are a component of accumulated other
comprehensive income (loss). Gains and losses resulting from
foreign currency transactions are included in other income
(expense) and are not material for the periods presented in the
statements of operations.
Basic and Diluted Net Income (Loss) Per Share - Basic net
income (loss) per share is computed based on the weighted-average
number of common shares outstanding during the period. Diluted
net income (loss) per share uses the weighted-average number of
common shares outstanding adjusted for the incremental shares
attributed to dilutive outstanding options to purchase common
stock and non-vested restricted stock awards.
Recent Accounting Pronouncements - In June 1998, the FASB
issued Statement of Financial Accounting Standards No. 133
"Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"). SFAS 133 establishes accounting and reporting
standards for derivative instruments and hedging activities and
requires, among other things, that an entity recognize all
derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value. In June 1999, the
FASB issued SFAS 137, which delays the effective date of SFAS 133
to fiscal years beginning after June 15, 2000. The Company will
adopt the accounting standard effective for its fiscal year
beginning January 1, 2001, as required. The Company has
considered the implications of SFAS 133 and concluded that
implementation of the new standard is not currently expected to
have a material effect on the consolidated financial statements.
2. Property and Equipment
Property and equipment at December 31, 1999 and 1998 is
summarized as follows:
December 31, December 31,
1999 1998
------------ ------------
(in thousands)
Marine barges, vessels, and related equipment $ 521,247 $ 503,894
Machinery and equipment 50,943 45,380
Transportation equipment 3,910 3,625
Furniture and fixtures 7,413 5,371
Buildings and leasehold improvements 58,415 9,438
Land 11,151 11,145
Construction in progress 30,305 61,914
------------ ------------
683,384 640,867
Less accumulated depreciation and amortization (144,206) (105,381)
------------ ------------
Property and equipment - net $ 539,178 $ 535,486
3. Financing Arrangements
Long-term debt at December 31, 1999 and 1998 consisted of the following:
December 31, December 31,
1999 1998
------------ ------------
(in thousands)
United States Government Guaranteed Ship
Financing Bonds, 1994 Series dated
September 27, 1994, payable in semi-
annual principal installments of
$418,000 with final installments of
$370,000 plus interest at 8.30%,
maturing July 15, 2020, collateralized
by the Pioneer vessel and related
equipment with a net book value of
$35.4 million at December 31, 1999 $ 17,508 $ 18,344
United States Government Guaranteed Ship
Financing Bonds, 1996 Series dated
August 15, 1996, payable in 49 semi-
annual principal installments of
$407,000 with final installment of
$385,000, plus interest at 7.25%,
maturing July 15, 2022, collateralized
by escrowed funds and four vessels and
related equipment with a net book value
of $22.6 million at December 31, 1999 18,700 19,514
Heller Financial Inc. term loan, payable
in monthly principal installments of
$291,667 plus interest at variable rates
(at December 31, 1999 the interest rate
was 9.25%), maturing April 1, 2003,
collateralized by four vessels, with
a net book value of $11.7 million at
December 31, 1999 11,667 --
Obligation to service Lake Charles Harbor
and Terminal District Port Improvement
Revenue Bonds, dated November 1, 1998,
interest payable monthly at prevailing
market rates, maturing November 1, 2027,
collateralized by $28.4 million irrevocable
letter of credit 28,000 28,000
Revolving line of credit with a syndicate
of commercial banks,interest payable at
variable rates -- 143,000
Term loan with a syndicate of commercial
banks 175,000 --
Other obligations 1,532 1,939
------------ ------------
Total long-term debt 252,407 210,797
Less current maturities 20,165 2,190
------------ ------------
Long-term debt, less current maturities $ 232,242 $ 208,607
============ ============
Annual maturities of long-term debt for each of the five
fiscal years following December 31, 1999 and in total thereafter
follow (in thousands). These amounts reflect the Title XI
Hercules mortgage financing as discussed below:
2000 $ 20,165
2001 26,402
2002 26,407
2003 24,080
2004 22,770
Thereafter 132,583
---------
Total $ 252,407
=========
In accordance with the United States Government Guaranteed
Ship Financing Bond agreements, the Company is required to comply
with certain covenants, including the maintenance of minimum
working capital and net worth requirements, which if not met,
result in additional covenants including restrictions on the
payment of dividends. The Company is currently in compliance
with these covenants.
The Lake Charles Harbor and Terminal District Port
Improvement Revenue Bonds (the "Bonds") are subject to optional
redemption, generally without premium, in whole or in part on any
business day prior to maturity at the direction of the Company.
Interest accrues at varying rates as determined from time to time
by the remarketing agent based on (i) specified interest rate
options available to the Company over the life of the Bonds and
(ii) prevailing market conditions at the date of such
determination. The interest rate on borrowings outstanding at
December 31, 1999 and 1998 was 5.5% and 4.1%, respectively.
Under the terms of the financing, proceeds from the issuance of
the Bonds were placed in a Construction Fund for the payment of
issuance related costs and the costs of acquisition, construction,
and improvement of a deepwater support facility and pipebase in
Carlyss, Louisiana. The unexpended funds are included in the
accompanying balance sheets under the caption "Escrowed Funds."
On December 30, 1999 the Company consummated a new $300.0
million credit facility, which consists of a $175.0 million term
loan facility and a $125.0 million revolving loan facility. This
new facility replaced the Company's previous facility, which
consisted of a $250.0 million revolving credit facility. Both the
term and revolving loan facility mature on December 30, 2004. The
term facility requires quarter payments of $8.2 million (net of
Hercules Title XI mortgage financing debt prepayment, as discussed
below) to be made starting June 2000 and continuing until maturity.
The term and revolving loan agreement permit both prime rate bank
borrowings and London Interbank Offered Rate ("Libor") borrowings
plus a floating spread. The spread for both prime rate and Libor
borrowings will float up or down based on the Company's performance
as determined by a leverage ratio. The spreads can range from 0.5%
to 1.50% and 1.75% to 2.75% for prime rate and Libor based rate
borrowings, respectively. In addition, the 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
new credit facility. Both the term loan and the revolving loan
facilities are subject to certain financial covenants with which
the Company was in compliance with at December 31, 1999. As of
February 25, the Company had $64.7 million of credit capacity
available under its credit facility.
In February 2000, the Company completed Title XI mortgage
financing for $99.0 million, at 7.71% per annum, for the conversion
of the Hercules. These bonds financed both Phase I and Phase II of
the Hercules conversion. Phase I proceeds, net of fees amounted to
$65.2 million. Phase II proceeds of $29.1 million, reside in
escrow and will be released to the Company once Phase II is
complete, which is expected to occur early in the third quarter of
fiscal 2000. Concurrently with the receipt of the net proceeds of
the bond issue, the Company prepaid $94.2 million of term debt
under its credit agreement.
In conjunction with the disposition of the Company's 49%
ownership of CCC and the acquisition of CCC's offshore marine
construction business (as discussed further in Note 12), the
Company assumed $13.4 million of debt with Heller Financial Inc.
This loan matures on April 1, 2003 and is collateralized by four
vessels. This loan is subject to certain financial covenants with
which the Company was in compliance with at December 31, 1999.
The Company has short-term credit facilities available at its
foreign locations that aggregate $10.4 million and are secured by
parent company guarantees.
4. Income Taxes
The Company has provided for income tax expense (benefit) as follows:
Year Nine Months Year
Ended Ended Ended
December 31, December 31, March 31,
------------ ------------ ------------
1999 1998 1998
------------ ------------ ------------
(in thousands)
U.S. Federal and State:
Current $ 1,365 $ 4,726 $ 18,465
Deferred (15,353) 13,031 14,873
Foreign:
Current 5,984 3,226 1,044
Deferred 447 -- --
------------ ------------ ------------
Total $ (7,557) $ 20,983 $ 34,382
============ ============ ============
State income taxes included above are not significant for any
of the periods presented.
Income (loss) before income taxes consisted of the following:
Year Nine Months Year
Ended Ended Ended
December 31, December 31, March 31,
------------ ------------ ------------
1999 1998 1998
------------ ------------ ------------
(in thousands)
United States $ (27,375) $ 46,151 $ 87,839
Foreign 18,687 13,803 3,846
------------ ------------ ------------
Total $ (8,688) $ 59,954 $ 91,685
============ ============ ============
The provision (benefit) for income taxes varies from the Federal
statutory income tax rate due to the following:
Year Nine Months Year
Ended Ended Ended
December 31, December 31, March 31,
------------ ------------ ------------
1999 1998 1998
------------ ------------ ------------
(in thousands)
Taxes at Federal statutory
rate of 35% $ (3,041) $ 20,984 $ 32,090
Tax benefit of disposition
of CCC, net (2,991) -- --
Adjustments related to
resolution of prior year
tax issues (1,500) -- --
Foreign income taxes at
different rates (109) (1,605) 1,044
Other 84 1,604 1,248
------------ ------------ ------------
Total $ (7,557) $ 20,983 $ 34,382
============ ============ ============
At December 31, 1999, the Company has an available, net
operating loss ("NOL") carryforward for regular federal income
tax purposes of approximately $46.6 million, which, if not used,
will expire in 2019. The Company also has a capital loss
carryforward of $19.0 million which, if not utilized, will expire
in 2004. The Company believes that it is more likely than not
that all of the NOL and capital loss carryforwards will be
utilized prior to their expiration.
Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for income tax purposes. The tax effects of significant items
comprising the Company's net deferred tax balance as of December
31, 1999 and 1998 are as follows:
December 31, December 31,
1999 1998
------------ ------------
(in thousands)
Deferred Tax Liabilities:
Excess book over tax basis of
property and equipment $ 56,128 $ 44,853
Deferred charges 2,747 4,574
Other 1,295 1,390
Deferred Tax Assets:
Reserves not currently deductible (1,212) (1,315)
Net operating loss carryforward (17,256) --
Capital loss carryforward (7,106) --
------------ ------------
Net deferred tax liability $ 34,596 $ 49,502
============ ============
A substantial portion of the undistributed earnings of foreign
subsidiaries has been reinvested and the Company does not expect to
remit the earnings to the parent company. Accordingly, no Federal
income tax has been provided on such earnings and, at December 31,
1999, the cumulative amount of such undistributed earnings
approximated $50.0 million. It is not practicable to determine the
amount of applicable income taxes that would be incurred if any of
such earnings were repatriated.
5. Employee Benefits
The Company sponsors a defined contribution profit sharing
and 401(k) retirement plan that covers all employees who meet
certain eligibility requirements. Company contributions to the
profit-sharing plan are made at the discretion of the Board of
Directors and may not exceed 15% of the annual compensation of
each participant. No contributions to the profit-sharing portion
of the plan were made for the year ended December 31, 1999 and
the nine months ended December 31, 1998. Profit-sharing plan
expense was $2.5 million for the year ended March 31, 1998.
Under the 401(k) section of the retirement plan, the Company
began matching employee 401(k) plan contributions during the nine
months ended December 31, 1998. The Company's matching contributions
equal 100% of the first $1,000 of each participating employee's
contribution to the plan. 401(k) matching expense during the year
ended December 31, 1999 and the nine months ended December 31, 1998,
was $0.6 million and $0.7 million, respectively.
The Company has an incentive compensation plan, which rewards
employees when the Company's financial results meet or exceed budgets.
For the year ended December 31, 1999 and the nine months ended December
31, 1998, the Company recorded no incentive compensation expense. For
the year ended March 31, 1998, incentive compensation expense was $2.5
million (distributed to 1,150 employees).
6. Commitments and Contingencies
Leases - The Company leases real property and equipment in
the normal course of business under varying operating leases,
including leases with its Chief Executive Officer. Rent expense
for the year ended December 31, 1999, the nine months ended
December 31, 1998 and the year ended March 31, 1998, was
$1,901,000, $1,177,000, and $1,224,000, respectively, (of which
$47,000, $35,250, and $47,000, respectively, were related party
rental expense). The lease agreements, which include both non-
cancelable and month-to-month terms, generally provide for fixed
monthly rentals and, for certain real estate leases, renewal
options.
Minimum rental commitments under leases having an initial or
remaining non-cancelable term in excess of one year for each of the
five years following December 31, 1999 and in total thereafter
follow (in thousands):
2000 $ 2,208
2001 1,910
2002 1,481
2003 1,115
2004 498
Thereafter 855
---------
Total $ 8,067
=========
Legal Proceedings - The Company is a party in legal proceedings
and potential claims arising in the ordinary course of its 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, the Company filed suit against Groupe GTM
in Tribunal de Commerce de Paris to recover damages. The Company believes
that the outcome of these matters will not have a material adverse effect on
its business or financial statements.
Construction and Purchases in Progress - The Company estimates that
the cost to complete capital expenditure projects in progress at December
31, 1999 approximated $11.5 million.
Guarantees - In the normal course of its business activities, the
Company provides guarantees and performance, bid, and payment bonds
pursuant to agreements or obtaining such agreements to perform
construction services. Some of these financial instruments are secured
by parent guarantees. The aggregate of these guarantees and bonds at
December 31, 1999 was $20.9 million.
Letters of Credit - In the normal course of its business
activities, the Company is required to provide letters of credit
to secure the performance and/or payment of obligations, including
the payment of worker's compensation obligations. Additionally, the
Company has issued a letter of credit as collateral for $28.4 million
of Port Improvement Revenue Bonds. Outstanding letters of credit at
December 31, 1999 approximated $38.3 million.
7. Shareholders' Equity
Authorized Stock - The Company has authorized 30,000,000
shares of $0.01 par value preferred stock and 150,000,000 shares
of $0.01 par value common stock.
Treasury Stock - During August 1998, the Board of Directors
authorized the expenditure of up to $30.0 million to purchase
shares of the Company's outstanding common stock. Subject to
market conditions, the purchases may be effected from time to time
through solicited or unsolicited transactions in the market or in
privately negotiated transactions. No limit was placed on the
duration of the purchase program. Subject to applicable securities
laws, management will make purchases based upon market conditions
and other factors. As of December 31, 1999, the Company had
purchased 1,429,500 shares since the authorization at a total cost
of $15.0 million. No shares were purchased in 1999. Under the
Company's new credit facility stock purchases are prohibited.
Restricted Stock Awards and Stock Option Plans - The Company
has three stock-based compensation plans that provide for the
granting of restricted stock, stock options, or a combination of
both to officers and employees. Unearned stock compensation cost
for restricted stock awards and stock options is measured as the
excess, if any, of the quoted market price of the Company's stock
at the date of the grant over the amount an employee must pay to
acquire the stock and is included in the accompanying financial
statements as a charge against Additional Paid-in Capital. The
unearned stock compensation is amortized over the vesting period
of the awards and amortized compensation amounted to approximately
$304,000, $604,000 and $179,000 for the year ended December 31, 1999,
the nine months ended December 31, 1998, and the year ended March 31,
1998, respectively. The balance of Unearned Stock Compensation to be
amortized in future periods was $2.4 million and $1.3 million at
December 31, 1999 and 1998, respectively.
The Company's 1992 Restricted Stock Plan provides for awards
of shares of restricted stock to employees approved by a committee
of the Board of Directors. Under the plan, 712,000 shares of Common
Stock have been reserved for issuance, of which 131,076 were available
for grant at December 31, 1999. Shares granted under the plan vest
33 1/3% on the third, fourth, and fifth anniversary date of grant.
During the year ended ended December 31, 1999 and the nine months ended
December 31, 1998, no awards were made under the plan. For the year
ended March 31, 1998, 5,000 awards with a weighted average value at the
time of issue of $13.444 per share were awarded. During the year ended
December 31, 1999, restrictions on 21,992 shares expired. On December
31, 1999, restrictions remained on 46,342 shares.
The 1992 Stock Option Plan provides for grants of incentive
and nonqualified options to employees approved by a committee of
the Board of Directors. Options granted under the plan have a
maximum term of ten years and are exercisable, subject to continued
employment, under terms and conditions set forth by the committee.
As of December 31, 1999, the number of shares reserved for issuance
under the plan was 9,600,000 of which 3,446,384 were available for grant.
The Company does not expect to issue any additional awards
under its 1992 Restricted Stock Plan and its 1992 Stock Option
Plan.
The Company's 1998 Equity Incentive Plan permits the
granting of both restricted stock awards and stock option awards
to employees approved by a committee of the Board of Directors.
The plan also authorizes the Chief Executive Officer to grant
stock options and restricted stock awards to non-officer
employees. As of December 31, 1999, 3,200,000 shares of common
stock have been reserved for issuance under the plan, of which
1,969,650 were available for grant. Restricted shares granted
under the plan vest 33 1/3% on the third, fourth and fifth
anniversary date of the grant. During the year ended December
31, 1999, the nine months ended December 31, 1998, and the year
ended March 31, 1998, the Company issued 105,500 restricted stock
awards with a weighted average value at the time of issue of
$9.936 per share, 11,000 restricted stock awards with a weighted
average value at the time of issue of $17.341 per share, and
97,500 restricted stock awards with a weighted average value at
the time of issue of $16.500 per share, respectively. On
December 31, 1999, restrictions remained on 194,000 shares.
The following table shows the changes in options outstanding
under all plans for the year ended December 31, 1999, the nine
months ended December 31, 1998, and the year ended March 31,
1998:
At 85% of Market At or Above Market
--------------------- ---------------------
Weighted Weighted
Avg. Avg.
Shares Price Shares Price
----------- --------- ----------- ---------
Outstanding on March 31, 1997 1,306,382 $ 1.950 2,844,560 $ 3.800
Granted 28,000 14.602 2,244,900 16.124
Surrendered (32,460) 2.319 (264,900) 10.019
Exercised (335,060) 1.658 (412,980) 3.177
----------- --------- ----------- ---------
Outstanding on March 31, 1998 966,862 2.405 4,411,580 9.756
Granted 277,500 7.823 324,500 9.271
Surrendered (6,560) 1.847 (366,300) 12.911
Exercised (154,602) 1.572 (164,905) 3.513
----------- --------- ----------- ---------
Outstanding on December 31, 1998 1,083,200 3.779 4,204,875 9.690
Granted 58,000 6.059 866,500 9.669
Surrendered (67,200) 7.665 (716,130) 11.992
Exercised (184,240) 1.836 (237,900) 3.332
----------- --------- ----------- ---------
Outstanding on December 31, 1999 889,760 $ 3.737 4,117,345 $ 9.652
=========== ========= ========== =========
Exercisable at December 31, 1999 596,560 $ 2.833 1,824,495 $ 7.540
=========== ========= ========== =========
In October 1998, the Company repriced the exercise price on
665,000 incentive options. The table above has been restated for
the nine months ended December 31, 1998 and the year ended March
31, 1998 to reflect the repriced amounts. The repricing had the
effect of changing the weighted average exercise price per share
of the "at or above market" options from $13.633 to $9.271 for
options granted during the nine months ended December 31, 1998
and from $17.943 to $16.124 for options granted during the year
ended March 31, 1998.
The following table summarizes information about stock
options outstanding at December 31, 1999:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- --------------------------------------------------------------- ---------------------------
Weighted Average
Remaining Weighted Weighted
Range of Number Contractural Average Number Average
Exercise Prices Outstanding Life (Years) Exercise Price Exercisable Exercise Price
- ------------------- ----------- ------------- -------------- ----------- --------------
$ 1.5413 - 2.2344 538,020 3.42 $ 1.6108 514,020 $ 1.5862
2.3250 - 3.3125 1,217,100 5.27 2.7416 1,031,500 2.6919
3.7813 - 5.5938 288,975 8.26 5.0919 77,975 4.7470
5.9375 - 8.8750 1,326,190 8.45 7.6725 295,760 7.4518
9.2500 - 13.0156 571,900 8.13 11.5414 65,600 10.9838
14.6250 - 21.3750 1,064,920 7.74 19.5973 436,200 19.6092
- ------------------- ----------- ------------- -------------- ----------- --------------
$ 1.5413 - 21.3750 5,007,105 6.94 $ 8.6517 2,421,055 $ 6.3775
=================== =========== ============= ============== =========== ==============
Non-Employee Director Compensation - Effective September 1,
1998, the Board of Directors terminated the Non-employee Director
Stock Plan and adopted the Global Industries, Ltd., Non-Employee
Directors Compensation Plan (the "Directors Compensation
Plan"). Under the Directors Compensation Plan, each non-
employee director may elect to defer receipt of all or part of
his or her annual retainer and meeting fees. In lieu of cash and
accrued interest, each non-employee director may elect to base
the deferred fees on Stock Units which have the same value as
common stock and increase and decrease in value to the full
extent of any increase or decrease in the value of the common
stock. Also, each non-employee director may receive up to
$20,000 of his or her annual retainer and meeting fees in shares
of common stock. With respect to annual retainer fees and
meeting fees earned after December 31, 1998, each non-employee
director must elect to receive at least $20,000 in common stock
or Stock Units. The maximum number of shares of common stock
that may be issued under the plan is 25,000. As of December 31,
1999 no shares have been issued under the plan.
Prior to the effective date of the Directors Compensation
Plan, the Non-Employee Director Stock Plan provided that each
director of the Company who was not an employee receive 4,000
shares of common stock on August 1st of each year, subject to an
annual limitation that the aggregate fair market value of shares
transferred could not exceed 75% of such director's cash
compensation for services rendered with respect to the
immediately preceding twelve-month period. The plan specified
that a maximum of 80,000 shares of common stock could be issued
under the plan. During the nine months ended December 31, 1998
and the year ended March 31, 1998, 5,755, and 3,608 shares,
respectively, were issued under the plan. Non-employee director
stock compensation expense was $69,000, and $55,000 for the nine
months ended December 31, 1998, and the year ended March 31,
1998, respectively.
1995 Employee Stock Purchase Plan - The Global Industries,
Ltd. 1995 Employee Stock Purchase Plan ("Purchase Plan")
provides a method for substantially all employees to voluntarily
purchase a maximum of 2,400,000 shares of the Company's common
stock at favorable terms. Under the Purchase Plan, eligible
employees may authorize payroll deductions that are used at the
end of the Option Period to acquire shares of common stock at 85%
of the fair market value on the first or last day of the Option
Period, whichever is lower. In August 1997, shareholders
approved an amendment to the plan whereby the plan has a twelve-
month and a six-month Option Period. In October 1998, the Board
of Directors further amended the plan effective December 31,
1998, to, among other items, change the twelve-month Option
Period to begin January 1 of each year and the six-month Option
Period to begin July 1 of each year. For the year ended December
31, 1999, 269 employees purchased 152,145 shares at a weighted
average cost of $5.63 per share. For the nine months ended
December 31, 1998, 241 employees purchased 58,636 shares at a
weighted average cost of $8.606 per share. For the year ended
March 31, 1998, 662 employees purchased 184,065 shares at a
weighted average cost of $10.225 per share.
Proforma Disclosure - In accordance with APB 25,
compensation cost has been recorded in the Company's financial
statements based on the intrinsic value (i.e., the excess of the
market price of stock to be issued over the exercise price) of
restricted stock awards and shares subject to options.
Additionally, under APB 25, the Company's employee stock purchase
plan is considered noncompensatory and, accordingly, no
compensation cost has been recognized in the financial
statements. Had compensation cost for the Company's grants under
stock-based compensation arrangements for the year ended December
31, 1999, the nine months ended December 31, 1998 and the year
ended March 31, 1998, been determined consistent with SFAS 123,
the Company's net income (loss) and net income (loss) per share
amounts for the respective periods would approximate the
following proforma amounts (in thousands, except per share data):
Year Ended Nine Months Ended Year Ended
December 31, December 31, March 31,
------------------ ------------------ ------------------
1999 1998 1998
------------------ ------------------ ------------------
Reported Proforma Reported Proforma Reported Proforma
-------- -------- -------- -------- -------- --------
Net income (loss) $(1,131) $(4,670) $ 38,971 $ 36,341 $ 57,303 $ 55,474
======== ======== ======== ======== ======== ========
Net income (loss)
per share
Basic $ (0.01) $ (0.05) $ 0.43 $ 0.40 $ 0.63 $ 0.61
Diluted $ (0.01) $ (0.05) $ 0.42 $ 0.39 $ 0.61 $ 0.59
The weighted-average fair value of options that were granted
during the year ended December 31, 1999 was $6.27. The fair
value of each option granted is estimated on the date of the
grant using the Black-Scholes option pricing model with the
following assumptions: (i) dividend yield of 0%, (ii) expected
volatility of 61.49%, (iii) risk-free interest rate of 6.67%, and
(iv) expected life of 7.00 years.
The weighted-average fair value of options granted during
the nine months ended December 31, 1998 was $5.02. The fair
value of each option granted is estimated on the date of the
grant using the Black-Scholes option pricing model with the
following assumptions: (i) dividend yield of 0%, (ii) expected
volatility of 56.06%, (iii) risk-free interest rate of 5.31%, and
(iv) expected life of 7.00 years.
The weighted-average fair value of options granted during
the year ended March 31, 1998 was $10.26. The fair value of each
option granted is estimated on the date of grant using the Black-
Scholes option pricing model with the following assumptions: (i)
dividend yield of 0%, (ii) expected volatility of 48.5%, (iii)
risk-free interest rate of 6.30%, and (iv) expected life of 6.50
years.
Basic and Diluted Net Income (loss) Per Share - The
following table presents the reconciliation between basic shares
and diluted shares (in thousands, except per share data):
Weighted-Average Shares Income (Loss) Per Share
Net Income ----------------------------- -----------------------
(Loss) Basic Incremental Diluted Basic Diluted
---------- -------- ----------- --------- --------- -----------
Year ended
December 31,1999 $ (1,131) 90,700 -- 90,700 $ (0.01) $ (0.01)
Nine Months ended
December 31,1998 38,971 91,498 2,310 93,808 0.43 0.42
Year ended
March 31, 1998 57,303 91,110 2,762 93,872 0.63 0.61
All options outstanding during the year ended December 31,
1999 were excluded from the computation of diluted EPS because
the effect of their inclusion is antidilutive.
Options to purchase 1,356,000 shares of common stock, at an
exercise price range of $14.625 to $20.188 per share, were
outstanding during the nine months December 31, 1998, but were
not included in the computation of diluted EPS because the
options' exercise prices were greater than the average market
price of the common shares.
Options to purchase 1,859,100 shares of common stock, at an
exercise price of $15.375 to $21.1935 per share were outstanding
during the year ended March 31, 1998, but were not included in
the computation of diluted EPS because the options' exercise
prices were greater than the average market price of the common
shares.
8. Industry Segment and Geographic Information
The Company operates primarily in the offshore oil and gas
construction industry. However, the Company has used a
combination of factors to identify its reportable segments as
required by Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related
Information" ("SFAS 131"). The overriding determination of
the Company's segments is based on how the chief operating
decision-maker of the Company evaluates the Company's results of
operations. The underlying factors include types of service and
type of assets used to perform such services, operational
management, physical locations, degree of integration, and
underlying economic characteristics of the various types of work
the Company performs. The Company has identified eight segments
of which seven meet the quantitative thresholds as required by
SFAS 131 for disclosure. The Company's Gulf of Mexico Diving
segment did not meet the quantitative thresholds for the year
ended December 31, 1999. However, the Company feels that the
Gulf of Mexico Diving segment will have continuing significance
in future financial results and thus, is a reportable segment
also. The reportable segments are Gulf of Mexico Offshore
Construction, Gulf of Mexico Diving, Gulf of Mexico Marine
Support, Latin America, West Africa, Asia Pacific, and Middle
East. The Company's Gulf of Mexico ROV/other offshore
construction services and Global Production Services did not meet
the criteria of a reportable segment.
Gulf of Mexico Offshore Construction is principally related
services performed using the Company's construction barges in the
Gulf of Mexico, including pipelay and derrick services. Gulf of
Mexico Diving is all diving services including those performed
using dive support vessels. Gulf of Mexico Marine Support
includes services performed using the Company's SWATH vessel,
Pioneer, liftboat services, crewboat services, and transportation
services. Latin America, West Africa, Asia Pacific, and Middle
East include a broad range of offshore construction services,
including pipelay and derrick, diving, offshore support vessels,
trenching, and ROV services. Latin America also includes
services and equipment provided to CCC and the 49% equity in
CCC's results to July 1, 1999, the effective date of the
Company's disposal of its ownership interest in CCC (see Note
12). Many of the Company's services are integrated, and thus,
are performed for other of the Company's segments, typically at
rates charged to external customers.
The following tables show information about the profit or
loss and assets of each of the Company's reportable segments for
the year ended December 31, 1999, the nine months ended December
31, 1998, and the year ended March 31, 1998. The information
contains certain allocations of corporate expenses that the
Company deems reasonable and appropriate for the evaluation of
results of operations. Segment assets do not include
intersegment receivable balances as the Company feels that such
inclusion would be misleading or not meaningful. Segment assets
are determined by where they are situated at period-end. Because
the Company offers an integrated range of services, some assets
are used by more than one segment. However, the Company feels that
allocating the value of those assets among segments is impractical.
Nine Months
Year Ended Ended Year Ended
December 31, December 31, March 31,
------------ ------------ ------------
1999 1998 1998
------------ ------------ ------------
(in thousands)
Revenues from external customers:
Gulf of Mexico Offshore
Construction $ 116,198 $ 132,299 $ 220,867
Gulf of Mexico Diving 19,141 29,032 27,795
Gulf of Mexico Marine Support 18,294 23,425 44,256
Latin America 91,332 26,312 9,506
West Africa 81,137 68,860 27,348
Asia Pacific 56,098 38,015 30,289
Middle East 4,006 22,992 18,549
Intersegment revenues:
Gulf of Mexico Offshore
Construction $ 1,009 $ 3,472 $ 843
Gulf of Mexico Diving 10,186 13,049 34,700
Gulf of Mexico Marine Support 9,450 8,039 7,286
Latin America -- -- --
West Africa -- -- --
Asia Pacific -- -- --
Middle East -- -- --
Interest expense:
Gulf of Mexico Offshore
Construction $ 3,435 $ 1,982 $ 230
Gulf of Mexico Diving 832 590 36
Gulf of Mexico Marine Support 1,680 440 9
Latin America 3,812 368 1,130
West Africa 1,243 994 1,227
Asia Pacific 2,481 533 199
Middle East 417 373 857
Depreciation and amortization:
Gulf of Mexico Offshore
Construction $ 21,136 $ 11,032 $ 12,368
Gulf of Mexico Diving 3,250 3,665 4,012
Gulf of Mexico Marine Support 8,425 3,867 4,060
Latin America 6,595 4,539 3,384
West Africa 4,295 3,226 2,462
Asia Pacific 5,664 6,745 1,945
Middle East 3,157 1,456 668
Income (loss) before income taxes:
Gulf of Mexico Offshore
Construction $ 6,060 $ 26,195 $ 44,230
Gulf of Mexico Diving (891) 13,498 24,404
Gulf of Mexico Marine Support (3,587) 10,235 19,443
Latin America 5,472 107 (37)
West Africa 8,224 11,923 3,712
Asia Pacific (10,451) 3,427 197
Middle East (6,816) (1,814) (707)
Segment assets at period-end:
Gulf of Mexico Offshore
Construction $ 228,151 $ 249,424 $ 227,887
Gulf of Mexico Diving 30,980 44,370 35,474
Gulf of Mexico Marine Support 70,960 88,150 94,268
Latin America 135,446 34,461 50,004
West Africa 61,643 69,972 53,175
Asia Pacific 145,808 149,998 60,635
Middle East 34,275 40,782 47,328
Expenditures for long-lived assets:
Gulf of Mexico Offshore
Construction $ 7,076 $ 54,406 $ 95,705
Gulf of Mexico Diving 963 272 8,323
Gulf of Mexico Marine Support 1,220 2,295 19,584
Latin America 58,174 4 20,366
West Africa 386 1,491 4,258
Asia Pacific 9,305 67,704 48,905
Middle East 129 4,908 38,408
The following table reconciles the reportable segments'
revenues, income (loss) before income taxes, assets, and other
items presented above, to the Company's consolidated totals.
Nine Months
Year Ended Year Ended Year Ended
December 31, December 31, March 31,
------------ ------------ ------------
1999 1998 1998
------------ ------------ ------------
(in thousands)
Revenues
Total for reportable segments $ 406,851 $ 367,428 $ 423,074
Total for other segments 1,757 1,576 2,003
Elimination of intersegment
revenues (21,156) (26,803) (45,176)
------------ ------------ ------------
Total consolidated revenues $ 387,452 $ 342,201 $ 379,901
============ ============ ============
Income (loss) before income taxes
Total for reportable segments $ (1,989) $ 63,571 $ 91,242
Total for other segments 336 198 206
Unallocated corp. (expenses) income (7,035) (3,815) 237
------------ ------------ ------------
Total consolidated income (loss)
before tax $ (8,688) $ 59,954 $ 91,685
============ ============ ============
Segment assets at period-end
Total for reportable segments $ 707,263 $ 677,157 $ 568,771
Total for other segments 4,052 4,371 4,510
Corporate assets 44,620 49,343 52,086
----------- ------------ ------------
Total consolidated assets $ 755,935 $ 730,871 $ 625,367
=========== ============ ============
Other items:
Interest expense
Total for reportable segments $ 13,900 $ 5,280 $ 3,688
Total for other segments 64 -- --
Unallocated corp. interest expense 536 1,464 --
Interest allocated to segments in
excess of consolidated interest -- -- (1,443)
----------- ------------ ------------
Total consolidated interest
expense $ 14,500 $ 6,744 $ 2,245
=========== ============ ============
Depreciation and amortization
Total for reportable segments $ 52,522 $ 34,530 $ 28,899
Total for other segments 237 93 111
Unallocated corporate depreciation 2,247 979 566
----------- ------------ ------------
Total consolidated depreciation
and amortization $ 55,006 $ 35,602 $ 29,576
=========== ============ ============
Expenditures for long-lived assets
Total for reportable segments $ 77,253 $ 131,080 $ 217,333
Total for other segments 1 7 1,288
Corporate expenditures 10,105 1,794 866
----------- ------------ ------------
Total consolidated expenditures $ 87,359 $ 132,881 $ 219,487
=========== ============ ============
The following table presents the Company's revenues from
external customers attributed to operations in the United States
and foreign areas and long-lived assets in the United States and
foreign areas.
Nine Months
Year Ended Year Ended Year Ended
December 31, December 31, March 31,
------------ ------------ ------------
1999 1998 1998
------------ ------------ ------------
(in thousands)
Revenues from external customers
United States $ 154,879 $ 186,022 $ 294,209
Foreign areas 232,573 156,179 85,692
Long-lived assets at period-end
United States $ 315,884 $ 336,146 $ 288,636
Foreign areas 223,294 199,240 143,588
9. Major Customers
Sales to various customers for the year ended December 31,
1999, the nine months ended December 31, 1998, and the year ended
March 31, 1998, that amount to 10% or more of the Company's
revenues, follows:
Nine Months
Year Ended Year Ended Year Ended
December 31, December 31, March 31,
------------------- ------------------- -------------------
1999 1998 1998
------------------- ------------------- -------------------
(dollars in thousands)
Amt. % Amt. % Amt. %
---------- ------- ---------- ------- ---------- -------
Customer A $ -- -- $ 35,310 10% $ 77,945 21%
Customer B 70,264 18% 68,968 20% 44,557 12%
Customer C 42,223 11% -- -- -- --
Sales to Customer A for all periods presented in the table
were reported by each of the Company's Gulf of Mexico segments
and its Asia Pacific segment. Sales to Customer B were reported
by each of the Company's Gulf of Mexico segments and its West
Africa segments. Sales to Customer C were reported by the
Company's Latin America segment
10. Supplemental Disclosures of Cash Flow Information
Supplemental cash flow information for the year ended
December 31, 1999, the nine months ended December 31, 1998 and
year ended March 31, 1998 are as follows:
Nine Months
Year Ended Year Ended Year Ended
December 31, December 31, March 31,
------------ ------------ ------------
1999 1998 1998
------------ ------------ ------------
(in thousands)
Cash paid for:
Interest, net of amount
capitalized $ 16,223 $ 4,679 $ 2,252
Income taxes 4,931 6,258 15,948
Non-cash investing and
financing activities:
In connection with acquisitions,
liabilities assumed were as
follows:
Fair value of assets acquired,
net of cash acquired $ 27,246 $ -- $ 114,931
Cash paid for net assets -- -- (103,805)
Goodwill acquired 43,085 -- --
------------ ------------ ------------
Fair value of liabilities
assumed $ 70,331 $ -- $ 11,126
============ ============ ============
Other Non-Cash Transactions:
During the year ended December 31, 1999, the nine months
ended December 31, 1998 and the year ended March 31, 1998, the
tax effect of the exercise of stock options resulted in an
increase in additional paid-in capital and reductions to income
taxes payable of $0.7 million, $1.3 million, and $4.5 million,
respectively.
11. Interim Financial Information (Unaudited)
The following is a summary of consolidated interim financial
information for the year ended December 31, 1999 and nine months
ended December 31, 1998:
Three Months Ended
---------------------------------------------
March 31 June 30 Sept. 30 Dec. 31(1)
---------- ---------- ---------- ----------
(in thousands, except per share amounts)
Year Ended December 31, 1999
Revenues $ 79,292 $ 92,343 $129,274 $ 86,543
Gross profit 9,754 9,111 18,751 7,984
Net income (loss) 198 (1,094) 3,428 (3,663)
Net income (loss) per share
Basic $ 0.00 $ (0.01) $ 0.04 $ (0.04)
Diluted $ 0.00 $ (0.01) $ 0.04 $ (0.04)
(1) Included in the fourth quarter of fiscal 2000 are non
recurring charges of $3.7 million after tax, related to the
attempted acquisition of ETPM and the replacement of the
Company's credit facility and a $1.5 million tax benefit relating
to the resolution of prior year tax issues.
Three Months Ended
-----------------------------------------
June 30 Sept. 30 Dec. 31
----------- ----------- -----------
(in thousands, except per share amounts)
Nine months ended December 31, 1998
Revenues $ 92,158 $ 120,575 $ 129,468
Gross profit 30,587 30,901 34,485
Net income 14,829 12,297 11,845
Net income per share:
Basic $ 0.16 $ 0.13 $ 0.13
Diluted $ 0.16 $ 0.13 $ 0.13
12. Investment in and Advances to Unconsolidated Affiliate
In a Transaction Agreement effective July 1, 1999, the
Company acquired the offshore marine construction business of CCC
Fabricaciones y Construcciones, S.A. de C.V. ("CCC"), a leading
provider of offshore construction services in Mexico, and sold
its 49% ownership interest in CCC to CCC's other principal
shareholder. Under the terms of the transaction, the Company
acquired four marine vessels, a marine support base at Ciudad del
Carmen, Mexico, and existing contracts to perform approximately
$72.0 million of offshore marine construction. As consideration
for the assets acquired, the Company assumed approximately $32.0
million of CCC indebtedness (which the Company previously
guaranteed) and other net accounts payable and liabilities of
approximately $38.3 million related to CCC's offshore marine
construction operation. The acquisition was accounted for as a
purchase and, accordingly, the acquisition cost has been
allocated to the net tangible assets acquired based on their fair
market values with the excess, approximating $43.1 million,
recorded as goodwill. The results of operations of the acquired
business are included (on a full consolidated basis) in the
accompanying 1999 financial statements from the effective date of
the acquisition.
The following unaudited proforma income statement data for
the year ended December 31, 1999 and the nine months ended
December 31, 1998 reflects the acquisition assuming it occurred
effective April 1, 1998:
Year Nine Months
Ended Ended
December 31, December 31,
------------ ------------
1999 1998
------------ ------------
Revenues $ 505,346 $ 493,693
Net income (loss) (10,190) 31,563
Net income (loss0 per share:
Basic $ (0.11) $ 0.34
Diluted $ (0.11) $ 0.34
Prior to the aforementioned sale of its 49% ownership
interest in CCC, the Company's investment in CCC was accounted
for under the equity method.
Summary financial information of CCC as of September 30,
1998 and December 31, 1997 and for the nine months ended
September 30, 1998 and the year ended December 31, 1997 follows
(in thousands):
September 30, December 31,
1998 1997
-------------- -------------
Current Assets $ 110,352 $ 63,819
Noncurrent asset, net 28,174 28,900
-------------- -------------
Total $ 138,526 $ 92,719
============== =============
Current liabilities $ 127,512 $ 65,681
Noncurrent liabilities 28,082 21,788
-------------- -------------
Total $ 155,594 $ 87,469
============== =============
Nine Months Nine Months
Ended Ended Year Ended
June 30, September 30, December 31,
----------- ------------- ------------
Revenues $ 128,786 $ 177,799 $ 150,482
Gross Profit 2,354 12,411 24,595
Net Income (loss) (21,751) (14,061) (3,375)
During the year ended December 31, 1999, the nine months
ended December 31, 1998, and the year ended March 31, 1998, the
Company advanced funds to CCC (under interest bearing and non-
interest bearing arrangements), provided barge charters, diving
and other construction support services to CCC, and was
reimbursed for expenditures paid on behalf of CCC. Included in
the accompanying balance sheet as "other receivables" at
December 31, 1999 and "advances to unconsolidated affiliate" at
December 31, 1998 are amounts due from CCC totaling $8.6 million
and $18.8million, respectively. Revenues and expense reimbursements
relating to transactions with CCC approximated $6.5 million and
$0.7 million, respectively, for the year ended December 31, 1999,
($26.3 million and $0.6 million, respectively, for the nine
months ended December 31, 1998, and $9.5 million and $15.1
million, respectively, for the year ended March 31, 1998). No
interest income related to advances to CCC was recognized during
the year ended December 31, 1999 and the nine months ended
December 31, 1998. For the year ended March 31, 1998, interest
income related to advances to CCC approximated $0.4 million.
13. Business Acquisition
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 major assets acquired
in the transaction included 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. The
transaction was accounted for by the purchase method and,
accordingly, the acquisition cost of $103.8 million (consisting
of the purchase price of $102.0 million, and directly related
acquisition costs of $1.8 million) was allocated to the net
assets acquired based on their estimated fair market value. The
results of operations of the acquired business operations and
assets are included in the accompanying 1998 financial statements
since the date of acquisition.
The following unaudited pro forma income statement data for
the year ended March 31, 1998 reflects the effect of the
acquisition assuming it occurred effective April 1, 1996:
Year Ended
March 31,1998
---------------
(in thousands)
(except for share data)
Revenues $ 415,257
Net income 55,533
Net income per share:
Basic $ 0.61
Diluted $ 0.59
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by this Item is incorporated by
reference to the Company's definitive Proxy Statement to be filed
pursuant to Regulation 14A under the Securities Act of 1934 in
connection with the Company's 2000 Annual Meeting of Shareholders.
See also "Item (Unnumbered). Executive Officers of the
Registrant" appearing in Part I of this Annual Report.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item is incorporated by
reference to the Company's definitive Proxy Statement to be filed
pursuant to Regulation 14A under the Securities Act of 1934 in
connection with the Company's 2000 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The information required by this Item is incorporated by
reference to the Company's definitive Proxy Statement to be filed
pursuant to Regulation 14A under the Securities Act of 1934 in
connection with the Company's 2000 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this Item is incorporated by
reference to the Company's definitive Proxy Statement to be filed
pursuant to Regulation 14A under the Securities Act of 1934 in
connection with the Company's 2000 Annual Meeting of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) 1. Financial Statements
Included in Part II of this report.
Independent Auditors' Report.
Consolidated Balance Sheets as of December 31, 1999 and 1998.
Consolidated Statements of Operations for the year ended
December 31, 1999, the nine months ended December 31, 1998
and the year ended March 31, 1998.
Consolidated Statements of Shareholders' Equity for the
year ended December 31, 1999, the nine months ended
December 31, 1998 and the year ended March 31, 1998.
Consolidated Statements of Cash Flows for the year ended
December 31, 1999, the nine months ended December 31,
1998 and the year ended March 31, 1998.
Consolidated Statements of Comprehensive Income (Loss)
for the year ended December 31, 1999, the nine months
ended December 31, 1998 and the year ended March 31, 1998.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules
The following financial statement schedule is included:
Schedule II - Valuation and Qualifying Accounts
All other financial statement schedules are omitted
because the information is not required or because the
information required is in the financial statements or
notes thereto.
3. Exhibits.
Pursuant to Item 601(B)(4)(iii), the Registrant agrees
to forward to the commission, upon request, a copy of
any instrument with respect to long-term debt not
exceeding 10% of the total assets of the Registrant and
its consolidated subsidiaries.
The following exhibits are filed as part of this Annual
Report:
Exhibit
Number
3.1 - Amended and Restated Articles of
Incorporation of Registrant as amended,
incorporated by reference to Exhibits 3.1 and
3.3 to the Form S-1 Registration Statement
filed by the Registrant (Reg. No 33-56600).
3.2 - Bylaws of Registrant, incorporated by
reference to Exhibit 3.2 to the Form S-1
filed by Registrant (Reg. No. 33-56600).
4.1 - Form of Common Stock certificate,
incorporated by reference to Exhibit 4.1 to
the Form S-1 filed by Registrant (Reg. No.
33-56600).
10.1@ - Global Industries, Ltd. 1992 Stock Option
Plan, incorporated by reference to Exhibit
10.1 to the Form S-1 filed by Registrant
(Reg. No. 33-56600).
10.2@ - Global Industries, Ltd. Profit Sharing and
Retirement Plan, as amended, incorporated by
reference to Exhibit 10.2 to the Form S-1
filed by Registrant (Reg. No. 33-56600).
10.3@ - Global Industries, Ltd. Non-Employee Director
Stock Plan, as amended incorporated by
reference to Exhibit 10.3 to the Registrant's
Annual Report on Form 10-K for the fiscal
year ended March 31, 1996.
10.4 - Agreement of Lease dated May 1, 1992, between
SFIC Gulf Coast Properties, Inc. and Global
Pipelines PLUS, Inc., incorporated by
reference to Exhibit 10.6 to the Form S-1
filed by Registrant (Reg. No. 33-56600).
10.7 - Lease Extension and Amendment Agreement dated
January 1, 1996, between Global Industries,
Ltd. and William J. Dore' relating to the
Lafayette office and adjacent land
incorporated by reference to Exhibit 10.7 to
the Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 1996.
10.11 - Agreement between Global Divers and
Contractors, Inc. and Colorado School of
Mines, dated October 15, 1991, incorporated
by reference to Exhibit 10.20 to the Form S-1
filed by Registrant (Reg. No. 33-56600).
10.12 - Sublicense Agreement between Santa Fe
International Corporation and Global
Pipelines PLUS, Inc. dated May 24, 1990,
relating to the Chickasaw's reel pipelaying
technology, incorporated by reference to
Exhibit 10.21 to the Form S-1 filed by
Registrant (Reg. No. 33-56600).
10.13 - Non-Competition Agreement and Registration
Rights Agreement between the Registrant and
William J. Dore', incorporated by reference
to Exhibit 10.23 to the Form S-1 filed by
Registrant (Reg. No. 33-56600).
10.14@ - Global Industries, Ltd. Restricted Stock
Plan, incorporated by reference to Exhibit
10.25 to the Form S-1 filed by Registrant
(Reg. No. 33-56600).
10.15 - Capital Construction Fund Agreement by and
between the United States of America,
represented by the Secretary of
Transportation, acting by and through the
Maritime Administrator and Global Industries,
Ltd., incorporated by reference to Exhibit
10.18 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31,
1994.
10.16@ - Second Amendment to the Global Industries,
Ltd. Profit Sharing Plan, incorporated by
reference to Exhibit 10.19 to the
Registrant's Registration Statement on Form
S-1 (Reg. No. 33-81322).
10.17@ - Global Industries, Ltd. 1995 Employee Stock
Purchase Plan incorporated by reference to
Exhibit 10.20 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
March 31, 1995.
10.18 - Trust Indenture relating to United States
Government Guaranteed Ship Financing
Obligations between Global Industries, Ltd.,
shipowner, and Hibernia National Bank,
Indenture Trustee, dated as of September 27,
1994 incorporated by reference to Exhibit
10.22 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31,
1995.
10.19@ - Amendment to Global Industries, Ltd. 1992
Stock Option Plan incorporated by reference
to Exhibit 10.23 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
March 31, 1996.
10.20 - Trust Indenture relating to United States
Government Guaranteed Ship Financing
Obligations between Global Industries, Ltd.,
shipowner, and First National Bank of
Commerce, Indenture Trustee, dated as of
August 15, 1996, incorporated by reference to
Exhibit 10.21 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
March 31, 1997.
10.21 - Form of Indemnification Agreement between the
Registrant and each of the Registrant's
directors, incorporated by reference to
Exhibit 10.22 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
March 31, 1997.
10.22@ - 1996 Amendment to Global Industries, Ltd.
1995 Employee Stock Purchase Plan,
incorporated by reference to Exhibit 10.26 to
the Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 1997.
10.23 - Amendment Assignment and Assumption of
Authorization Agreement relating to United
States Government Ship Financing obligations
between Global Industries, Ltd., shipowner,
and First National Bank of Commerce,
Indenture Trustee, dated as of October 23,
1996, incorporated by reference to Exhibit
10.27 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31,
1997.
10.24@ - Global Industries, Ltd. 1998 Equity Incentive
Plan incorporated by reference to exhibit
10.28 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31,
1998.
10.25 - Acquisition Agreement among the Registrant
Sub Sea International and Dresser Industries,
dated, June 24, 1997, incorporated by
reference to Exhibit 21 to the Registrant's
current report on Form 8-K dated August 8,
1997.
10.26 - Facilities Agreement (related to Carlyss
Facility) by and between the Registrant and
Lake Charles Harbor and Terminal District
dated as of November 1, 1997, incorporated by
reference to Exhibit 10.2 to Registrant's
Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 1997.
10.27 - Ground Lease and Lease-Back Agreement
(related to Carlyss Facility) by and between
the Registrant and Lake Charles Harbor and
Terminal District dated as of November 1,
1997, incorporated by reference to Exhibit
10.3 to Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December
31, 1997.
10.28 - Trust Indenture (related to Carlyss Facility)
by and between Lake Charles Harbor and
Terminal District and First National Bank of
Commerce, as Trustee, dated as of November 1,
1997, incorporated by reference to Exhibit
10.4 to Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December
31, 1997.
10.29 - Pledge and Security Agreement (related to
Carlyss Facility) by and between Registrant
and Bank One, Louisiana, National
Association, dated as of November 1, 1997,
incorporated by reference to Exhibit 10.5 to
Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended December 31,
1997.
10.30@ - Global Industries, Ltd. Non-Employee
Directors Compensation Plan incorporated by
reference to Exhibit 4.1 to Registrant's
Registration Statement on Form S-8 (Reg. No.
333-69949).
10.31 - Transaction agreement between Global
Industries, Ltd., and CCC Fabricaciones Y
Construcciones, S.A. de C.V. dated July 1,
1999. Incorporated by reference to exhibit
2.1 to registrant's quarterly report on Form
10-Q for the quarterly period ended June 30,
1999.
10.32 - Share Purchase Agreement between Global
Industries, Ltd. and ETPM, S.A. incorporated
by reference to exhibit 2.1 to registrants'
quarterly report on Form 10-Q for the
quarterly period ended June 30, 1999.
* 10.33 - Trust Indenture relating to United States
Government Guaranteed Ship Financing
Obligations between Global Industries, Ltd.,
shipowner, and Wells Fargo Bank, Indenture
Trustee, dated as of February 22, 2000.
* 10.34 - Credit Agreement dated as of December 30,
1999 by, and Among Banc One, National
Association, as agent for lenders Global
Industries, Ltd. and Global Offshore Mexico,
S. DE R.L. DE C.V.
* 10.35 - Assignment and Assumption Agreement and First
Amendment to loan agreement between CCC
Fabricationes y Construcciones, SA de CV,
Heller Financial, Inc., Grupo Consorcio
Fabricaciones y Construcciones, SA de CV,
Global Industries, Ltd., and Global
Industries Offshore, Inc.
* 21.1 - Subsidiaries of the Registrant.
* 23.1 - Consent of Deloitte & Touche LLP.
* 27.1 - Financial Data Schedule
*Filed herewith.
@Management Compensation Plan or Agreement.
(b) Reports on Form 8-K.
None.
Global Industries, Ltd.
Schedule II Valuation and Qualifying Accounts
For the Year Ended December 31, 1999, the Nine Months Ended
December 31, 1998, and the Year Ended March 31, 1998
(Thousands of dollars)
Additions
-------------------------
Balance at Charged to Charged to Balance at
Beginning of Costs and Other End of
Description Period Expenses Accounts Deductions Period
- --------------------------------- ------------ ------------ ----------- ---------- -----------
Year ended December 31, 1999
Allowances for doubtful accounts $ 1,274 $ 7,692 $ -- $ 810 $ 8,156
Nine months ended December 31, 1998
Allowances for doubtful accounts *
Year ended March 31, 1998 *
Allowances for doubtful accounts
* - Years not material
Pursuant to the requirements of Section 13 or 15 (d) 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/ PETER S. ATKINSON
____________________________________________
Peter S. Atkinson
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
March 17, 2000
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
/s/ WILLIAM J. DORE'
- ----------------------------
William J. Dore' Chairman of the Board, President, March 17, 2000
Chief Executive Officer and
Director
/s/ JAMES C. DAY
- ----------------------------
Janes C. Day Director March 17, 2000
/s/ EDGAR G. HOTARD
- ----------------------------
Edgar G. Hotard Director March 17, 2000
/s/ EDWARD P. DJEREJIAN
- ----------------------------
Edward P. Djerejian Director March 17, 2000
/s/ MICHAEL J. POLLOCK
- ----------------------------
Michael J. Pollock Director March 17, 2000
/s/ PETER S. ATKINSON
- ---------------------------
Peter S. Atkinson Vice President, Chief Financial March 17, 2000
Officer (Principal Financial and
Accounting Officer)