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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, 2000
[ ] 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 or Identification Number)
Organization)
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 8, 2001 was
$1,018,240,803 based on the last reported sales price of the
Common Stock on March 8, 2001 on the NASDAQ\NMS.
The number of shares of the registrant's Common Stock
outstanding as of March 8, 2001, was 92,569,158.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Annual
Meeting of Shareholders to be held on May 11, 2001, 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 12
Item 4. Submission of Matters to
a Vote of Security Holders 12
Item (Unnumbered). Executive Officers of the Registrant 13
PART II
Item 5. Market for the Registrant's Common Equity
and Related Shareholder Matters 15
Item 6. Selected Financial Data 16
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 17
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk 27
Item 8. Financial Statements and Supplementary Data
Independent Auditors' Report 28
Consolidated Balance Sheets -
December 31, 2000 and 1999 29
Consolidated Statements of Operations -
Years Ended December 31, 2000 and
December 31, 1999, and Nine Months
Ended December 31, 1998 30
Consolidated Statements of Shareholders'
Equity - Years Ended December 31, 2000
and December 31, 1999, and Nine Months
Ended December 31,1998 31
Consolidated Statements of Cash Flows -
Years Ended December 31, 2000 and
December 31, 1999, and Nine Months
Ended December 31, 1998 32
Consolidated Statements of Comprehensive
Income(Loss) - Years Ended December 31,
2000 and December 31, 1999, and Nine
Months Ended December 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. In 1990, Global was organized as a Delaware Corporation.
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-three
manned vessels that were available for service during 2000. At
December 31, 2000 the Company's fleet consisted of seventy-eight
vessels.
On September 30, 2000, the Company completed a transaction to
exchange certain of its remotely operated vehicles ("ROV") assets
for certain non-U.S. diving assets of Oceaneering International,
Inc. and share certain international facilities with Oceaneering in
Asia and Australia. Global conveyed to Oceaneering its ROVs and
related equipment in Asia and Australia and its ROV Triton XL-11 in
the Gulf of Mexico. In exchange, Oceaneering conveyed to Global
the dive support vessel Ocean Winsertor along with air and
saturation diving equipment in Asia, Australia, China, and the
Middle East.
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.
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 steel pipe by either the conventional or the
reel method of pipelaying using either manual or automatic welding
processes. 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 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 400 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 corrosion 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 3,000 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, corrosion 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 Hercules, is equipped with a reel system similar in design
to the Chickasaw's but with a much greater capacity. The Hercules
reel is 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 can install small
diameter pipe at rates averaging 3,000 feet per hour. The Hercules
is capable of providing conventional and spooled pipelay services
in water depths up to 10,000 feet.
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.
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. 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
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
February 2001 there were 4,303 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's 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 owned and operated ROVs and performed ROV
services in the Gulf of Mexico, Asia Pacific, and the Middle East
through the third quarter of 2000. As discussed above, on September
30, 2000 the Company exchanged certain of its ROV assets for
certain non-U.S. diving assets of Oceaneering International, Inc.
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 in the U.S.
Gulf of Mexico and in Mexico's Bay of Campeche.
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.
Customers
The Company's customers are primarily oil and gas producers
and pipeline companies. During the year ended December 31, 2000,
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 20% 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 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 bases. 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. Although customers' contract
terms relating to risk allocation are becoming more onerous to the
contractor, there are more innovative risk and reward contracts
being offered.
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.
Domestic 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 Coflexip S.A., 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., Offshore
Specialities Fabricators, Inc., and Torch, Inc. Some shallow water
competitors operate only one barge and compete primarily based on
price.
Backlog
As of January 31, 2001, the Company's backlog of construction
contracts supported by written agreements amounted to approximately
$58.0 million ($19.4 million for the U.S. Gulf of Mexico and $38.6
million for international operations), compared to the Company's
backlog at January 31, 2000, of $97.2 million ($14.8 million for
the U.S. Gulf of Mexico and $82.4 million for international
operations). 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.'s
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, 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 2000, the number of Company
employees ranged from a low of 1,718 to a high of 1,963, and as of
January 31, 2001, the Company had 1,755 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 52% of its revenues
in 2000, 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 conduct 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, 2000. 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-three 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 11.
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, was completed in the fourth 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 Hercules reel system is similar in design to the
Chickasaw's, but with much greater capacity. The Hercules reel is
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 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
modified the vessel to increase its load carrying capacity. The
Pioneer's current base is the Gulf of Mexico.
The Company operates twenty-three 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. In
the second quarter of 2000, the Company took delivery of a new 190-
foot class liftboat, the Swordfish. In January 2001, the liftboat
Bonita suffered an engine room explosion. The vessel incurred
extensive damage and was declared a constructive total loss.
The Company owns all of its barges and vessels, and sixty 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 sixteen 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, dive support vessels, and ROVs.
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 its facilities in Houma and
Amelia, Louisiana with the Carlyss Facility.
During 2000, the Company consolidated its Asia Pacific and
Middle East headquarters to Bangkok, Thailand.
The following table summarizes the Company's significant existing
facilities as of December 31, 2000:
Approximate
Square Feet Owned/Leased
Location Principal Use or Acreage (Lease Expiration)
- -------- ------------- ----------- ------------------
Carlyss, LA Shore base/Corporate
Headquarters 625 acres Owned
Port of Iberia, LA Shore base 39 acres Owned
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
Bangkok, Thailand Office 7,545 sq. ft. Leased (July 2003)
Batam Island,
Indonesia Shore base 52 acres Leased (Mar. 2028)
Sharjah, United
Arab Emirates Office/Shore base 64,946 sq. ft. Leased (Jun. 2001)
(1) Leased from the Company's Chairman and Chief Executive Officer,
Mr. William J. Dore'.
Global Industries, Ltd.
Listing of Construction Barges and Swath Vessel
Pipelay
----------------
Derrick Maximum Maximum
-------
Maximum Pipe Water Living
Vessel Length Lift Diameter Depth Year Quarter
Type (Feet) (Tons) (Inches) (Feet) Acquired Capacity
------------ ------ ------- -------- ------- -------- --------
Construction
Barges:
Hercules Pipelay/reel/
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/
derrick 350 800 36.00 1,500 1992 190
Arapaho Derrick 350 800 -- -- 1992 100
Cherokee Pipelay/
derrick 350 925 36.00 1,500 1990 183
Sara Maria Derrick 350 550 -- -- 1999 300
Mohawk Pipelay/
bury/
derrick 320 600 48.00 700 1996 200
Seneca Pipelay/
bury 290 150 42.00 1,000 1997 126
Chickasaw Pipelay
reel/
derrick 275 160 12.75 6,000 1990 70
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
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.
Recently the industry has seen a tightening in the builder's risk
market which has increased deductibles and reduced coverage.
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.
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. On June 21, 2000, Groupe GTM filed an answer
and counterclaim against Global seeking the liquidated damages of
$25.0 million and other damages, costs and expenses of
approximately $1.5 million. The Company believes that the outcome
of these matters will not have a material adverse effect on its
business or financial statements.
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, 2000 follow:
Name Age Position
William J. Dore' 58 Chairman of the Board of Directors and
Chief Executive Officer
Peter S. Atkinson 53 President
Timothy W. Miciotto 57 Vice President, Chief Financial Officer
Nicolas A. Alvarado 56 Vice President, Worldwide Business
Development and Latin America
Byron W.Baker 45 Vice President, Offshore Operations
R. Craig Broussard 39 Vice President, Asia Pacific/Middle East
Wilmer J. Buckley, Jr. 51 Vice President, Human Resources
James J. Dore' 46 Vice President, Diving and Special Services
Lawrence C. McClure 45 Vice President, Offshore Construction
Division/Engineering
Robert L. Patrick 50 Vice President, Mediterranean and West Africa
Russell J. Robicheaux 52 Vice President, General Counsel
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 and most recently, as of June 2000,
Chairman of the Board and Chief Executive Officer. Mr. Dore' has
over thirty years of experience in the diving and marine
construction industry. He is a past President of the Association
of Diving Contractors and has served on the Board of Directors
executive committee of the National Ocean Industry Association.
In 2000, Mr. Dore' received the Horatio Alger Award for personal
and professional achievement.
Mr. Atkinson joined the Company in September of 1998 as Vice
President and Chief Financial Officer. In June 2000, he was
named President. 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. Miciotto joined the Company as Vice President and Chief
Financial Officer in June 2000. Mr. Miciotto has thirty-two
years of experience in both domestic and international financial
management positions with McDermott International, Inc.,
including resident experience in Lebanon, Belgium, England and
Singapore. Prior to joining Global, he had been Director -
Materials and Transportation with McDermott International, Inc.
for the preceding five years.
Mr. Alvarado joined the Company as Vice President, Worldwide
Business Development in May 2000. In October 2000, Mr. Alvarado
assumed additional responsibilities for the Company's Latin
America operations. Mr. Alvarado previously served as General
Manager for Chevron in Venezuela. He has thirty years of
experience in various domestic and international management
positions with Chevron, including more than fifteen years
resident experience in Venezuela, Australia, Canada, Indonesia
and Europe.
Mr. Baker joined the Company in April 1997 as Operations
Manager in Mexico. In 1999, he was named International Offshore
Operations Manager. In February 2000, Mr. Baker was appointed
Vice President, Offshore Operations. Prior to joining Global, he
served as Operations Manager at J. Ray McDermott. In addition to
serving at McDermott, he served in an operational capacity at
Offshore Pipelines, Inc. He has more than twenty-five years of
experience in the offshore construction industry.
Mr. Broussard joined the Company in June 1990 as Regional
Marketing Representative. Mr. Broussard has served in various
roles in the Company's domestic divisions including management
positions in marketing and sales, contracts and estimating,
operations, and projects. In addition, Mr. Broussard has served
as Manager of Proposals and Projects Middle East, based in
Sharjah, United Arab Emirates. Mr. Broussard served as Regional
Manager Asia Pacific based in Singapore from July
1998 through March 2000. Mr. Broussard was named Vice President,
Asia Pacific/Middle East in April 2000.
Mr. Buckley joined the Company in February 1995 as Corporate
Director of Human Resources. Mr. Buckley was named Vice
President, Human Resources in April 1997. He has more than twenty
years of professional experience in human resources and has held
corporate-level positions with two major offshore contractors,
including resident experience in the Middle East and Southeast Asia.
Mr. James Dore' has over twenty 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.
In January 2001, Mr. Dore' became President of the Association
of Diving Contractors. Mr. Dore' is the brother of William J. Dore'.
Mr. McClure joined the Company in January 1989 as Assistant
Operations Manager and was promoted to Manager of Estimating and
Engineering in February 1992. In February 1995, he was named
Vice President, Estimating and Engineering. Mr. McClure was
named Vice President, Offshore Construction in February 1996.
In May 2000, he was named Vice President, Offshore Construction
Division/Engineering. Mr. McClure has over twenty years of
experience in the offshore construction business.
Mr. Patrick joined the Company 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 over twenty-five years of experience in marine
engineering and offshore construction.
Mr. Robicheaux joined the Company 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 preceding twenty-five years, including design and field
engineering, project engineering, estimating and project
management.
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, 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
January 1, 2000 - March 31, 2000 $ 15.750 $ 7.375
April 1, 2000 - June 30, 2000 19.875 11.125
July 1, 2000 - September 30, 2000 18.688 9.438
October 1, 2000 - December 31, 2000 14.750 9.188
As of March 13, 2001, there were approximately 1,042 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 changed its fiscal
accounting year end to December 31 from March 31.
Year Nine Months Year
Ended Ended Ended
December 31, December 31, March 31,
--------------------------- ----------------- -----------------
2000(1) 1999(2) 1998(3) 1998 1997(3) 1998(4) 1997
(in thousands, except per share data)
Revenues $298,745 $387,452 $429,719 $342,201 $292,383 $379,901 $229,142
Gross profit 35,383 45,600 119,716 95,973 90,913 114,656 63,253
Net income
(loss) (16,690) (1,131) 49,953 38,971 46,321 57,303 33,932
Net income
(loss)
per share
Basic $ (0.18)$ (0.01) $ 0.55 $ 0.43 $ 0.50 $ 0.63 $ 0.44
Diluted $ (0.18)$ (0.01) $ 0.53 $ 0.42 $ 0.49 $ 0.61 $ 0.42
Weighted
average
common shares
outstanding
Basic 91,982 90,700 91,488 91,498 90,981 91,110 77,746
Diluted 91,982 90,700 94,780 93,808 93,682 93,872 80,747
Total
assets (5) $730,187 $755,935 $730,187 $730,187 $611,110 $625,367 $422,687
Working
capital(5) 37,949 58,561 78,637 78,637 66,820 77,472 103,727
Long-term
debt,total(5) 236,627 252,407 210,797 210,797 137,887 146,993 43,213
________________
(1) Included in the net income (loss) and net income (loss) per
share amount is a cumulative effect of change in accounting
principle of $(0.8) million and $(0.01), respectively. See
Note 1 of the Notes to Consolidated Financial Statements.
(2) 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 (CCC
Fabricaciones y Construcciones, S.A. de C.V.) offshore
construction business. See Note 12 of the Notes to
Consolidated Financial Statements.
(3) Unaudited.
(4) 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.
(5) As of the end of the period.
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 and the related Notes to
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, sustaining damage in severe
weather conditions, fire and explosion. 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.
On September 30, 2000, the Company completed a transaction to
exchange certain of its ROV assets for certain non-U.S. diving
assets of Oceaneering International, Inc. and share certain
international facilities with Oceaneering in Asia and Australia.
Global conveyed to Oceaneering its ROVs and related equipment in
Asia and Australia and its ROV Triton XL-11 in the Gulf of Mexico.
In exchange, Oceaneering conveyed to Global the dive support
vessel Ocean Winsertor along with air and saturation diving
equipment in Asia, Australia, China, and the Middle East.
Results of Operations
The following table sets forth, for the periods indicated,
statement of operations data expressed as a percentage of
revenues.
Twelve Twelve Twelve Nine Nine
Months Months Months Months Months
Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31,
------------ ------------ ------------ ------------ ------------
2000 1999 1998 1998 1997
------------ ------------ ------------ ------------ ------------
(unaudited) (unaudited)
Revenues 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of
revenues (88.2) (88.2) (72.1) (72.0) (68.9)
Gross profit 11.8 11.8 27.9 28.0 31.1
Goodwill
Amortization (1.0) (0.3) -- -- --
Equity in net
loss of
unconsolidated
affiliate -- (2.8) (1.8) (2.0) (0.3)
Selling,
general and
administrative
expenses (10.5) (7.2) (6.4) (6.3) (5.8)
Operating income 0.3 1.5 19.7 19.7 25.0
Interest expense (7.6) (3.7) (1.7) (2.0) (0.5)
Other income
(expense) 1.0 (0.1) (0.1) (0.2) 1.0
Income (loss)
before income
taxes (6.3) (2.3) 17.9 17.5 25.5
(Provision)
benefit for
income taxes 0.9 2.0 (6.3) (6.1) (9.7)
Income (loss)
before
cumulative
effect of
change in
accounting
principle (5.4) (0.3) 11.6 11.4 15.8
Cumulative
effect of
change in
accounting
principle 0.3 -- -- -- --
Net income
(loss) (5.7)% (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
international locations, for all periods presented above. In
addition, 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, 2000 Compared to the Year Ended December 31, 1999
Revenues. Revenues for the year ended December 31, 2000 declined
23% to $298.7 million from $387.5 million for the year ended
December 31, 1999. The decline in revenues is primarily
attributable to decreased activity in the Company's West Africa,
Latin America, and Asia Pacific divisions. These amounts were
partially offset by increases in the Company's Gulf of Mexico
Diving, Gulf of Mexico Marine Support, and Middle East segments.
Gross Profit. The Company's gross profit as a percentage of
revenues was 12% for both the year ended December 31, 2000 and
December 31, 1999. Gross profit for the year ended December 31,
2000 was $35.4 million as compared with $45.6 million for the year
ended December 31, 1999. The 22% decline was largely the result of
decreased international activity, partially offset by higher gross
profit from the Company's Gulf of Mexico Diving, Gulf of Mexico
Marine Support, and Middle East segments. The higher gross profits
in these areas was due primarily to increased activity and
increased rates.
Selling, General, and Administrative Expenses. For the year ended
December 31, 2000, selling, general, and administrative expenses
increased 13% to $31.2 million from $27.7 million for the twelve
months ended December 31, 1999. The increase was due primarily to
an entire year of consolidation of the Company's Mexican
Operations in fiscal 2000 as compared to a half year in fiscal 1999.
Depreciation and Amortization. For the year ended December 31,
2000, depreciation and amortization, including amortization of dry-
docking costs, was $45.9 million compared to the $55.0 for the year
ended December 31, 1999. The 17% decline was principally
attributable to decreased utilization of the Company's
pipelay/derrick barges, in the West Africa, Latin America, Asia
Pacific and Gulf of Mexico Offshore Construction divisions, which
are depreciated on a units-of-production basis. This decrease was
partially offset by increased depreciation expense associated
with the Company's Carlyss facility, which was operational for a
full year in fiscal 2000.
Interest Expense. Interest expense was $22.8 million, net of
capitalized interest, for the year ended December 31, 2000,
compared to $14.5 million for the year ended December 31, 1999
primarily due to higher average outstanding debt levels, higher
effective interest rates, and less capitalized interest.
Net Income (Loss). For the year ended December 31, 2000, the
Company recorded a net loss of $16.7 million as compared to a net
loss of $1.1 million for the year ended December 31, 1999.
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 Company's effective tax rate for
the twelve months ended December 31, 2000 was 15%, compared to 87%
for the twelve months ended December 31, 1999. The decrease in the
effective tax rate relates primarily to changes in taxable income
in differing taxable jurisdictions and a tax benefit in 1999 on
the capital loss related to the sale of Global's interest in CCC.
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 - Revenues declined 7% to
$113.2 million (including $2.0 million intersegment revenues) for
the year ended December 31, 2000 from $121.1 million (including
$3.7 million intersegment revenues) for the year ended December 31,
1999. Income before taxes decreased to a loss of $2.7 million for
the year ended December 31, 2000 compared to income before income
taxes of $3.9 million for the comparable period last year. The
decreases in revenues and earnings were due primarily to decreased
demand for offshore construction services in the Gulf of Mexico and
resulting pricing pressures.
Gulf of Mexico Diving - Revenues from diving-related services in
the Gulf of Mexico increased due to increased demand from
external customers and more contract specific work in the Gulf of
Mexico Offshore Construction Segment. Gross revenues increased
29% to $37.8 million (including $17.9 million intersegment
revenues) for the year ended December 31, 2000 compared to $29.3
million (including $10.2 million intersegment revenues) for the
year ended December 31, 1999. The increased activity levels and
slight rate increases caused income before taxes to increase to
$2.1 million during the year ended December 31, 2000 compared to
a loss of $0.9 million for the year ended December 31, 1999.
Gulf of Mexico Marine Support - Due to increased activity and
pricing, revenues for this segment increased 41% to $29.9 million
(including $4.6 million intersegment revenues) for the year ended
December 31, 2000, from $21.2 million (including $4.1 million
intersegment revenues) for the year ended December 31, 1999. As a
result of the overall increase in activity levels and improved
pricing, income before taxes also increased to $4.7 million during
the year ended December 31, 2000 compared to a loss of $1.3
million for the year ended December 31, 1999.
West Africa - Due to decreased activity levels, revenues
decreased 59% to $33.3 million, for the year ended December 31,
2000 from $81.1 million for the year ended December 31, 1999. The
decline in revenues is due primarily to the completion of two large
contracts in 1999, one of which had a large level of subcontracted
fabrication and procurement content. As a result activity level
decline, earnings before taxes decreased to a loss of $5.1 million
for the year ended December 31, 2000 compared to $8.2 million for
the twelve months ended December 31, 1999.
Latin America - Decreased activity levels resulted in a 33%
decrease in revenues to $60.8 million for the year ended December
31, 2000 from $91.3 million for the year ended December 31, 1999.
Earnings before taxes were also affected by the activity level
decline as earnings decreased to a nominal profit from $5.5
million for the year ended December 31, 1999, net of $10.7
million of equity in CCC losses.
Asia Pacific - Revenues decreased 39% to $34.3 million for the year
ended December 31, 2000 compared to $56.1 million for year ended
December 31, 1999. This reduction was due primarily to reduced
activity and the completion of one large pipelay contract in the
year ended December 31, 1999. Loss before taxes increased to a
$14.3 million loss as compared to a loss of $10.5 million for the
year ended December 31, 2000 and December 31, 1999, respectively.
The decline in profits was attributable to the ending of the
aforementioned project, reduced demand, increased pricing
pressures, costs associated with the establishment of the Bangkok
regional office, costs associated with the Oceaneering
transaction, and certain market entry pricing.
Middle East - Revenue increased to $12.8 million for the year
ended December 31, 2000 compared to $4.0 million for the year
ended December 31, 1999. Loss before taxes decreased to a loss
of $3.5 million during the year ended December 31, 2000 compared
to a loss of $6.8 million for the year ended December 31, 1999.
The increase in revenues and earnings is primarily attributable
to increased activity levels.
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
31% to $121.1 million (including $3.7 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 $3.9 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 52% to $21.2 million (including $4.1 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 $1.4 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 - 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.
Latin America - 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.
Asia Pacific - 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.
Middle East - 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
24% to $140.5 million (including $5.9 million intersegment
revenues) for the nine months ended December 31, 1998 compared to
$186.0 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 $28.4 million during
the nine months ended December 31, 1998 compared to $42.9 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 27% to $25.4 million (including $4.1 million
intersegment revenues) for the nine months ended December 31, 1998,
compared to $34.7 million (including $5.4 million intersegment
revenues) for the same period ended December 31, 1997. Income
before taxes also declined to $8.0 million during the nine months
ended December 31, 1998 compared to $16.5 million for the nine
months ended December 31, 1997.
West Africa - 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.
Latin America - 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.
Asia Pacific - 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.
Middle East - 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
were $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 cash balance decreased by $8.6 million to $25.5
million at December 31, 2000 from $34.1 million at December 31,
1999. During the year ended December 31, 2000, the Company's
operations generated cash flow of $26.9 million. Cash from
operations and the reduction in the Company's cash balance funded
investing activities of $23.4 million and financing activities of
$12.1 million. Investing activities consisted principally of
capital expenditures and dry-docking costs. Funds used by
financing activities principally represent repayment of balances
under the Company's credit agreement with a syndicate of commercial
banks. Working capital decreased $20.6 million during the year
ended December 31, 2000 from $58.6 million at December 31, 1999 to
$38.0 million at December 31, 2000. The decrease in working
capital is due to decreases in cash and escrow funds and increases
in current maturities of long-term debt, accrued interest, and other
accrued liabilities.
Capital expenditures during the year ended December 31, 2000
aggregated $20.6 million for the conversion and upgrade of the
Hercules, the upgrade of the Pioneer, the purchase of a new 190-
foot class liftboat and additional support structures related to
the Carlyss, Louisiana deepwater support facility and pipebase.
The Company estimates that the cost to complete capital
expenditure projects in progress at December 31, 2000, will be
approximately $2.0 million all of which is expected to be incurred
during the year ending December 31, 2001.
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 2000 and 1999 no
shares were purchased. Under the Company's credit facility,
discussed below, stock purchases are prohibited.
Long-term debt outstanding at December 31, 2000, (including
current maturities), includes $131.5 million of Title XI bonds
(including those from February 2000 described below), $28.0
million of Lake Charles Harbor and Terminal District bonds, $7.9
million of Heller Financial debt, and $68.0 million drawn against
the Company's term facility.
The Company maintains a $300.0 million credit facility,
which consists of a $175.0 million term loan facility and a
$125.0 million revolving loan facility. Both the term and
revolving loan facility mature on December 30, 2004. The term
and revolving loan agreement permit both prime rate bank
borrowings and London Interbank Offered Rate ("Libor")
borrowings plus a floating spread. The spread for both prime
rate and Libor borrowings will float up or down based on the
Company's performance as determined by a leverage ratio. The
spreads can range from 0.5% to 1.75% and 1.75% to 3.00% for prime
rate and Libor based borrowings, respectively. In addition, the
facility allows for certain fixed rate interest options on
amounts outstanding. Both the term and revolving loan facility
mature on December 30, 2004 and are subject to certain financial
covenants. Stock of the Company's subsidiaries, certain real
estate, and the majority of the Company's vessels collateralize
the loans under the credit facility. In September 2000, the
Company amended its credit facility to mitigate certain financial
covenants for the quarter ended September 30, 2000 and the next
three quarters. At December 31, 2000, the Company was in
compliance with the amended credit facility, however, two
financial covenants are near their limits and the Company's
current expectations of its operations may result in one or more
of such covenants not being met at the end of the second quarter.
If such covenants cannot be met, the Company expects to seek
waivers from its lenders. As of March 14, 2001, the Company had
$70.4 million of credit capacity under it 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, 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 were
released in the fourth quarter of 2000 and used to paydown debt.
These bonds mature in 2025 and require semi-annual payments of $2.0
million, plus interest.
The Company's other Title XI bonds mature in 2003, 2005, 2020,
and 2022. The bonds carry interest rates of 9.15%, 8.75%, 8.30%
and 7.25% per annum, respectively, and require aggregate semi-
annual payments of $0.9 million, plus interest. The agreements
pursuant to which the Title XI bonds were issued contain certain
covenants, including the maintenance of minimum working capital and
net worth requirements. If not met, additional covenants result
that restrict the operations of the Company and its ability to pay
cash dividends. The Company is currently in compliance with these
covenants.
The Company also has short-term credit facilities at its
foreign locations that aggregate $4.5 million and are secured by
parent company guarantees. 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, 2000 was
$30.5 million.
The Company expects funds available under the credit
facilities, 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.
Industry Outlook
The Company is optimistic about the future as the number of
working offshore rigs has been increasing and commodity prices have
been strong. Capital expenditures for offshore development of new
and existing fields are expected to increase. Prospects for the
offshore construction industry are increasing due to projected
demand for oil and gas, coupled with the depletion of existing
petroleum reserves. Based on the increase in bidding activity that
the Company is currently experiencing, the Company is expecting an
increase in worldwide offshore construction activity levels in the
second half of 2001. In addition, as the Company has historically
done, it will continue to evaluate the merits and 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
was subsequently amended by SFAS 137 in June 1999 and SFAS 138 in
September 2000. SFAS 133, as amended, establishes accounting and
reporting standards for derivative instruments and hedging
activities and requires, among other things, that an entity
recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value. The
Company will adopt the accounting standard effective for its
fiscal year beginning January 1, 2001, as required. Management
does not expect the adoption of SFAS 133 to have a significant
impact on the financial position, results of operations, or cash
flows of the Company.
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 2000, the Company entered
into interest rate swap arrangements, which effectively modified the
interest characteristics of $65.0 million of its outstanding long-term
debt. The agreements involve the exchange of a variable interest rate
of LIBOR plus 3.00% for amounts based on fixed interest rates of
between 7.32% to 7.38% plus 3.00%. These swaps have maturities
between twelve to thirty-six months. These transactions were
entered into in the normal course of business primarily to hedge
rising interest rates. The estimated fair market value of the
interest rate swap based on quoted market prices was ($1.0) million
as of December 31, 2000. A hypothetical 100 basis point decrease
in the average interest rates applicable to such debt would result
in a change of approximately $(0.6) million in the fair value of
this instrument.
Interest on approximately $103.9 million, or 44% of the
Company's long-term debt with a weighted average interest rate of
9.0% at December 31, 2000, 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 $1.04
million per year if the Company were to maintain the same debt
level and structure.
Also, the Company has approximately $132.7 million fixed
interest rate long-term debt outstanding with a weighted-average
interest rate of approximately 7.7% and a market value of
approximately $148.1 million on December 31, 2000. A general
increase of 1.0% in overall market interest rates would result in a
decline in market value of the debt to approximately $135.8
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, 2000
and 1999, and the related consolidated statements of operations,
shareholders' equity, cash flows, and comprehensive income (loss)
for the years ended December 31, 2000 and December 31, 1999, and the
nine months ended December 31, 1998. Our audits also included the
financial statement schedule listed in the Index at Item 14. These
financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and financial
statement schedule based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. 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, 2000 and 1999,
and the results of their operations and their cash flows for the
years ended December 31, 2000 and December 31, 1999, and the nine
months ended December 31, 1998, in conformity with accounting
principles generally accepted in the United States of America.
Also, in our opinion, such financial statement schedule, 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.
As discussed in Note 1, to the financial statements, in 2000 the
Company changed its method of computing depreciation on its
construction barges.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 15, 2001
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
December 31, December 31,
------------ ------------
2000 1999
------------ ------------
ASSETS
Current Assets:
Cash $ 25,462 $ 34,087
Escrowed funds (Note 1) 846 5,796
Receivables - net allowance of
$9.5 million for 2000and
$8.2 million for 1999 97,858 92,835
Other receivables (Note 12) 3,989 8,600
Prepaid expenses and other 12,792 8,162
Assets held for sale 2,795 --
------------ ------------
Total current assets 143,742 149,480
------------ ------------
Escrowed Funds (Note 1) 38 922
------------ ------------
Property and Equipment, net
(Notes 2, 3 and 6) 525,001 539,178
------------ ------------
Other Assets:
Deferred charges, net (Note 1) 19,304 20,979
Goodwill, net (Note 1) 41,104 43,997
Other 998 1,379
Total other assets 61,406 66,355
------------ ------------
Total $ 730,187 $ 755,935
============ ============
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current Liabilities:
Current maturities of long-term
debt (Note 3) $ 26,674 $ 20,165
Accounts payable 46,439 45,745
Employee-related liabilities
(Note 5) 7,246 7,244
Income tax payable (Note 4) 3,748 5,352
Accrued interest 5,451 1,497
Other accrued liabilities 16,235 10,916
------------ ------------
Total current liabilities 105,793 90,919
------------ ------------
Long-Term Debt (Note 3) 209,953 232,242
------------ ------------
Deferred Income Taxes (Note 4) 27,417 34,596
------------ ------------
Shareholders' Equity (Note 7):
Common stock, issued, 93,698,757
and 92,670,940 Shares, 937 926
respectively
Additional paid-in capital 221,634 216,109
Treasury stock at cost
(1,429,500 shares) (15,012) (15,012)
Accumulated other comprehensive
income (loss) (8,970) (8,970)
Retained earnings 188,435 205,125
------------ ------------
Total shareholders' equity 387,024 398,178
------------ ------------
Total $ 730,187 $ 755,935
============ ============
See notes to consolidated financial statements.
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, except Per Share Data)
Nine
Year Year Months
Ended Ended Ended
December 31, December 31, December 31,
------------- ------------- -------------
2000 1999 1998
------------- ------------- -------------
Revenues (Note 9) $ 298,745 $ 387,452 $ 342,201
Cost of Revenues 263,362 341,852 246,228
------------- ------------- -------------
Gross Profit 35,383 45,600 95,973
Goodwill Amortization 2,986 1,316 --
Equity in Net Loss of
Unconsolidated Affiliate
(Note 12) -- (10,658) (6,890)
Selling, General and
Administrative Expenses 31,231 27,710 21,720
------------- ------------- -------------
Operating Income 1,166 5,916 67,363
------------- ------------- -------------
Other Income (Expense):
Interest expense (22,762) (14,500) (6,744)
Other 2,882 (104) (665)
------------- ------------- -------------
(19,880) (14,604) (7,409)
------------- ------------- -------------
Income (Loss) before Income
Taxes (18,714) (8,688) 59,954
Provision (Benefit) for
Income Taxes (Note 4) (2,807) (7,557) 20,983
------------- ------------- -------------
Income (Loss) before
Cumulative Effect of Change
in Accounting Principle (15,907) (1,131) 38,971
Cumulative Effect of Change
in Accounting Principle
(net of $0.4 million
of tax) (Note 1) 783 -- --
------------- ------------- -------------
Net Income (Loss) $ (16,690) $ (1,131) $ 38,971
============= ============= =============
Income (Loss) before
Cumulative Effect Per Share
Basic $ (0.17) $ (0.01) $ 0.43
Diluted $ (0.17) $ (0.01) $ 0.42
Net Income (Loss) Per Share:
Basic $ (0.18) $ (0.01) $ 0.43
Diluted $ (0.18) $ (0.01) $ 0.42
Pro forma amounts assuming
retroactive application of
change in accounting
principle
Net income (loss) $ (15,907) $ (1,744) $ 38,805
Basic $ (0.17) $ (0.02) $ 0.43
Diluted $ (0.17) $ (0.02) $ 0.42
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 Comprehensive Retained
------------------------
Shares Amount Capital Stock Income(Loss) Earnings Total
------------ ----------- ----------- ---------- ------------- ----------- -----------
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 Dec. 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 Dec. 31, 1999 92,670,940 926 216,109 (15,012) (8,970) 205,125 398,178
Net loss -- -- -- -- -- (16,690) (16,690)
Amortization of unearned
stock compensation -- -- 1,173 -- -- -- 1,173
Restricted stock issues, net 321,136 3 -- -- -- -- 3
Exercise of stock options 551,830 6 2,193 -- -- -- 2,199
Tax effect of exercise of
stock options -- -- 1,314 -- -- -- 1,314
Common stock issued 154,851 2 845 -- -- -- 847
------------ ------------- ------------ ----------- ------------- ----------- -----------
Balance at Dec. 31, 2000 93,698,757 $ 937 $ 221,634 $ (15,012) $ (8,970) $ 188,435 $ 387,024
See notes to consolidated financial statements.
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Nine
Year Year Months
Ended Ended Ended
December 31, December 31, December 31,
------------- ------------- -------------
2000 1999 1998
------------- ------------- -------------
Cash Flows From Operating
Activities:
Net income (loss) $ (16,690) $ (1,131) $ 38,971
Adjustments to reconcile net
income(loss) to net cash
provided by operating
activities
Depreciation and amortization 45,918 55,006 35,602
(Gain) loss on sale, disposal
or impairment of property
and equipment (429) 54 926
Deferred income taxes (6,757) (14,888) 13,044
Cumulative effect of change
in accounting principle 783 -- --
Equity in net loss of
unconsolidated affiliate -- 10,658 6,890
Other (155) 282 (355)
Changes in operating assets
and liabilities (net of
acquisitions):
Receivables (5,380) 21,309 (10,836)
Receivables from
unconsolidated affiliate 4,611 (7,151) (7,840)
Prepaid expenses and other (5,090) 3,098 (2,839)
Account payable, employee-
related liabilities,and other
accrued liabilities 10,097 (18,935) 1,341
------------- ------------- -------------
Net cash provided by
operating activities 26,908 48,302 74,904
------------- ------------- -------------
Cash Flows From Investing
Activities:
Proceeds from sale of assets 2,993 171 317
Decrease in escrowed funds, net 5,834 4,872 17,795
(Net advances to) repayment of
advances to unconsolidated
affiliate -- (12,616) 6,835
Additions to property and equipment (20,545) (29,252) (132,881)
Additions to deferred charges (11,580) (14,248) (11,998)
Other (105) 399 540
------------- ------------- -------------
Net cash used in investing
activities (23,403) (50,674) (119,392)
------------- ------------- -------------
Cash Flows from Financing
Activities:
Repayment of long-term debt (180,097) (192,104) (23,196)
Proceeds from long-term debt 163,203 201,687 87,000
Proceeds from sale of common
stock,net 4,764 1,604 2,691
Purchase of treasury stock -- -- (15,012)
------------- ------------- -------------
Net cash provided (used) by
financing activities (12,130) 11,187 51,483
------------- ------------- -------------
Effect of Exchange Rate Change
on Cash -- (96) (320)
Cash:
Increase (decrease) (8,625) 8,719 6,675
Beginning of period 34,087 25,368 18,693
------------- ------------- -------------
End of period $ 25,462 $ 34,087 $ 25,368
============= ============= =============
See notes to consolidated financial statements
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In Thousands)
Nine
Year Year Months
Ended Ended Ended
December 31, December 31, March 31,
------------- ------------- -------------
2000 1999 1998
------------- ------------- -------------
Net income (loss) $ (16,690) $ (1,131) $ 38,971
Other comprehensive income
(loss):
Foreign currency translation
adjustments -- (815) 23
------------- ------------- -------------
Comprehensive income (loss) $ (16,690) $ (1,946) $ 38,994
============= ============= =============
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 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(Unaudited) 1998 1997(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 $0.9 million and $6.7
million at December 31, 2000 and December 31, 1999, 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. 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, 2000 and 1999, the
Company estimated $0.1 million and $5.8 million, respectively, were
currently reimbursable from the escrowed funds for amounts expended
on the related construction projects and capital construction fund.
In fiscal 2000, 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.
Assets Held for Sale - The Company classifies certain of its
fixed assets as Assets Held for Sale. These assets, which are
expected to be sold within twelve months, have been taken out of
service and are no longer being depreciated.
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
Depreciation and amortization expense of property and
equipment approximated $29.4 million, $39.4 million, and $29.2
million for the years ended December 31, 2000 and December 31, 1999,
and the nine months ended December 31, 1998, respectively.
Effective January 1, 2000, the Company also changed the
vessel life of its construction vessel Hercules. The Company
increased the total estimated operating days to better reflect
the estimated period during which the asset will remain in
service. For the year ended December 31, 2000, the change had
the effect of reducing depreciation expense by $0.8 million and
reducing the net loss by $0.7 million or $0.01 per share.
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 years ended
December 31, 2000 and December 31, 1999, and the nine months ended
December 31, 1998, interest costs of $1.4 million, $3.1 million,
and $2.6 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 $13.6 million, $14.0
million, and $5.8 million for the years ended December 31, 2000 and
December 31, 1999, and the nine months ended December 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, 2000 and December 31, 1999 was $3.0 million and $1.3
million, respectively while amounts charged to operations for the
nine months ended December 31, 1998 were not material. Accumulated
amortization at December 31, 2000 and 1999 was $4.6 million and
$1.6 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, 2000 and
December 31, 1999.
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 vessel
costs, 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.
Cumulative Effect of Change in Accounting Principle -
Effective January 1, 2000, the Company changed its depreciation
methods on its construction barges from both straight line and
units-of-production methods, to solely the units-of-production
method, modified to reflect minimum levels of depreciation in
years with nominal use. Specifically this modified units-of-
production method uses units-of-production depreciation
methodology coupled with a minimum 40% cumulative straight-line
depreciation floor and an annual 20% straight-line floor. This
change increased the net loss by $0.1 million or less than $0.01
per share for the year ended December 31, 2000. The cumulative
effect of the change was an increase in the net loss of $0.8
million or $0.01 per share for the year ended December 31, 2000.
This change was made to better relate the cost of the assets
to the revenues associated with their usage through actual
employment over their economic life. Thus, a better matching of
revenues and expenses is attained.
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, 2000 and 1999 based upon
available market information, approximated $252.0 million and
$232.2 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 accounting principles generally accepted in the
United States of America 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 reclassifications have been made
to the prior period financial statements in order to conform with
the classifications adopted for reporting in fiscal year 2000.
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 remeasurement 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"
("SFAS133"). SFAS 133 was subsequently amended by SFAS 137 in
June 1999 and SFAS 138 in September 2000. SFAS 133, as amended,
establishes accounting and reporting standards for derivative
instruments and hedging activities and requires, among other
things, that an entity recognize all derivatives as either assets
or liabilities in the balance sheet and measure those instruments
at fair value. The Company will adopt the accounting standard
effective for its fiscal year beginning January 1, 2001, as
required. Management does not expect the adoption of SFAS 133 to
have a significant impact on the financial position, results of
operations, or cash flows of the Company.
2. Property and Equipment
Property and equipment at December 31, 2000 and 1999 is summarized
as follows:
December 31, December 31,
------------- -------------
2000 1999
------------- -------------
(in thousands)
Marine barges, vessels, and related
equipment $ 520,158 $ 521,247
Machinery and equipment 58,574 50,943
Transportation equipment 4,241 3,910
Furniture and fixtures 8,526 7,413
Buildings and leasehold improvements 60,987 58,415
Land 7,531 11,151
Construction in progress 37,294 30,305
------------- -------------
697,311 683,384
Less accumulated depreciation and
amortization (172,310) (144,206)
------------- -------------
Property and equipment - net $ 525,001 $ 539,178
============= =============
3. Financing Arrangements
Long-term debt at December 31, 2000 and 1999 consisted of the
following:
December 31, December 31,
------------- -------------
2000 1999
------------- -------------
(in thousands)
United States Government Guaranteed
Ship Financing Bonds, 2000 Series
dated February 15, 2000, payable in
semi-annual principal installments of
$1,980,000 with a final installment of
$1,980,000 plus interest at 7.71%,
maturing February 15, 2025,
collateralized by the Hercules vessel
and related equipment with a net book
value of $108.5 million at December
31, 2000 $ 97,020 $ --
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
$36.2 million at December 31, 2000 16,254 17,508
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 $21.7 million at December 31,
2000 17,479 18,700
Heller Financial Inc. term loan,
payable in monthly principal
installments of $291,667 plus interest
at variable rates (at December 31,
2000 the interest rate was 9.25%),
maturing April 1, 2003, collateralized
by four vessels, with a net book value
of $10.8 million at December 31, 2000
7,875 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 -- --
Term loan with a syndicate of
commercial banks 68,040 175,000
Other obligations 1,959 1,532
------------- -------------
Total long-term debt 236,627 252,407
Less current maturities 26,674 20,165
------------- -------------
Long-term debt, less current $ 209,953 $ 232,242
maturities ============= =============
Annual maturities of long-term debt for each of the five
fiscal years following December 31, 2000 and in total thereafter
follow (in thousands).
2001 $ 26,674
2002 26,706
2003 24,116
2004 22,723
2005 5,647
Thereafter 130,761
------------
Total $ 236,627
============
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, 2000 and 1999 was 5.0% and 5.5%, 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. 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 1.75% and 1.75% to 3.00% for prime
rate and Libor based borrowings, respectively. In addition, the
facility allows for certain fixed rate interest options on
amounts outstanding. Both the term and revolving loan facility
mature on December 30, 2004 and are subject to certain financial
covenants. In September 2000, the Company amended its credit
facility to mitigate certain financial convenants for the quarter
ended September 30, 2000 and the next three quarters. In
addition, this amendment altered the Company's interest rate
spreads. At December 31, 2000 the Company was in compliance with
the amended credit facility, however, two financial covenants are
near their limits and the Company's current expectations of its
operations may result in one or more of such covenants not being
met at the end of the second quarter. If such covenants cannot
be met, the Company expects to seek waivers from its lenders.
In February 2000, the Company completed Title XI mortgage
financing for $99.0 million, at 7.71% per annum, related to the
conversion of the Hercules. These bonds financed both Phase I and
Phase II of the Hercules conversion. Phase I proceeds, net of
fees, amounts to $65.2 million and were used to pay down term debt
under the Company's credit facility. Phase II proceeds, $29.1
million, resided in escrow at September 30, 2000 and were released
in the fourth quarter of 2000 and used to paydown debt. These
bonds mature in 2025 and require semi-annual payments of $2.0
million, plus interest.
The Company is a party to interest rate swap agreements, which
effectively modify the interest characteristics of $65.0 million of
its outstanding long-term debt. The agreements involve the
exchange of a variable interest rate of LIBOR plus 3.00% for
amounts based on fixed interest rates of between 7.32% to 7.38%
plus 3.00%. These swaps have maturities between twelve to thirty-
six months.
The Company has short-term credit facilities available at its
foreign locations that aggregate $4.5 million and are secured by
parent company guarantees.
4. Income Taxes
The Company has provided for income tax expense (benefit) as follows:
Nine
Year Year Months
Ended Ended Ended
December 31, December 31, December 31,
------------- ------------- -------------
2000 1999 1998
------------- ------------- -------------
(in thousands)
U.S. Federal and State:
Current $ -- $ 1,365 $ 4,726
Deferred (1,513) (15,353) 13,031
Foreign:
Current 2,366 5,984 3,226
Deferred (3,660) 447 --
------------- ------------- -------------
Total $ (2,807) $ (7,557) $ 20,983
============= ============= ============
State income taxes included above are not significant for any of the
periods presented.
Income (loss) before income taxes consisted of the following:
Nine
Year Year Months
Ended Ended Ended
December 31, December 31, December 31,
------------- ------------- -------------
2000 1999 1998
------------- ------------- -------------
(in thousands)
United States $ (4,430) $ (27,375) $ 46,151
Foreign (14,284) 18,687 13,803
------------- ------------- -------------
Total $ (18,714) $ (8,688) $ 59,954
============= ============ =============
The provision (benefit) for income taxes varies from the
Federal statutory income tax rate due to the following:
Nine
Year Year Months
Ended Ended Ended
December 31, December 31, December 31,
------------- ------------- -------------
2000 1999 1998
------------- ------------- -------------
(in thousands)
Taxes at Federal statutory rate $ (6,550) $ (3,041) $ 20,984
of 35%
Tax benefit of disposition of -- (2,991) --
CCC, net
Adjustments related to resolution
of prior year tax issues -- (1,500) --
Foreign income taxes at
different rates 3,705 (109) (1,605)
Other 38 84 1,604
------------- ------------- -------------
Total $ (2,807) $ (7,557) $ 20,983
============= ============= =============
At December 31, 2000, the Company has an available, net
operating loss ("NOL") carryforward for regular federal income
tax purposes of approximately $78.8 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, 2000 and 1999 are as follows:
December 31, December 31,
------------- -------------
2000 1999
------------- -------------
(in thousands)
Deferred Tax Liabilities:
Excess book over tax basis of
property and equipment $ 66,326 $ 56,128
Deferred charges 1,928 2,747
Other -- 1,295
Deferred Tax Assets:
Reserves not currently deductible (370) (1,212)
Net operating loss carryforward (33,250) (17,256)
Capital loss carryforward (7,106) (7,106)
Other (111) --
------------- -------------
Net deferred tax liability $ 27,417 $ 34,596
============= =============
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,
2000, the cumulative amount of such undistributed earnings
approximated $48.2 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 years ended December 31, 2000 and
December 31, 1999, or the nine months ended December 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 years ended December 31, 2000 and
December 31, 1999, and the nine months ended December 31, 1998
was $0.1 million, $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 years ended December 31, 2000 and
December 31, 1999, and the nine months ended December 31, 1998,
the Company recorded no incentive compensation expense.
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 years ended December 31, 2000 and December 31,
1999, and the nine months ended December 31, 1998, was $2.2
million, $1.9 million and $1.2 million, respectively, (of which
$47,000, $47,000,and $35,250 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, 2000 and in total thereafter
follow (in thousands):
2001 $ 1,965
2002 1,167
2003 1,127
2004 498
2005 468
Thereafter 386
----------
Total $ 5,611
==========
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, Global filed
suit against Groupe GTM in Tribunal de Commerce de Paris to
recover damages. On June 21, 2000, Groupe GTM filed an answer
and counterclaim against Global seeking the liquidated damages of
$25.0 million and other damages, costs and expenses of
approximately $1.5 million. The Company believes that the
outcome of these matters will not have a material adverse effect
on its business or financial statements.
Construction and Purchases in Progress - The Company
estimates that the cost to complete capital expenditure projects
in progress at December 31, 2000 approximated $2.0 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, 2000 was
$30.5 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, 2000 approximated
$39.9 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, 2000, the Company had
purchased 1,429,500 shares since the authorization at a total cost
of $15.0 million. No shares were purchased in 2000 or 1999. Under
the Company's current 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 $1.2 million, $0.3 million and $0.6 million for the
years ended December 31, 2000 and December 31, 1999, and the nine
months ended December 31, 1998, respectively. The balance of
Unearned Stock Compensation to be amortized in future periods was
$4.9 million and $2.4 million at December 31, 2000 and 1999,
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
133,076 were available for grant at December 31, 2000. Shares
granted under the plan vest 33 1/3% on the third, fourth, and
fifth anniversary date of grant. During the years ended December
31, 2000 and December 31, 1999, and the nine months ended
December 31, 1998, no awards were made under the plan. During
the year ended December 31, 2000, restrictions on 28,003 shares
expired. On December 31, 2000, restrictions remained on 17,329
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, 2000, the number of shares reserved for
issuance under the 1992 Stock Option Plan and the 1995 Employee
Stock Purchase Plan was 9,600,000 shares of which 7,200,000 was
reserved under the 1992 Stock Option Plan of which 624,294 were
available for grant under the 1992 Stock Option Plan.
The Company does not expect to issue any additional awards
under its 1992 Restricted Stock Plan and its 1992 Stock Option
Plan except in circumstances stated below.
The Company's 1998 Equity Incentive Plan permits the
granting of both stock options and restricted stock 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.
During fiscal year 2000, as an interim measure pending year-end
review, the Board authorized an additional 500,000 shares be
reserved for the 1998 Equity Incentive Plan, subject to
Shareholder approval at the 2001 annual shareholders' meeting. As
of December 31, 2000, including the interim increase of 500,000
shares, 3,700,000 shares of common stock have been reserved for
issuance under the plan, of which 437,570 were available for
grant. In February 2001, the Board reserved an additional
3,800,000 shares to be submitted for shareholder approval at the
2001 annual shareholders' meeting. If shareholder approval of the
increase in shares available for the 1998 plan is
obtained, the Company intends to terminate the 1992 Stock Option
Plan with respect to any options that have not previously been
granted. If shareholder approval is not obtained, the Company
intends to issue options under the 1992 Stock Option Plan.
Restricted shares granted under the plan vest 33 1/3% on the
third, fourth and fifth anniversary date of the grant. During
the years ended December 31, 2000 and December 31, 1999, and the
nine months ended December 31, 1998, the Company issued 367,500
restricted stock awards with a weighted average value at the time
of issue of $11.3294 per share, 109,500 restricted stock awards
with a weighted average value at the time of issue of $9.936 per
share, and 77,000 restricted stock awards with a weighted average
value at the time of issue of $17.341 per share, respectively.
As of December 31, 2000, restrictions remained on 521,500 shares
and 32,500 shares have been surrendered.
The following table shows the changes in options outstanding
under all plans for the years ended December 31, 2000 and
December 31, 1999, and the nine months ended December 31, 1998:
At 85% of Market At or Above Market
---------------------- -----------------------
Weighted Weighted
Shares Avg. Price Shares Avg. Price
---------- ---------- ----------- ----------
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
Granted 7,000 9.188 2,574,500 10.961
Surrendered (50,750) 8.031 (634,580) 11.283
Exercised (188,770) 2.552 (360,060) 4.848
----------- --------- ---------- ----------
Outstanding on
December 31, 2000 657,240 $ 4.282 5,697,205 $ 10.200
=========== ========= ========== ==========
Exercisable at December
31, 2000 498,440 $ 3.455 2,113,705 $ 8.403
=========== ========= ========== ==========
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 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.
The following table summarizes information about stock options outstanding
at December 31, 2000:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- ----------------------------------------------------------------------- ----------------------------
Weighted Average Weighted Weighted
Remaining Average Average
Range of Number Contractual Exercise Number Exercise
Exercise Prices Outstanding Life (Years) Price Exercisable Price
- ----------------- ------------- ------------------ ----------- -------------- -----------
$ 1.541- 2.234 98,430 2.51 $ 1.626 398,430 $ 1.626
2.325- 3.281 1,001,440 4.27 2.744 1,001,440 2.744
3.781- 5.594 238,825 7.35 5.099 105,425 4.876
5.938- 8.563 1,084,190 7.60 7.690 396,710 7.561
9.188-13.016 2,632,000 8.76 10.910 164,700 11.410
13.438-21.375 999,560 7.01 19.260 545,440 19.607
- ---------------- ------------- ------------------ ----------- -------------- -----------
$ 1.541-21.375 6,354,445 7.14 $ 9.588 2,612,145 $ 7.459
================ ============= ================== =========== ============== ===========
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,
2000, 2,706 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,
5,755 shares were issued under the plan. Non-employee director
stock compensation expense was $69,000 for the nine months ended
December 31, 1998.
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, 2000, 283 employees purchased 154,247 shares at a weighted
average cost of $7.1536 per share. For the year ended December
31, 1999, 276 employees purchased 154,299 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. At December 31, 2000,
1,482,957 shares were available for issuance under the plan.
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 years ended December
31, 2000 and December 31, 1999, and the nine months ended December
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 Year Ended Nine Months Ended
December 31, December 31, December 31,
2000 1999 1998
----------------------- ----------------------- -----------------------
Reported Proforma Reported Proforma Reported Proforma
---------- ---------- ---------- ---------- ---------- ----------
Net income (loss) $(16,690) $(21,555) $(1,131) $(4,670) $ 38,971 $ 36,341
========== ========== ========== ========== ========== ==========
Net income (loss) per share
Basic $ (0.18) $ (0.23) $ (0.01) $ (0.05) $ 0.43 $ 0.40
Diluted $ (0.18) $ (0.23) $ (0.01) $ (0.05) $ 0.42 $ 0.39
========== ========== ========== ========== ========== ==========
The weighted-average fair value of options that were granted
during the year ended December 31, 2000 was $7.83. 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 64.89%, (iii) risk-free interest rate of 5.13%, and
(iv) expected life of 7.00 years.
The weighted-average fair value of options 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 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.
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):
Net Income Weighted-Average Shares Income (Loss) Per Share
---------------------------- ------------- ----------
(Loss) Basic Incremental Diluted Basic Diluted
---------- ------- ----------- ------- ------------- ----------
Year ended December 31, 2000 $(16,690) 91,982 -- 91,982 $ (0.18) $ (0.18)
Year endedDecember 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
All options outstanding during the years ended December 31,
2000 and 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 at December 31, 1998, but were not included in the
computation of diluted EPS because theoptions' exercise prices
were greater than the average marketprice 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 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 other offshore
construction services did not meet the criteria of a reportable
segment.
Gulf of Mexico Offshore Construction is principally services
performed using the Company's construction barges in the Gulf of
Mexico, including pipelay and derrick services and the Company's
SWATH vessel, Pioneer. In order to provide consistency with
management reporting, the Pioneer has been reassigned to the Gulf
of Mexico Offshore Construction Segment for 2000. The Pioneer was
previously reported under the Gulf of Mexico Marine Support
Segment. Gulf of Mexico Diving is all diving services including
those performed using dive support vessels. Gulf of Mexico
Marine Support includes services performed using 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, and trenching
services. In 1999 and fiscal 1998, Latin America also included
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
years ended December 31, 2000 and December 31, 1999, and
the nine months ended December 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 Year Ended Ended
December 31, December 31, December 31,
------------ ------------ ------------
2000 1999 1998
------------ ------------ ------------
(in thousands)
Revenues from external
customers:
Gulf of Mexico Offshore
Construction $ 111,133 $ 117,378 $ 134,449
Gulf of Mexico Diving 19,859 19,141 29,032
Gulf of Mexico Marine
Support 25,322 17,114 21,275
Latin America 60,789 91,332 26,312
West Africa 33,394 81,137 68,860
Asia Pacific 34,265 56,098 38,015
Middle East 12,819 4,006 22,992
Intersegment revenues:
Gulf of Mexico Offshore
Construction $ 2,043 $ 3,695 $ 5,885
Gulf of Mexico Diving 17,923 10,186 13,049
Gulf of Mexico Marine
Support 4,620 4,126 5,626
Latin America -- -- --
West Africa -- -- --
Asia Pacific -- -- --
Middle East -- -- --
Interest expense:
Gulf of Mexico Offshore
Construction $ 5,498 $ 3,435 $ 1,982
Gulf of Mexico Diving 965 832 590
Gulf of Mexico Marine
Support 1,685 1,680 440
Latin America 5,474 3,812 368
West Africa 1,782 1,243 994
Asia Pacific 4,678 2,481 533
Middle East 1,188 417 373
Depreciation and
amortization:
Gulf of Mexico Offshore
Construction $ 10,409 $ 22,742 $ 12,221
Gulf of Mexico Diving 3,459 3,250 3,665
Gulf of Mexico Marine
Support 5,829 6,819 2,678
Latin America 8,837 6,595 4,539
West Africa 2,395 4,295 3,226
Asia Pacific 7,862 5,664 6,745
Middle East 3,116 3,157 1,456
Income (loss) before income
taxes:
Gulf of Mexico Offshore
Construction $ (2,693) $ 3,856 $ 28,375
Gulf of Mexico Diving 2,050 (891) 13,498
Gulf of Mexico Marine
Support 4,739 (1,383) 8,055
Latin America 39 5,472 107
West Africa (5,070) 8,224 11,923
Asia Pacific (14,287) (10,451) 3,427
Middle East (3,460) (6,816) (1,814)
Segment assets at period-
end:
Gulf of Mexico Offshore
Construction $ 269,907 $ 264,151 $ 287,034
Gulf of Mexico Diving 34,578 30,980 44,370
Gulf of Mexico Marine
Support 30,440 34,960 50,540
Latin America 140,184 135,446 34,461
West Africa 31,554 61,643 69,972
Asia Pacific 151,133 145,808 149,998
Middle East 33,658 34,275 40,782
Expenditures for long-lived
assets:
Gulf of Mexico Offshore
Construction $ 13,007 $ 7,076 $ 54,406
Gulf of Mexico Diving 317 963 272
Gulf of Mexico Marine
Support 5,205 1,220 2,295
Latin America 136 58,174 4
West Africa 230 386 1,491
Asia Pacific 331 9,305 67,704
Middle East 131 129 4,908
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 Ended
December 31, December 31, December 31,
------------ ------------ ------------
2000 1999 1998
------------ ------------ ------------
(in thousands)
Revenues
Total for reportable
segments $ 322,167 $ 404,213 $ 367,428
Total for other segments 1,164 1,757 1,576
Elimination of intersegment
revenues (24,586) (18,518) (26,803)
------------ ------------ ------------
Total consolidated revenues $ 298,745 $ 387,452 $ 342,201
============ ============ ============
Income (loss) before income
taxes
Total for reportable
segments $ (18,682) $ (1,989) $ 63,571
Total for other segments (32) 336 198
Unallocated corp.
(expenses)income -- (7,035) (3,815)
------------ ------------ ------------
Total consolidated income
(loss) before tax $ (18,714) $ (8,688) $ 59,954
=========== ============ ============
Segment assets at period-end
Total for reportable
segments $ 691,454 $ 707,263 $ 677,157
Total for other segments 2,648 4,052 4,371
Corporate assets 36,085 44,620 49,343
------------ ------------ ------------
Total consolidated assets $ 730,187 $ 755,935 $ 730,871
============ ============ ============
Other items:
Interest expense
Total for reportable
segments $ 21,270 $ 13,900 $ 5,280
Total for other segments 23 64 --
Unallocated corp. interest
expense 1,469 536 1,464
------------ ------------ ------------
Total consolidated
interest expense $ 22,762 $ 14,500 $ 6,744
============ ============ ============
Depreciation and amortization
Total for reportable
segments $ 41,907 $ 52,522 $ 34,530
Total for other segments 108 237 93
Unallocated corporate
depreciation 3,903 2,247 979
------------- ------------- -------------
Total consolidated
depreciation and
amortization $ 45,918 $ 55,006 $ 35,602
============= ============= =============
Expenditures for long-
lived assets
Total for reportable
segments $ 19,357 $ 77,253 $ 131,080
Total for other segments -- 1 7
Corporate expenditures 1,188 10,105 1,794
------------- ------------- -------------
Total consolidated
expenditures $ 20,545 $ 87,359 $ 132,881
============= ============= =============
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 Ended
December 31, December 31, December 31,
------------ ------------ ------------
2000 1999 1998
------------ ------------ ------------
(in thousands)
Revenues from external
customers
United States $ 157,478 $ 154,879 $ 186,022
Foreign areas 141,267 232,573 156,179
Long-lived assets at
period-end
United States $ 313,274 $ 315,884 $ 336,146
Foreign areas 211,727 223,294 199,240
9. Major Customers
Sales to various customers for the years ended December 31,
2000 and December 31, 1999, and the nine months ended December 31,
1998, that amount to 10% or more of the Company's revenues,
follows:
Nine Months
Year Ended Year Ended Ended
December 31, December 31, December 31,
--------------- --------------- ---------------
2000 1999 1998
--------------- --------------- ---------------
(in thousands)
Amt. % Amt. % Amt. %
-------- ----- -------- ----- -------- -----
Customer A $ -- -- $ -- -- $ 35,310 10%
Customer B 47,926 16% 70,264 18% 68,968 20%
Customer C -- -- 42,223 11% -- --
Customer D 42,580 14% -- -- -- --
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 and Customer D were
reported by the Company's Latin America segment
10. Supplemental Disclosures of Cash Flow Information
Supplemental cash flow information for the years ended
December 31, 2000 and December 31, 1999, and the nine months
ended December 31, 1998 are as follows:
Nine Months
Year Ended Year Ended Ended
December 31, December 31, December 31,
------------ ------------ -------------
2000 1999 1998
------------ ------------ -------------
(in thousands)
Cash paid for:
Interest, net of amount
capitalized $ 17,530 $ 16,223 $ 4,679
Income taxes 5,387 4,931 6,258
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 --
Cash paid for net assets -- -- --
Goodwill acquired -- 43,085 --
------------ ------------ -------------
Fair value of liabilities
assumed $ -- $ 70,331 $ --
============ ============ =============
Other Non-Cash Transactions:
During the years ended December 31, 2000 and December 31,
1999, and the nine months ended December 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 $1.3 million, $0.7 million, and $1.3 million, respectively.
11. Interim Financial Information (Unaudited)
The following is a summary of consolidated interim financial
information for the year ended December 31, 2000 and December 31,
1999:
Three Months Ended
-----------------------------------------------
March 31 June 30 Sept. 30 Dec. 31
--------- --------- --------- ---------
(in thousands, except per share amounts)
Year Ended December 31, 2000
Revenues $ 78,740 $ 68,022 $ 79,319 $ 72,664
Gross profit 5,146 6,459 13,911 9,867
Net income (loss) (6,801) (5,470) (708) (3,711)
Net income (loss) per share
Basic $ (0.07) $ (0.06) $ (0.01) $ (0.04)
Diluted $ (0.07) $ (0.06) $ (0.01) $ (0.04)
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) peer 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 1999 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.
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 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 (loss) 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 for the nine months through June 30, 1999, and the nine
months ended September 30, 1998 follows (in thousands):
September 30,
-------------
1998
-------------
Current Assets $ 110,352
Noncurrent asset, net 28,174
-------------
Total $ 138,526
=============
Current liabilities $ 127,512
Noncurrent liabilities 28,082
-------------
Total $ 155,594
=============
Nine Months Nine Months
Ended Ended
June 30, September 30,
------------- --------------
1999 1998
------------- --------------
Revenues $ 128,786 $ 177,799
Gross Profit 2,354 12,411
Net Income (loss) (21,751) (14,061)
During the year ended December 31, 1999, and the nine months
ended December 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, 2000 and December 31, 1999 are
amounts due from CCC totaling $4.0 million and $8.6 million,
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). No interest income related to advances to CCC
was recognized during the years ended December 31, 2000, and
December 31, 1999 and nine months ended December 31, 1998.
13. Oceaneering Transaction
On September 30, 2000, the Company completed a transaction to
exchange certain of its remotely operated vehicles (ROV) assets for
certain non-U.S. diving assets of Oceaneering International, Inc.
and share certain international facilities with Oceaneering in Asia
and Australia. Global conveyed to Oceaneering its ROVs and related
equipment in Asia and Australia and its ROV Triton XL-11 in the Gulf of
Mexico. In exchange, Oceaneering conveyed to Global the dive
support vessel Ocean Winsertor along with air and saturation diving
equipment in Asia, Australia, China, and the Middle East. The
assets received were accounted for based on the fair value of the
assets conveyed to Oceaneering. As the fair value of the assets
exchanged approximated their book value, no gain or loss was
recognized.
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 2001 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 2001 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 2001 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 2001 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, 2000 and 1999.
Consolidated Statements of Operations for the year ended
December 31, 2000, the year ended December 31, 1999 and
the nine months ended December 31, 1998.
Consolidated Statements of Shareholders' Equity for the
year ended December 31, 2000, the year ended December
31, 1999 and the nine months ended December 31, 1998.
Consolidated Statements of Cash Flows for the year ended
December 31, 2000, the year ended December 31, 1999 and
the nine months ended December 31, 1998.
Consolidated Statements of Comprehensive Income (Loss)
for the year ended December 31, 2000, the year ended
December 31, 1999 and the nine months ended December 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-1filed by Registrant
(Reg. No. 33-56600).
10.3 - 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).
10.4 - 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.
10.5 - 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).
10.6 - 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).
10.7 - 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).
10.8@ - 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).
10.9@ - 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).
10.10@ - 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.
10.11 - 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.
10.12@ - 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.
10.13 - 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.
10.14 - 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.
10.15@ - 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.
10.16 - 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.
10.17@ - 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.
10.18 - 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.
10.19 - 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.
10.20 - 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.
10.21 - 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.
10.22 - 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.
10.23@ - 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).
10.24 - 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.
10.25 - 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.
10.26 - 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. Incorporated by
reference to Exhibit 10.33 to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1999.
10.27 - Credit Agreement dated as of December 30, 1999
by, and among Bank One, National
Association, as agent for lenders
Global Industries, Ltd. and Global Offshore
Mexico, S. DE R.L. DE C.V. Incorporated by
reference to Exhibit 10.34 to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1999.
10.28 - 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. Incorporated by reference
to Exhibit 10.35 to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1999.
10.29 - Credit Agreement Amendment No. 2 dated
September 18, 2000 among Global Industries
Ltd., Global Offshore Mexico, S. DE R.L. DE
C.V., the Lenders and Bank One, NA, as
administrative agent for the Lenders.
Incorporated by reference to Exhibit 10.1 to
Registrant's Quarterly Report on
Form 10Q for the quarterly period ended
September 30, 2000.
10.30 - Asset Acquisition Agreement by and between
Global Industries, Ltd. and Oceaneering
International, Inc. dated as of September
30, 2000. Incorporated by
reference to Exhibit 10.2 to Registrant's
Quarterly Report on Form 10Q for the
quarterly period ended September 30, 2000.
*10.31@ - 2000 Amendment to Global Industries, Ltd. 1998
Equity Incentive Plan.
*21.1 - Subsidiaries of the Registrant.
*23.1 - Consent of Deloitte & Touche LLP.
*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 Years Ended December 31, 2000 and December 31, 1999,
and the Nine Months Ended December 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, 2000
Allowances for doubtful $ 8,156 $ 6,072 $ -- $ 4,747 $ 9,481
accounts
Year ended December 31,1999
Allowances for doubtful $ 1,274 $ 7,692 $ -- $ 810 $ 8,156
accounts
Nine months ended December 31, 1998
Allowances for doubtful
accounts *
* - Not material
SIGNATURES
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, there unto
duly authorized.
GLOBAL INDUSTRIES, LTD.
By: /s/ TIMOTHY W. MICIOTTO
----------------------------
Timothy W. Miciotto
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
March 12, 2001
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, March 12, 2001
Chief Executive Officer and
Director
/s/ TIMOTHY W. MICIOTTO
- ------------------------------
Timothy W. Miciotto Vice President, Chief March 12, 2001
Financial Officer (Principal
Financial and Accounting
Officer)
/s/ JAMES C. DAY
- ------------------------------
James C. Day Director March 12, 2001
/s/ EDWARD P. DJEREJIAN
- ------------------------------
Edward P. Djerejian Director March 12, 2001
/s/ EDGAR G. HOTARD
- ------------------------------
Edgar G. Hotard Director March 12, 2001
/s/ RICHARD A. PATTAROZZI
- ------------------------------
Richard A. Pattarozzi Director March 12, 2001
/s/ JAMES L. PAYNE
- ------------------------------
James L. Payne Director March 12, 2001
/s/ MICHAEL J. POLLOCK
- ------------------------------
Michael J. Pollock Director March 12, 2001