UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
Commission File Number: 2-56600
Global Industries, Ltd.
(Exact name of registrant as specified in its charter)
Louisiana 72-1212563
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 Global Drive
Carlyss, Louisiana 70665
(Address of principal executive offices) (Zip Code)
(337) 583-5000
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of the Registrant's Common Stock
outstanding as of November 11, 2002 was 100,302,440.
Global Industries, Ltd.
Index - Form 10-Q
Part I - Financial Information
Item 1. Financial Statements - Unaudited
Independent Accountants' Report 3
Consolidated Statements of Operations 4
Consolidated Balance Sheets 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 21
Item 4. Controls and Procedures 21
Part II - Other Information
Item 1. Legal Proceedings 22
Item 6. Exhibits and Reports on Form 8-K 23
Signature 24
Certifications 25
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
Global Industries, Ltd.
We have reviewed the condensed consolidated financial statements
of Global Industries, Ltd. and subsidiaries, as listed in the
accompanying index, as of September 30, 2002 and for the quarter
and nine month periods ended September 30, 2002 and 2001. These
financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and of making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which
is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such
an opinion.
Based on our review, we are not aware of any material
modifications that should be made to such condensed consolidated
financial statements for them to be in conformity with accounting
principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the
consolidated balance sheet of Global Industries, Ltd. and
subsidiaries as of December 31, 2001, and the related
consolidated statements of operations, shareholders' equity, cash
flows, and comprehensive income (loss) for the year then ended
(not presented herein); and in our report dated February 13,
2002, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet as of
December 31, 2001 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been
derived.
DELOITTE & TOUCHE LLP
October 31, 2002
New Orleans, Louisiana
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
Quarter Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
2002 2001 2002 2001
============ ============ ============ ============
Revenues $ 128,798 $ 115,859 $ 390,906 $ 296,148
Cost of Revenues 106,363 93,474 333,797 244,165
------------ ------------ ------------ ------------
Gross Profit 22,435 22,385 57,109 51,983
Goodwill Amortization -- 742 -- 2,229
Selling, General and
Administrative Expenses 10,055 8,479 28,440 26,669
------------ ------------ ------------ ------------
Operating Income 12,380 13,164 28,669 23,085
------------ ------------ ------------ ------------
Other Expense (Income):
Interest expense 3,470 5,174 11,404 16,126
Other 523 268 1,181 (352)
------------ ------------ ------------ ------------
3,993 5,442 12,585 15,774
------------ ------------ ------------ ------------
Income Before Income Taxes 8,387 7,722 16,084 7,311
Provision for Income Taxes 2,935 3,398 5,634 3,217
------------ ------------ ------------ ------------
Net Income $ 5,452 $ 4,324 $ 10,450 $ 4,094
============ ============ ============ ============
Weighted Average Common
Shares Outstanding:
Basic 101,263,000 92,876,000 99,249,000 92,661,000
Diluted 101,795,000 94,024,000 99,767,000 93,809,000
Net Income Per Share:
Basic $ 0.05 $ 0.05 $ 0.11 $ 0.04
Diluted $ 0.05 $ 0.05 $ 0.10 $ 0.04
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
September 30, December 31,
2002 2001
------------- ------------
ASSETS
Current Assets
Cash $ 12,731 $ 11,540
Escrowed funds -- 78
Receivables - net of allowance of
$4,363 for 2002 and $2,503 for 2001,
respectively 194,420 146,595
Prepaid expenses and other 23,890 19,673
Assets held for sale 276 2,795
------------- ------------
Total current assets 231,317 180,681
Escrowed Funds -- 15
------------- ------------
Property and Equipment, net 485,884 502,258
------------- ------------
Other Assets:
Deferred charges, net 19,580 22,771
Goodwill, net 38,032 38,032
Other 5,313 4,420
------------- ------------
Total other assets 62,925 65,223
------------- ------------
Total $ 780,126 $ 748,177
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 72,512 $ 64,819
Current maturities of long-term debt 23,012 26,496
Employee-related liabilities 8,883 7,472
Income taxes payable 4,526 5,705
Accrued interest 1,522 4,102
Other accrued liabilities 11,589 7,529
------------- ------------
Total current liabilities 122,044 116,123
------------- ------------
Long-Term Debt 148,834 208,244
------------- ------------
Deferred Income Taxes 28,076 25,996
------------- ------------
Other Liabilities -- 1,050
------------- ------------
Shareholders' Equity:
Common stock issued 103,938,369 and
94,381,167 shares, respectively 1,039 944
Additional paid-in capital 308,336 226,654
Treasury stock at cost (3,529,500
and 1,429,500 shares, respectively) (23,627) (15,012)
Accumulated other comprehensive loss (9,617) (10,413)
Retained earnings 205,041 194,591
------------- ------------
Total shareholders' equity 481,172 396,764
------------- ------------
Total $ 780,126 $ 748,177
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Nine Months Ended Sept. 30,
----------------------------
2002 2001
------------- ------------
Cash Flows From Operating Activities:
Net income $ 10,450 $ 4,094
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Depreciation and amortization 45,124 39,113
Gain on sale, disposal of property and
equipment (833) (918)
Provision for (recovery of) doubtful
accounts 3,064 (4,321)
Deferred income taxes 2,080 (2,679)
Other (257) 729
Changes in operating assets and liabilities
Receivables (51,654) (41,557)
Prepaid expenses and other (4,217) (7,858)
Accounts payable and accrued liabilities 9,153 10,171
------------- ------------
Net cash provided by (used in)
operating activities 12,910 (3,226)
------------- ------------
Cash Flows From Investing Activities:
Proceeds from sale of assets 3,409 2,000
Release of escrowed funds, net 93 792
Additions to property and equipment (15,898) (7,792)
Additions to deferred charges (8,943) (17,187)
------------- ------------
Net cash used in investing activities (21,339) (22,187)
------------- ------------
Cash Flows From Financing Activities:
Proceeds from sale of common stock, net 80,741 3,140
Proceeds from long-term debt 125,400 89,700
Repayment of long-term debt (187,906) (76,669)
Repurchase of common stock (8,615) --
------------- ------------
Net cash provided by financing activities 9,620 16,171
------------- ------------
Cash:
Increase (decrease) 1,191 (9,242)
Beginning of period 11,540 25,462
------------- ------------
End of period $ 12,731 $ 16,220
============= ============
See Notes to Consolidated Financial Statements.
Global Industries, Ltd.
Notes to Consolidated Financial Statements (Unaudited)
1. Basis of Presentation - The accompanying unaudited condensed
consolidated financial statements include the accounts of Global
Industries, Ltd. and its subsidiaries (the "Company").
In the opinion of management of the Company, all adjustments
(such adjustments consisting only of a normal recurring
nature) necessary for a fair presentation of the operating
results for the interim periods presented have been included
in the unaudited condensed consolidated financial statements.
Operating results for the period ended September 30, 2002,
are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002. These
financial statements should be read in conjunction with the
Company's audited consolidated financial statements and
related notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001.
Independent public accountants as stated in their report
included herein, have reviewed the financial statements
required by Rule 10-01 of Regulation S-X.
Certain reclassifications have been made to the prior period
financial statements in order to conform to the
classifications adopted for reporting in fiscal year 2002.
2. New Accounting Pronouncement - In June 2001, the Financial
Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS ") No. 142,
"Goodwill and Other Intangible Assets." SFAS No. 142
changes the accounting for goodwill from an amortization
method to an impairment-only approach. Amortization of
goodwill, including goodwill recorded in past business
combinations, ceased upon adoption of this statement. The
Company completed the required impairment test in the second
quarter of 2002 and has determined that no impairment
currently exists and SFAS No. 142 will not have an impact on
its current consolidated financial position or results of
operations.
In accordance with SFAS No. 142, the Company discontinued the
amortization of goodwill upon the adoption of this statement
on January 1, 2002. A reconciliation of previously reported
net income and earnings per share to the amounts adjusted for
the exclusion of goodwill amortization net of tax follows (in
thousands, except per share data):
Quarter Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
2002 2001 2002 2001
-------- -------- -------- --------
Reported net income $ 5,452 $ 4,324 $ 10,450 $ 4,094
Add: Goodwill amortization, net of tax -- 415 -- 1,248
-------- -------- -------- --------
Adjusted net income $ 5,452 $ 4,739 $ 10,450 $ 5,342
======== ======== ======== ========
Reported net income per share $ 0.05 $ 0.05 $ 0.10 $ 0.04
Add: Goodwill amortization, net of
tax per basic share -- -- -- 0.02
-------- -------- -------- --------
Adjusted basic earnings per share $ 0.05 $ 0.05 $ 0.10 $ 0.06
======== ======== ======== ========
Adjusted diluted earnings per share $ 0.05 $ 0.05 $ 0.10 $ 0.06
The carrying amount of goodwill as of September 30, 2002 and December 31, 2001,
is approximately $38.0 million and is entirely attributable to the Company's
Latin America segment.
SFAS No. 143, "Accounting for Asset Retirement
Obligations," requires the recording of liabilities for all
legal obligations associated with the retirement of long-
lived assets that result from the normal operation of those
assets. These liabilities are required to be recorded at
their fair values (which are likely to be the present values
of the estimated future cash flows) in the period in which
they are incurred. SFAS No. 143 requires the associated
asset retirement costs to be capitalized as part of the
carrying amount of the long-lived asset. The asset
retirement obligation will be accreted each year through a
charge to expense. The amounts added to the carrying amounts
of the assets will be depreciated over the useful lives of
the assets. The Company is required to implement SFAS No.
143 on January 1, 2003. Based on current expectations the
Company does not expect the implementation of SFAS No. 143
to have a material impact on its consolidated financial
position or results of operations.
SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-lived Assets," promulgates standards for measuring and
recording impairments of long-lived assets. Additionally,
this standard establishes requirements for classifying an
asset as held for sale, and changes existing accounting and
reporting standards for discontinued operations and exchanges
for long-lived assets. The Company implemented SFAS No. 144
on January 1, 2002, which did not have a material effect on
its financial position or results of operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." SFAS No.
146 nullifies Emerging Issues Task Force (EITF) Issue No. 94-
3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity," under which a
liability for an exit cost was recognized at the date of an
entity's commitment to an exit plan. SFAS No. 146 requires
that a liability for a cost associated with an exit or
disposal activity be recognized at fair value when the
liability is incurred. The provisions of this statement are
effective for exit or disposal activities that are initiated
after December 31, 2002.
3. Accounts Receivable - Trade and other receivables are stated
at net realizable value and the allowance for uncollectible
accounts was $4.4 million and $2.5 million at September 30,
2002 and December 31, 2001, respectively. Certain
receivables represent amounts that have not yet been billed
to the customer primarily due to contractually specified
milestone billing requirements. At September 30, 2002 and
December 31, 2001, the Company's accounts receivable included
unbilled receivables of $99.3 million and $46.6 million,
respectively. The claims and unapproved change orders, included
in account receivable and unbilled receivables, amounted to
$25.8 million at September 30, 2002 and $2.0 million at
December 31, 2001.
4. Financing Arrangements - Prior to March 27, 2002, the Company
maintained a credit facility, which consisted of a $51.0
million term loan facility and a $100.0 million revolving
loan facility. On March 27, 2002, the term loan facility was
repaid in its entirety from the proceeds of an equity
offering as discussed below. The remaining facility
consisted exclusively of the $100.0 million revolving loan
facility. This facility matures on December 30, 2004. The
revolving loan facility permits both prime rate bank
borrowings and London Interbank Offered Rate ("LIBOR")
borrowings plus a floating spread. The spreads can range
from 1.00% to 2.25% and 2.25% to 3.50% for prime rate and
LIBOR based borrowings, respectively. In addition, the
credit facility allows for certain fixed rate interest
options on amounts outstanding. Stock of the Company's
subsidiaries, certain real estate, and the majority of the
Company's vessels collateralize the loans under the credit
facility. On March 18, 2002, the Company amended its credit
facility. The amendment reduced the consolidated net worth
covenant requirement to $440.0 million for the quarter ending
September 30, 2002 and thereafter. The Company paid an
amendment fee of $0.2 million. The revolving loan facility
is subject to certain other financial covenants. At
September 30, 2002, the Company was in compliance with its
credit facility and all financial covenants. At September
30, 2002, $35.0 million was drawn against this facility.
On April 30, 2002, the Company amended and restated its
revolving loan facility to provide an additional $48.0
million 364-day revolving credit line. The Company paid a
$0.4 million fee for this amendment. This new credit line
was entered into to provide additional working capital for
the Company in anticipation of increases in activity. The
amended revolving loan facility is subject to certain
financial covenants. At September 30, 2002, the Company was
in compliance with all of its financial covenants under this
facility. At September 30, 2002, $17.0 million was drawn
against the $48.0 million facility.
The Company's aggregate revolving facilities total $148.0
million. As of November 6, 2002, the Company had an
aggregate of $66.5 million of credit availability under its
two revolving credit facilities.
The Company completed a secondary offering of 8.5 million
shares of common stock and 0.9 million shares of common stock
on March 27, 2002 and April 2, 2002, respectively, which
raised $79.6 million in aggregate proceeds, net of
underwriting fees and other expenses of $4.5 million. The
Company received $72.3 million and $7.3 million of proceeds
in March 2002 and April 2002, respectively. These proceeds
were used to repay $51.0 million in outstanding indebtedness
under the Company's term loan facility and $16.0 million
under the Company's revolving loan facility on March 27,
2002. In the quarter ended March 31, 2002, the Company
recorded a $0.9 million charge relating to unamortized term
loan origination fees associated with the early repayment of
its term loan. The remaining proceeds and other additional
cash sources were used to redeem $27.6 million of Lake
Charles Port Improvement Bonds on June 21, 2002 and to repay
the Heller Term Note of $3.2 million on May 1, 2002.
5. Commitments and Contingencies - The Company is a party to
legal proceedings and potential claims arising in the
ordinary course of business. Management does not believe
these matters will materially effect the Company's
consolidated financial statements.
In November of 1999, the Company notified Groupe GTM that as
a result of material adverse changes and other breaches by
Groupe GTM, the Company was no longer bound by and was
terminating the Share Purchase Agreement to purchase the
shares of ETPM S.A. Groupe GTM responded stating that they
believed the Company was in breach. The Share Purchase
Agreement provided for liquidated damages of $25.0 million to
be paid by a party that failed to consummate the transaction
under certain circumstances. The Company has notified Groupe
GTM that it does not believe that the liquidated damages
provision is applicable to its termination of the Share
Purchase Agreement. On December 23, 1999, Global filed suit
against Groupe GTM in Tribunal de Commerce de Paris to
recover damages. On June 21, 2000, Groupe GTM filed an
answer and counterclaim against Global seeking the liquidated
damages of $25.0 million and other damages, costs and
expenses of approximately $3.2 million (based on current
exchange rates). The Company believes that the outcome of
these matters will not have a material adverse effect on its
business or financial statements.
In the normal course of its business activities, the Company
provides letters of credit and bank guarantees to secure the
performance and/or payment of obligations, including the
payment of worker's compensation obligations. At September
30, 2002, outstanding letters of credit and bank guarantees
were $19.5 million. Additionally, the Company provides
performance, bid, and payment bonds pursuant to agreements,
or in connection with bidding to obtain such agreements to
perform construction services. The aggregate of these bonds
at September 30, 2002 was $73.8 million. Some of these
financial instruments are secured by parent company
guarantees.
The Company estimates that the cost to complete capital
expenditure projects in progress at September 30, 2002
approximate $12.6 million.
6. Industry Segment Information - The following tables present
information about the profit or loss of each of the
Company's reportable segments for the quarters and nine
months ended September 30, 2002 and 2001. The information
contains certain allocations of corporate expenses that the
Company deems reasonable and appropriate for the evaluation
of results of operations.
Quarter Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
2002 2001 2002 2001
============ ============ ============ ============
(in thousands)
Total segment revenues :
Gulf of Mexico Offshore
Construction $ 25,273 $ 30,400 $ 67,504 $ 85,914
Gulf of Mexico Diving 7,902 14,937 20,774 31,895
Gulf of Mexico Marine
Support 8,204 12,026 25,594 35,356
West Africa 18,902 6,586 57,098 21,971
Latin America 49,460 27,278 157,587 45,523
Asia Pacific 23,520 31,307 71,882 81,956
Middle East 1,774 677 6,181 9,466
------------ ------------ ------------ ------------
$ 135,035 $ 123,211 $ 406,620 $ 312,081
Intersegment eliminations:
Gulf of Mexico Offshore
Construction $ (10) $ (1,417) $ (1,243) $ (2,604)
Gulf of Mexico Diving (4,768) (5,074) (11,278) (10,761)
Gulf of Mexico Marine
Support (1,459) (907) (3,193) (2,947)
------------ ------------ ------------ ------------
$ (6,237) $ (7,398) $ (15,714) $ (16,312)
------------ ------------ ------------ ------------
Total segment revenues from
external customers $ 128,798 $ 115,813 $ 390,906 $ 295,769
============ ============ ============ ============
Income (loss) before income
taxes:
Gulf of Mexico Offshore
Construction $ 1,181 $ (3,232) $ (4,766) $ (6,567)
Gulf of Mexico Diving 72 2,954 (2,814) 1,904
Gulf of Mexico Marine
Support 731 4,529 3,338 14,980
West Africa (2,785) 117 (3,645) 2,229
Latin America 6,368 4,484 22,259 1,227
Asia Pacific 4,030 (768) 4,429 (4,408)
Middle East (1,219) (1,031) (2,942) (1,804)
------------ ------------ ------------ ------------
$ 8,378 $ 7,053 $ 15,859 $ 7,561
============ ============ ============ ============
The following table reconciles the reportable segments' revenues and profit or
loss presented above, to the Company's consolidated totals.
Quarter Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
2002 2001 2002 2001
============ ============ ============ ============
(in thousands)
Revenues:
Total revenues for
reportable segments $ 135,035 $ 123,211 $ 406,620 $ 312,081
Total revenues for other
segments -- 46 -- 379
Elimination of
intersegment revenues (6,237) (7,398) (15,714) (16,312)
------------ ------------ ------------ ------------
Total consolidated
revenues $ 128,798 $ 115,859 $ 390,906 $ 296,148
============ ============ ============ ============
Income before income taxes
Total income for
reportable segments $ 8,378 $ 7,053 $ 15,859 $ 7,561
Total income for other
segments -- 8 -- 68
Unallocated corporate
income (expense) 9 661 225 (318)
------------ ------------ ------------ ------------
Total consolidated
income before taxes $ 8,387 $ 7,722 $ 16,084 $ 7,311
============ ============ ============ ============
7. Comprehensive Income - Following is a summary of the Company's
comprehensive income (loss) for the quarters and nine months ended
September 30, 2002 and 2001:
Quarter Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
2002 2001 2002 2001
============ ============ ============ ============
(in thousands)
Net income $ 5,452 $ 4,324 $ 10,450 $ 4,094
Other comprehensive
income (loss):
Reclassification of
realized loss on hedging
activities 215 -- 630 --
Cumulative effect of
adoption of SFAS 133
on January 1, 2001 -- -- -- (1,023)
Unrealized gain (loss) on
hedging activities (71) (311) 166 (569)
------------ ------------ ------------ ------------
Comprehensive income $ 5,596 $ 4,013 $ 11,246 $ 2,502
============ ============ ============ ============
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
General
The following discussion presents management's discussion and
analysis of our financial condition and results of operations.
The following discussion should be read in conjunction with our
unaudited condensed consolidated financial statements for the
periods ended September 30, 2002 and 2001, included elsewhere in
this report and our audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and
Results of Operations included in our Annual Report of Form 10-K
for the year ended December 31, 2001.
Certain of the statements included below, including those
regarding future financial performance or results that are not
historical facts, are or contain "forward-looking" information
as that term is defined in the Securities Act of 1933, as
amended. The words "expect," "believe," "anticipate,"
"project," "estimate," and similar expressions are intended to
identify forward-looking statements. We caution readers that any
such statements are not guarantees of future performance or
events and such statements involve risks, uncertainties and
assumptions. In addition to the factors discussed under the
heading "Business-Risk Factors" in our Annual Report on Form 10-K
for the year ended December 31, 2001, the factors that could
cause actual results to differ from those expected include, but
are not limited to, dependence on the oil and gas industry and
industry conditions, general economic conditions including
interest rates and inflation, competition, ability to obtain
funds to finance our business, operating risks, contract bidding
risks, the use of estimates for revenue recognition, risks of
international operations, risks of vessel construction such as
cost overruns, changes in government regulations, and disputes
with construction contractors, dependence on key personnel and
the availability of skilled workers during periods of strong
demand, the impact of regulatory and environmental laws, the
ability to obtain insurance, and other factors discussed below.
Operating risks include hazards such as vessel capsizing,
sinking, grounding, colliding, and sustaining damage in severe
weather conditions. These hazards can also cause personal
injury, loss of life, and suspension of operations. The risks
inherent with international operations include political, social,
and economic instability, exchange rate fluctuations, currency
restrictions, nullification, modification, or renegotiations of
contracts, potential vessel seizure, nationalization of assets,
import-export quotas, and other forms of public and governmental
regulation. Should one or more of these risks or uncertainties
materialize or should the underlying assumptions prove incorrect,
actual results and outcomes may differ materially from those
indicated in the forward-looking statements.
Results of Operations
The following table sets forth, for the periods indicated, our
statements of operations expressed as a percentage of revenues.
Quarter Ended Nine Months Ended
September 30, September 30,
----------------- -----------------
2002 2001 2002 2001
======== ======== ======== ========
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of Revenues 82.6 80.7 85.4 82.4
Gross Profit 17.4 19.3 14.6 17.6
Goodwill Amortization -- 0.7 -- 0.8
Selling, General and Administrative
Expenses 7.8 7.3 7.3 9.0
-------- -------- -------- --------
Operating Income 9.6 11.3 7.3 7.8
Interest Expense 2.7 4.5 2.9 5.4
Other Expense (Income), net 0.4 0.2 0.3 (0.1)
-------- -------- -------- --------
Income Before Income Taxes 6.5 6.6 4.1 2.5
Provision for Income Taxes 2.3 2.9 1.4 1.1
-------- -------- -------- --------
Net Income 4.2% 3.7% 2.7% 1.4%
======== ======== ======== ========
Quarter Ended September 30, 2002 Compared to Quarter Ended September 30, 2001
Revenues. Revenues for the quarter ended September 30, 2002
increased 11% to $128.8 million from $115.9 million for the
quarter ended September 30, 2001. The increase in revenues
resulted primarily from increased activity in our Latin America
and West Africa segments partially offset by decreased activity
and/or lower pricing in the Gulf of Mexico Offshore Construction,
Gulf of Mexico Diving, Gulf of Mexico Marine Support and the Asia
Pacific segments.
Gross Profit. For the quarter ended September 30, 2002, we had
gross profit of $22.4 million compared with $22.4 million for the
quarter ended September 30, 2001. Our gross profit margins in
the quarter ended September 30, 2002 decreased to 17% as compared
to 19% for the comparable period last year. The decrease is
attributable to decreases in activity and/or pricing reductions
in the Gulf of Mexico Offshore Construction, Gulf of Mexico
Diving and Gulf of Mexico Marine Support segments and a lower
margin on a large EPIC contract in our West Africa segment.
These declines were offset by activity increases in our Latin
America segment.
Selling, General and Administrative Expenses. For the quarter
ended September 30, 2002, selling, general and administrative
expenses increased to $10.1 million as compared to $8.5 million
for the quarter ended September 30, 2001. This increase is due
primarily to increased legal fees, increased corporate
transportation expenses, and costs related to project management
enhancements.
Depreciation and Amortization. Depreciation and amortization,
including amortization of dry-docking costs, for the quarter
ended September 30, 2002 was $15.3 million compared to the $13.8
million recorded in the quarter ended September 30, 2001. The
11% increase was principally attributable to increased
utilization of the Company's pipelay/derrick barges, which are
depreciated on a units-of-production basis, in Latin America,
Gulf of Mexico Offshore Construction, West Africa and Asia
Pacific segments. The increase was partially offset by the
cessation of goodwill amortization, beginning January 1, 2002, in
accordance with SFAS No. 142, "Goodwill and Other Intangible
Assets." Amortization of goodwill for the quarter ended
September 30, 2001 was $0.7 million.
Interest Expense. Interest expense decreased to $3.5 million for
the quarter ended September 30, 2002, from $5.2 million for the
quarter ended September 30, 2001, due to lower interest rates and
lower average outstanding debt levels.
Other Expense (Income). Other expense increased to $0.5 million
in the quarter ended September 30, 2002 from $0.3 million in the
prior comparable quarter due primarily to exchange rate losses.
Net Income. For the quarter ended September 30, 2002, we
recorded net income of $5.5 million as compared to net income of
$4.3 million recorded for the quarter ended September 30, 2001.
Our effective tax rate was 35% for the quarter ended September
30, 2002 compared to 44% for the quarter ended September 30,
2001.
Segment Information. We have identified seven reportable
segments as required by SFAS No. 131. The following discusses
the results of operations for each of those reportable segments
during the third quarter of 2002 and 2001.
Gulf of Mexico Offshore Construction - Due to decreased activity,
revenues declined 17% to $25.3 million (including nominal
intersegment revenues) for the quarter ended September 30, 2002
from $30.4 million (including $1.4 million of intersegment
revenues) for the quarter ended September 30, 2001. Income
before taxes increased to $1.2 million for the quarter ended
September 30, 2002 from a loss before income taxes of $3.2
million for the quarter ended September 30, 2001. The increase
in income before income taxes was due primarily to the shifting
of costs related to certain Gulf of Mexico construction vessels
working in our Latin America segment.
Gulf of Mexico Diving - Revenues from diving related services in
the Gulf of Mexico decreased 47% to $7.9 million (including $4.8
million intersegment revenues) for the quarter ended September
30, 2002 from $14.9 million (including $5.1 million intersegment
revenues) for the quarter ended September 30, 2001. Income
before income taxes decreased to $0.1 million for the quarter
ended September 30, 2002 compared to $3.0 million for the quarter
ended September 30, 2001. The decline in revenues and income
before income taxes were due primarily to a decrease in activity.
Gulf of Mexico Marine Support - Revenues decreased 32% to $8.2
million (including $1.5 million of intersegment revenues) for the
quarter ended September 30, 2002 from $12.0 million (including
$0.9 million of intersegment revenues) for the quarter ended
September 30, 2001. Approximately one-half of the revenue
decrease was due to decreased activity and one-half was due to
lower pricing. These declines resulted in a decrease in income
before income taxes to $0.7 million for the quarter ended
September 30, 2002 compared to income before income taxes of $4.5
million for the quarter ended September 30, 2001.
West Africa - Revenues increased 187% to $18.9 million for the
quarter ended September 30, 2002 compared to $6.6 million for the
quarter ended September 30, 2001. The increase in revenues was
due to increased activity, primarily for work performed on one
large EPIC contract, which has a large amount of procurement and
subcontract content. Loss before income taxes increased to $2.8
million for the quarter ended September 30, 2002 compared to
income before income taxes of $0.1 million for the same period in
2001. The loss before income taxes is primarily due to cost
increases on the large EPIC contract due to poor performance
associated with an indigenous subcontractor.
Latin America - Latin America benefited from increased activity
during the quarter ended September 30, 2002. Revenues increased
81% to $49.5 million for the quarter ended September 30, 2002
from $27.3 million for the quarter ended September 30, 2001.
Income before income taxes increased to $6.4 million for the
quarter ended September 30, 2002 from income before income taxes
of $4.5 million for the quarter ended September 30, 2001.
Revenues and income before income taxes increased due primarily
to work performed on one large contract.
Asia Pacific - Decreases in activity in the Asia Pacific region
resulted in a 25% decrease in revenues to $23.5 million for the
quarter ended September 30, 2002 compared to $31.3 million for
the quarter ended September 30, 2001. Income before income taxes
increased to $4.0 million for the quarter ended September 30,
2002 from a loss before income taxes of $0.8 million for the
quarter ended September 30, 2001. Although revenues declined,
income increased due primarily to changes in the mix of contract
work, improved pricing, and better project execution as compared
to the same period last year.
Middle East - Revenues increased 162% to $1.8 million for the
quarter ended September 30, 2002 compared to $0.7 million for the
quarter ended September 30, 2001 due to increased activity in the
region. Results declined by $0.2 million to a loss before income
taxes of $1.2 for the quarter ended September 30, 2002 from a
loss before income taxes of $1.0 million for the quarter ended
September 30, 2001.
Nine Months Ended September 30, 2002 Compared to Nine Months Ended
September 30, 2001
Revenues. Revenues for the nine months ended September 30, 2002
of $390.9 million were 32% higher than revenues for the nine
months ended September 30, 2001 of $296.1 million. The increase
in revenues resulted primarily from increased activity in certain
areas including West Africa and Latin America, partially offset
by a decrease in activity and/or lower pricing in the Gulf of
Mexico Offshore Construction, Gulf of Mexico Diving, Gulf of
Mexico Marine Support, Asia Pacific, and Middle East segments.
Gross Profit. For the nine months ended September 30, 2002, we
had gross profit of $57.1 million compared with $52.0 million for
the nine months ended September 30, 2001. This increase was
primarily the result of increased activity in our Latin America
segment and a different mix of contract work in our Asia Pacific
segment partially offset by a lower margin on a large EPIC
contract in our West Africa segment and decreased activity and/or
pricing in our Gulf of Mexico Offshore Construction, Gulf of
Mexico Diving, Gulf of Mexico Marine Support. As a percentage of
revenues, gross profit for the nine months ended September 30,
2002 was 15% compared to 18% for the nine months ended September
30, 2001.
Selling, General and Administrative Expenses. For the nine
months ended September 30, 2002, selling, general, and
administrative expenses were $28.4 million compared to $26.7
million during the nine months ended September 30, 2001. This
increase is primarily attributable to increased costs in our
Latin America segment related to the increase in activity,
increased costs associated with corporate travel, and costs
related to project management enhancements.
Depreciation and Amortization. Depreciation and amortization,
including amortization of drydocking costs, for the nine months
ended September 30, 2002 was $45.1 million compared to the $39.1
million recorded in the nine months ended September 30, 2001. The
15% increase was principally attributable to increased utilization
of the Company's pipelay/derrick barges, which are depreciated on
a units-of-production basis, in Latin America, Gulf of Mexico
Offshore Construction and West Africa segments. The increase was
partially offset by the cessation of goodwill amortization,
beginning January 1, 2002, in accordance with SFAS No. 142,
"Goodwill and Other Intangible Assets." Amortization of goodwill
for the nine months ended September 30, 2001 was $2.2 million.
Interest Expense. Interest expense decreased to $11.4 million for
the nine months ended September 30, 2002, compared to $16.1
million for the nine months ended September 30, 2001. This 29%
decrease is attributable to lower interest rates and lower
average outstanding debt levels.
Other Expense (Income). Other expense increased $1.6 million to
$1.2 million for the nine months ended September 30, 2002 compared
with other income of $0.4 million for the same period in 2001.
The increase is due primarily to reduced interest income and
increased exchange rate losses.
Net Income. For the nine months ended September 30, 2002,
we recorded net income of $10.5 million, compared to net income
of $4.1 million for the nine months ended September 30, 2001.
Our effective tax rate for the nine months ended September 30,
2002 was 35% compared to 44% for the nine months ended September
30, 2001.
Segment Information. We have identified seven reportable segments
as required by SFAS No. 131. The following discusses the results
of operations for each of those reportable segments during the
nine months of 2002 and 2001.
Gulf of Mexico Offshore Construction - During the nine months
ended September 30, 2002, revenues decreased due to decreased
activity for offshore construction services in the Gulf of
Mexico. This segment's gross revenues decreased 21% to $67.5
million (including $1.2 million intersegment revenues) for the
nine months ended September 30, 2002 compared to $86.0 million
(including $2.6 million intersegment revenues) for the nine
months ended September 30, 2001. The loss before income taxes
decreased by $1.8 million to a loss before income taxes of $4.8
million for the nine months ended September 30, 2002 from a loss
before income taxes of $6.6 million for the same period in 2001
due primarily to the shifting of costs related to certain Gulf of
Mexico construction vessels working in our Latin America segment.
Gulf of Mexico Diving - Revenues for the nine months ended
September 30, 2002 decreased 35% to $20.8 million (including
$11.3 million intersegment revenues) compared to $31.9 million
(including $10.8 million intersegment revenues) for the same
period in 2001 due to decreased activity. Due to activity
declines and pricing pressures, this segment reported a loss
before income taxes for the nine months ended September 30, 2002
of $2.8 million compared to income before taxes of $1.9 million
during the nine months ended September 30, 2001.
Gulf of Mexico Marine Support - Gulf of Mexico marine support
revenues decreased $9.8 million to $25.6 (including $3.2 million
intersegment revenues) for the nine months ended September 30,
2002, compared to $35.4 million (including $2.9 million
intersegment revenues) for the nine months ended September 30,
2001. Approximately one-half of the revenue decline was due to
decreased activity and one-half due to lower pricing. These
declines resulted in a decrease in income before income taxes to
$3.3 million for the nine months ended September 30, 2002
compared to income before income taxes of $15.0 million for the
nine months ended September 30, 2001.
West Africa - For the nine months ended September 30, 2002,
revenues increased 160% to $57.0 million from $22.0 million for
the nine months ended September 30, 2001. The increase in
revenues was due to increased activity primarily for work
performed on one large contract, which has a large amount of
procurement and subcontract content. Results declined $5.9
million to a loss before income taxes of $3.6 million for the
nine months ended September 30, 2002 from income before income
taxes of $2.2 million for the same period in 2001 due primarily
to poor performance on one large EPIC contract associated with an
indigenous subcontractor.
Latin America - Revenues increased 246% to $157.6 million in the
nine months ended September 30, 2002 from $45.5 million for the
nine months ended September 30, 2001 due primarily to work
performed on one large contract which has a large amount of
procurement and subcontractor content. Income before income
taxes increased $21.0 million to $22.3 million for the nine
months ended September 30, 2002 from income before income taxes
of $1.2 million for the same period ended September 30, 2001.
Asia Pacific - Asia Pacific revenues decreased $10.1 million to
$71.9 million for the nine months ended September 30, 2002 from
$82.0 million for the nine months ended September 30, 2001.
Results improved by $8.8 million to income before income taxes of
$4.4 million for the nine months ended September 30, 2002 from a
loss before income taxes of $4.4 million for the same period in
2001. The improvement in income before income taxes was
attributable to changes in the mix of contract work, improved
pricing, and better project execution as compared to the same
period in 2001.
Middle East - Revenues decreased $3.3 million to $6.2 million for
the nine months ended September 30, 2002, compared to $9.5
million for the nine months ended September 30, 2001. Due to
reduced activity, results declined by $1.1 million to a loss
before income taxes of $2.9 million for the nine months ended
September 30, 2002 from a loss before income taxes of $1.8
million for the nine months ended September 30, 2001.
Liquidity and Capital Resources
Our cash balance increased by $1.1 million to $12.7 million at
September 30, 2002 from $11.6 million at December 31, 2001.
During the nine months ended September 30, 2002, our operations
generated cash flow of $12.9 million. Cash generated from
financing activities of $9.6 million and the net repayment of
debt is a result of the net proceeds of our secondary common
stock offering which was completed at the end of March 2002.
Cash from operations and financing activities funded investing
activities of $21.3 million. Investing activities consisted
principally of capital expenditures and dry-docking costs.
Working capital increased by $44.7 million to $109.3 million at
September 30, 2002 from $64.6 million at December 31, 2001. The
increase in working capital is due to an increase in accounts
receivable, due primarily to increased activity in our Latin
America segment, and a decrease in current maturities of
long-term debt partially offset by an increase in accounts payable
and other accrued liabilities. Working capital is anticipated
to continue to increase as activity increases. At
September 30, 2002, our backlog was $260.5 million, as compared
to a backlog of $220.8 million at September 30, 2001.
Approximately 23% of the backlog is expected to be performed
during the remainder of 2002.
Our capital expenditures during the nine months ended September
30, 2002 aggregated $15.9 million. We estimate that the cost to
complete capital expenditure projects in progress at September
30, 2002 will be approximately $12.6 million, all of which is
expected to be incurred during the next twelve months. These
projects are primarily related to vessel upgrades.
Long-term debt outstanding at September 30, 2002 (including
current maturities) includes $119.2 million of Title XI bonds,
and $52.0 million drawn against the credit facilities discussed
below.
Prior to March 27, 2002, we maintained a credit facility, which
consisted of a $51.0 million term loan facility and a $100.0
million revolving loan facility. On March 27, 2002, the term
loan facility was repaid in its entirety from the proceeds of an
equity offering as discussed below. The remaining facility
consisted exclusively of the $100.0 million revolving loan
facility. This facility matures on December 30, 2004. The
revolving loan facility permits both prime rate bank borrowings
and London Interbank Offered Rate ("LIBOR") borrowings plus a
floating spread. The spreads can range from 1.00% to 2.25% and
2.25% to 3.50% for prime rate and LIBOR based borrowings,
respectively. In addition, the credit facility allows for
certain fixed rate interest options on amounts outstanding.
Stock of our subsidiaries, certain real estate, and the majority
of our vessels collateralize the loans under the credit facility.
On March 18, 2002, we amended our credit facility. The amendment
reduced the consolidated net worth covenant requirement to $440.0
million for the quarter ending September 30, 2002 and thereafter.
We paid an amendment fee of $0.2 million. The revolving loan
facility is subject to certain other financial covenants. At
September 30, 2002, we were in compliance with this credit
facility and all financial covenants. At September 30, 2002,
$35.0 million was drawn against this facility.
On April 30, 2002, we amended and restated our revolving loan
facility to provide an additional $48.0 million 364-day revolving
credit line. We paid a $0.4 million fee for this amendment.
This new credit line was entered into to provide additional
working capital for us in anticipation of increases in activity.
The amended revolving loan facility is subject to certain
financial covenants. At September 30, 2002, we were in
compliance with all of our financial covenants under this
facility. At September 30, 2002, $17.0 million was drawn against
the $48.0 million facility.
Our aggregate revolving facilities total $148.0 million. As of
November 6, 2002, we had an aggregate of $66.5 million of credit
availability under our two revolving credit facilities.
We completed a secondary offering of 8.5 million shares of common
stock and 0.9 million shares of common stock on March 27, 2002
and April 2, 2002, respectively, which raised $79.6 million in
aggregate proceeds, net of underwriting fees and other expenses
of $4.5 million. We received $72.3 million and $7.3 million of
proceeds in March 2002 and April 2002, respectively. These
proceeds were used to repay $51.0 million in outstanding
indebtedness under our term loan facility and $16.0 million under
our revolving loan facility on March 27, 2002. In the quarter
ended March 31, 2002, we recorded a $0.9 million charge relating
to unamortized term loan origination fees associated with the
early repayment of our term loan. The remaining proceeds and
other additional cash sources were used to redeem $27.6 million
of Lake Charles Port Improvement Bonds on June 21, 2002 and to
repay the Heller Term Note of $3.2 million on May 1, 2002.
Our Title XI bonds mature in 2020, 2022, and 2025. The bonds
carry interest rates of 8.30%, 7.25%, and 7.71% per annum,
respectively, and require aggregate semi-annual payments of $2.8
million, plus interest. The agreements pursuant to which the
Title XI bonds were issued contain certain covenants, including
the maintenance of minimum working capital and net worth
requirements. If not met, additional covenants result that
restrict our operations and our ability to pay cash dividends.
At September 30, 2002, we were in compliance with these
covenants.
We also have short-term credit facilities at our foreign
locations that aggregate $7.5 million and are secured by letters
of credit. Additionally, in the normal course of business, we
provide guarantees and performance, bid, and payment bonds
pursuant to agreements, or in connection with bidding to obtain
such agreements to perform construction services. Some of these
guarantees are secured by parent company guarantees. The
aggregate of these guarantees and bonds at September 30, 2002 was
$73.8 million in surety bonds and $19.5 million in bank
guarantees and letters of credit.
On August 7, 2002, we announced that we obtained authorization to
repurchase up to $12.0 million of our stock under our existing
stock repurchase program. During the quarter ended September 30,
2002, we repurchased an aggregate of 2.1 million shares of stock
for a total of $8.6 million.
In April of 2001, the Company entered into a long-term agreement
to charter the Titan 2, a 456-foot self-propelled twin-hulled
derrick ship. The vessel charter payments, which include the
cost of an operational crew, supplies (excluding fuel), and all
maintenance and regulatory expenses, are expected to be
approximately $6.1 million annually. In 2001, the Company
prepaid $3.0 million of charter payments, which are
systematically applied to future charter payments. This charter
term is 120 months. This charter can be cancelled by Global,
subject to a termination penalty of $2.7 million and the transfer
of title of the dynamic positioning (DP) system to the charterer.
The DP system was installed on the Titan 2 in the first quarter
of 2002.
We expect funds available under the existing credit facilities,
available cash, and cash generated from operations to be
sufficient to fund our operations (including the anticipated
increase in working capital required to fund increasing
activity), scheduled debt retirement, and planned capital
expenditures for the next twelve months. In addition, as we have
historically done, we will continue to evaluate the merits of any
opportunities that may arise for acquisitions of equipment or
businesses, which may require additional liquidity. For
flexibility, we maintain a shelf registration statement that as
of May 1, 2002 permits the issuance of up to $420.0 million of
debt and equity securities.
Industry Outlook
Although we have been experiencing competitive pricing pressures
and reduced activity in our domestic markets, we remain
optimistic about our future and are anticipating an improved
fiscal 2003. Many of our customers' contracting philosophies
have changed over the years placing harsher contract requirements
on the contractor. Currently none of our 2003 backlog consists
of EPIC type contracts and we will continue to be very selective
in our future pursuit of these contracts. During the quarter
ended September 30, 2002, we booked $94.2 million in new work
resulting in a backlog of $260.5 million at quarter-end, of which
approximately 99% is expected to be performed in the next twelve
months. We remain focused on increasing our market share,
successfully executing projects and enhancing our financial
performance.
Significant Accounting Policies and Estimates
For a discussion of significant accounting policies and
estimates, see our Annual Report on Form 10-K for the year ended
December 31, 2001.
New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS ")
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142
changes the accounting for goodwill from an amortization method
to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased
upon adoption of this statement. We have completed the required
impairment test in the second quarter of 2002 and have determined
that this statement will not have an impact on our consolidated
financial position or results of operations.
In accordance with SFAS No. 142, we discontinued the amortization
of goodwill upon the adoption of this statement on January 1,
2002. A reconciliation of previously reported net income and
earnings per share to the amounts adjusted for the exclusion of
goodwill amortization net of tax follows (in thousands, except
per share data):
Quarter Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
2002 2001 2002 2001
============ ============ ============ ============
Reported net income $ 5,452 $ 4,324 $ 10,450 $ 4,094
Add: Goodwill amortization,
net of tax -- 415 -- 1,248
------------ ------------ ------------ ------------
Adjusted net income $ 5,452 $ 4,739 $ 10,450 $ 5,342
============ ============ ============ ============
Reported net income per
share $ 0.05 $ 0.05 $ 0.10 $ 0.04
Add: Goodwill amortization,
net of tax per basic
share -- -- -- 0.02
------------ ------------ ------------ ------------
Adjusted basic earnings
per share $ 0.05 $ 0.05 $ 0.10 $ 0.06
============ ============ ============ ============
Adjusted diluted earnings
per share $ 0.05 $ 0.05 $ 0.10 $ 0.06
============ ============ ============ ============
The carrying amounts of goodwill as of September 30, 2002 and
December 31, 2001, is approximately $38.0 million and is entirely
attributable to the Company's Latin America segment.
SFAS No. 143, "Accounting for Asset Retirement Obligations,"
requires the recording of liabilities for all legal obligations
associated with the retirement of long-lived assets that result
from the normal operation of those assets. These liabilities are
required to be recorded at their fair values (which are likely to
be the present values of the estimated future cash flows) in the
period in which they are incurred. SFAS No. 143 requires the
associated asset retirement costs to be capitalized as part of
the carrying amount of the long-lived asset. The asset
retirement obligation will be accreted each year through a charge
to expense. The amounts added to the carrying amounts of the
assets will be depreciated over the useful lives of the assets.
We are required to implement SFAS No. 143 on January 1, 2003.
Based on current expectations we do not expect the implementation of
SFAS No. 143 to have a material impact on our consolidated
financial position or results of operations.
SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-lived Assets," promulgates standards for measuring and
recording impairments of long-lived assets. Additionally, this
standard establishes requirements for classifying an asset as
held for sale, and changes existing accounting and reporting
standards for discontinued operations and exchanges for long-
lived assets. We implemented SFAS No. 144 on January 1, 2002,
which did not have a material effect on our financial position or
results of operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." SFAS No.
146 nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity," under which a liability
for an exit cost was recognized at the date of an entity's
commitment to an exit plan. SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal
activity be recognized at fair value when the liability is
incurred. The provisions of this statement are effective for
exit or disposal activities that are initiated after December
31, 2002.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
In 2000, we entered into an interest rate swap agreement, which
effectively modified the interest characteristics of $15.0
million of our outstanding long-term debt. The agreement
involved the exchange of a variable interest rate of LIBOR plus
2.00% for amounts based on fixed interest rates of 7.38% plus
2.00%. The swap will mature in eight months. The transaction
was entered into in the normal course of business primarily to
hedge rising interest rates. The estimated fair market value of
the interest rate swap based on quoted market prices was ($0.6)
million as of September 30, 2002. A hypothetical 100 basis point
decrease in the average interest rates applicable to such debt
would result in a change of approximately ($0.1) million in the
fair value of this instrument. Quantitative and qualitative
disclosures about market risk are in Item 7A of our Annual Report
on Form 10-K for the year ended December 31, 2001.
Item 4. Control and Procedures
Within the 90-day period immediately preceding the filing of this
report, an evaluation was carried out under the supervision and
with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of its disclosure
controls and procedures (as defined in Rule 13a-14(c) under the
Exchange Act). Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the design and
operation of these disclosure controls and procedures ensures
that material information relating to the Company and its
consolidated subsidiaries is made known to management, including
the Chief Executive Officer and Chief Financial Officer,
particularly during the period in which this quarterly report was
being prepared in a timely manner to allow appropriate decisions
regarding required disclosure flows. No significant changes were
made to our internal controls or in other factors that could
significantly affect these controls subsequent to the date of
this evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In November of 1999, we notified Groupe GTM that as a result of
material adverse changes and other breaches by Groupe GTM, we
were no longer bound by and were terminating the Share Purchase
Agreement to purchase the shares of ETPM S.A. Groupe GTM
responded stating that they believed we were 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. We have notified Groupe
GTM that we do not believe that the liquidated damages provision
is applicable to our termination of the Share Purchase Agreement.
On December 23, 1999, we 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 us
seeking the liquidated damages of $25.0 million and other
damages, costs and expenses of approximately $3.2 million (based
on current exchange rates). We believe that the outcome of these
matters will not have a material adverse effect on our business
or financial statements.
We are involved in various routine legal proceedings primarily
involving claims for personal injury under the General Maritime
Laws of the United States and Jones Act because of alleged
negligence. We believe that the outcome of all such proceedings,
even if determined adversely, would not have a material adverse
effect on our business or financial statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
15.1 - Letter regarding unaudited interim financial information.
(b) Reports on Form 8-K:
The Company filed two reports on Form 8-K during the quarter
ended September 30, 2002, both of which report information
under Item 9 and were dated August 1, 2002 and August 13, 2002,
respectively.
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.
GLOBAL INDUSTRIES, LTD.
By: /s/ TIMOTHY W. MICIOTTO
-----------------------------------
Timothy W. Miciotto
Senior Vice President,
Chief Financial Officer
(Principal Financial and Accounting
Officer)
November 12, 2002
Certifications
I, William J. Dore', Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Global
Industries, Ltd.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
November 12, 2002
--------------------------------
William J. Dore'
Chief Executive Officer
I, Timothy W. Miciotto, Senior Vice President, Chief Financial
Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Global
Industries, Ltd.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
November 12, 2002
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Timothy W. Miciotto
Senior Vice President,
Chief Financial Officer
(Principal Financial and Accounting
Officer)