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, 2002
[ ] 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 of (I.R.S. Employer Identification
Incorporation or Organization) Number)
8000 Global Drive 70665
Carlyss, 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. [X]
Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2)
YES [X] NO [ ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant as of June 28, 2002 was $516,906,453
based on the last reported sales price of the Common Stock on
June 28, 2002 on the NASDAQ\NMS.
The number of shares of the registrant's Common Stock
outstanding as of March 18, 2003, was 100,767,882.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Annual
Meeting of Shareholders to be held May 15, 2003 are incorporated
by reference into Part III hereof.
GLOBAL INDUSTRIES, LTD.
INDEX - FORM 10-K
PART I
Item 1. Business 3
Item 2. Properties 14
Item 3. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item (Unnumbered). Executive Officers of the Registrant 18
PART II
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters 20
Item 6. Selected Financial Data 22
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 23
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 34
Item 8. Financial Statements and Supplementary Data
Independent Auditors' Report 35
Consolidated Balance Sheets - December 31, 2002
and 2001 36
Consolidated Statements of Operations - Years
Ended December 31, 2002, 2001, and 2000 37
Consolidated Statements of Shareholders' Equity -
Years Ended December 31, 2002, 2001, and 2000 38
Consolidated Statements of Cash Flows - Years
Ended December 31, 2002, 2001, and 2000 39
Consolidated Statements of Comprehensive Income
(Loss) - Years Ended December 31, 2002, 2001,
and 2000 40
Notes to Consolidated Financial Statements 41
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure 64
PART III
Item 10. Directors and Executive Officers of the Registrant 65
Item 11. Executive Compensation 65
Item 12. Security Ownership of Certain Beneficial Owners and
Management 65
Item 13. Certain Relationships and Related Transactions 65
Item 14. Controls and Procedures 65
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 66
Signatures 72
Certifications 73
PART I
ITEM 1. BUSINESS
Global Industries, Ltd. provides construction services
including, pipeline construction, platform installation and
removal, diving services, and construction support to the offshore
oil and gas industry in the United States Gulf of Mexico (the "Gulf
of Mexico") and in selected international areas. Unless the
context indicates otherwise, all references to the "Company" or
"Global" refer to Global Industries, Ltd. and its subsidiaries.
The Company began as a provider of diving services to the
offshore oil and gas industry thirty 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 barges that have
various combinations of pipelay, pipebury, and derrick
capabilities. The Company's fleet includes sixty-six manned
vessels that were available for service during 2002. At December
31, 2002, the Company's fleet consisted of seventy-one vessels.
In the fourth quarter of 2002, management reviewed the
Company's management structure and effective January 1, 2003
reorganized its operating management structure and its existing
business lines, Offshore Construction and Installation and Diving,
to focus on core operations and specialized markets. These changes
were made to adapt to certain marketplace conditions in the
Company's domestic and international operations. In conjunction
with the reorganization, the Company will eliminate non-core and
under performing assets relating to certain of its marine assets
and support facilities. The Company recorded a one-time pretax
non-cash charge of $45.8 million in December 2002 associated with
these assets. (See Note 13 of the Notes to Consolidated Financial
Statements included elsewhere in this Annual Report.)
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, and diving services.
The Company is equipped to provide services from shallow water
to water depths of over 10,000 feet. 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 this 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 then submerged in the water as the barge is moved
forward forty feet by its anchor winches, or in some instances on-
board thrusters; the process is then repeated. Dynamic positioning
technology uses on-board thrusters in conjunction with global
positioning system technology, which enables a vessel to remain on
station or move with precision without the use of anchors. 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 of pipelaying, 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, a 275-foot dynamically positioned
pipelay/derrick barge, 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 of pipelaying also 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, a 444-foot dynamically positioned pipelay/heavy-
lift barge, is also 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 dynamically positioned SWATH (Small
Waterplane Area Twin Hull) vessel that provides support services in
water depths to 8,000 feet. Use of the Pioneer's 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 dive support
vessels ("DSV"s). The Pioneer's current base of operations is the
Gulf of Mexico.
In the Gulf of Mexico, The United States Department of
Interior Minerals Management Service ("MMS") requires the burial of
all offshore oil and gas pipelines that are 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 1997, the
Company obtained the Mudbug technology. The Mudbug is used to
simultaneously lay and bury pipelines providing 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 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. Current MMS regulations require platforms
to be removed within twelve months after production ceases and
that the site be restored to meet stringent standards. According
to MMS, in December 2002 there were 4,034 platforms on active
leases 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, the Company operates a
fleet of six DSVs domestically and ten DSVs internationally.
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,
thereby reducing the time necessary to complete the job and
reducing 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 has been at the forefront in the development of
many underwater welding techniques and believes it 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.
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 its
liftboats to the offshore service industry, it is also using the
liftboats in its pipeline and platform repair, inspection,
maintenance, removal, and diving services. Currently, the Company
operates twenty-two liftboats in the U.S. Gulf of Mexico.
The Company also operates other offshore support vessels
("OSVs") 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, 2002,
the Company provided offshore marine construction services to over
100 customers. Its largest single customer in any one of the last
three years accounted for 34% of consolidated revenues. Sales to
Petroleos Mexicanos (PEMEX) were greater than 10% of consolidated
revenues in 2002, 2001, and 2000. The loss of these revenues could
have a material adverse effect on the Company's Latin American
segment. 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
commissioning), 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.
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 modern 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 Technip-Coflexip S.A.,
Heerema S.A., Stolt Offshore 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 domestic
projects include many smaller companies including Horizon Offshore,
Inc., Offshore Specialities Fabricators, Inc., and Torch, Inc.
Many shallow water competitors compete primarily based on price.
Backlog
As of January 31, 2003, the Company's backlog of construction
contracts supported by written agreements amounted to approximately
$253.9 million ($71.3 million for the U.S. Gulf of Mexico and
$182.6 million for international operations), compared to the
Company's backlog at January 31, 2002, of $361.2 million ($73.0
million for the U.S. Gulf of Mexico and $288.2 million for
international operations). Management expects approximately 99% of
the Company's backlog to be performed in 2003. The Company does
not consider its backlog amounts to be a reliable indicator of
future earnings.
Patents
The Company owns or is the licensee of a number of patents
in the United States and in other countries related to
pipelaying. For example, the Company owns United States Patent
Number 6,328,502. This patent involves a novel barge system for
laying deep water subsea pipelines either by means of reeled pipe
or conventional pipelaying procedures and covers several features
incorporated into the Hercules. The Company is currently
pursuing patent protection for this invention in a number of
foreign countries. The Company has also obtained technology by
acquiring the assets of other companies and through license
agreements with other companies such as the Mudbug pipe burying
technology and certain aspects of the Chickasaw's reel
technology. While the Company's continuing technical operations
are not materially dependent on any one or more of its licenses
or patent rights, they do enhance the Company's competitive
position.
Employees
The Company's work force varies based on the Company's
workload at any particular time. During 2002, the number of
Company employees ranged from a low of 1,934 to a high of 2,589,
and as of January 31, 2003, the Company had 1,911 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.
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
U.S. Gulf of Mexico, where the Company derived over 28% of its
revenues in 2002, 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 $0.3 million in expenditures
during the year ended December 31, 2002. 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.
RISK FACTORS
The following risks and uncertainties are associated with the
Company's business:
The Company's debt instruments contain covenants that limit its
operating and financial flexibility.
Under the terms of the Company's syndicated bank credit
facility, it must maintain minimum levels of tangible net worth,
not exceed levels of debt specified in the agreement, and comply
with, among other things, a fixed coverage ratio and a leverage
ratio. The Company amended this credit facility effective March
31, 2002. This amendment reduced the consolidated net worth
covenant requirement to $440.0 million for the quarter ending
September 30, 2002 and thereafter. In January 2003, the Company
amended further this credit facility. This amendment excludes
the one-time non-cash charge made in 2002 from all covenant
calculations. For a more detailed discussion of amendments to
our syndicated bank credit facility, see "Management's Discussion
and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources".
The Company's ability to meet the financial ratios and tests
under its credit facility can be affected by events beyond its
control, and it may not be able to satisfy those ratios and
tests. If the Company fails to comply with these ratios and
tests, and is unable to obtain a waiver, its lenders will be
entitled to, among other things, accelerate the debt outstanding
under the credit facility so that it is immediately due and
payable, and no further borrowings would be available under the
revolving credit facility. Any acceleration of the debt
outstanding under the credit facility would have a material
adverse effect on the Company's financial condition.
The Company's ability to incur debt and issue letters of credit
is limited, which could limit the number and size of contracts it
can obtain and/or perform.
The Company's current syndicated revolving loan facility is
limited to $100.0 million. To the extent that certain contracts
require substantial amounts of working capital and/or performance
letters of credit, the Company may be limited in the number and
size of contracts it can perform.
The Company's business is substantially dependent on the level of
capital expenditures in the oil and gas industry and volatility
in oil and natural gas prices could adversely effect its results
of operations.
The demand for the Company's services depends on the
condition of the oil and gas industry and, in particular, on the
capital expenditures of companies engaged in the offshore
exploration, development and production of oil and natural gas.
Capital expenditures by these companies are primarily influenced
by prevailing oil and natural gas prices and expectations about
future prices and exploration and production costs.
Historically, prices of oil and natural gas and offshore
exploration, development and production have fluctuated
substantially. In the current period of uncertainty oil and gas
companies have moderated capital expenditures in economically marginal
production areas. This has decreased demand for offshore
construction and related services in certain segments in which
the Company participates, and has resulted in increased competition
in certain segments for available projects, which could result in
lower profit margins. A sustained period of substantially reduced
capital expenditures by oil and gas companies such as existed in 1999
and 2000, whether as a result of volatility of oil and natural gas prices
or significant or prolonged reduction in oil and natural gas
prices would likely result in continued decreased demand for the
Company's services, low margins and net losses.
The Company's international operations expose it to additional
risks inherent in doing business abroad.
A significant portion of the Company's revenue is derived
from operations outside the United States. The scope and extent
of its operations outside of the U.S. Gulf of Mexico means the
Company is exposed to the risks inherent in doing business
abroad. These risks include:
currency exchange rate fluctuations, devaluations and restrictions
on currency repatriation;
unfavorable taxes, tax increases and retroactive tax claims;
the disruption of operations from labor and political disturbances;
insurrection or war that may disrupt or limit markets;
expropriation or seizure of our property;
nullification, modification or renegotiation of existing contracts;
regional economic downturns;
import-export quotas and other forms of public and governmental
regulation; and
The Company cannot predict the nature of foreign
governmental regulations applicable to its operations that may be
enacted in the future. In many cases, the Company's direct or
indirect customer will be a foreign government, which can
increase our exposure to these risks. U.S. government-imposed
export restrictions or trade sanctions, under the Export
Administration Act, the Trading with the Enemy Act or similar
legislation or regulation may also impede our ability, or the
ability of our customers, to operate or continue to operate in
specific countries. These factors could have a material adverse
effect on the Company's financial condition and results of
operation.
The Company is exposed to the substantial hazards and risks
inherent in marine construction and its insurance coverage is
limited.
The Company's business involves a high degree of operational
risks. Hazards and risks that are inherent in marine operations
include capsizing, grounding, colliding and sustaining damage
from severe weather conditions. In addition, the Company's
construction work can disrupt existing pipeline platforms and
other offshore structures. Any of these could cause damage to or
destruction of vessels, property or equipment, personal injury or
loss of life, suspension of production operations or
environmental damage. The failure of offshore pipelines or
structural components during or after installation by us could
also result in similar injuries or damages. Any of these events
could result in interruption of the Company's business or
significant liability.
The Company cannot always obtain insurance for its operating
risks, and it is not practical to insure against all risks in all
geographic areas. Uninsured liabilities resulting from the
Company's operations may adversely effect its business and
results of operations.
The Company depends on significant customers.
Some of the Company's industry segments derive a significant
amount of their revenues from a small number of customers. For
example, sales to PEMEX represented more than 10% of the
Company's consolidated revenue and a majority of its Latin
American revenue in 2002 and 2001. The inability of these
segments to continue to perform services for a number of their
large existing customers, if not offset by contracts with new or
other existing customers, could have a material adverse effect on
our business and operations.
The Company utilizes percentage-of-completion accounting.
Since the Company's contract revenues are recognized on a
percentage-of-completion basis, it periodically reviews contract
revenue and cost estimates as the work progresses. Accordingly,
adjustments are reflected in income in the period when any
revisions are determined. To the extent that these adjustments
result in a reduction of previously reported profits, we would
recognize a charge against current earnings that may be
significant depending on the size of the adjustment.
The Company may not complete its fixed-price contracts within the
Company's original estimates of costs, which will adversely
effect our results.
Because of the nature of the offshore construction industry,
most of the Company's projects are performed on a fixed-price
basis. The profits we realize on one of the Company's contracts
will often vary from the estimated amounts because of changes in
offshore job conditions and in labor and equipment productivity.
In addition, the Company sometimes bears the risk of delays
caused by bad weather conditions. The Company may suffer lower
profits or even losses on projects because of cost overruns
resulting from these or other causes.
The Company has incurred losses in recent periods and may incur
additional losses in the future.
In recent years the Company has incurred losses from
operations, particularly during periods of low industry-wide
demand for marine construction services. The Company incurred
net losses in 2000, primarily because of weaker demand for its
services. The Company was profitable in 2002 (exclusive of the
one-time non-cash charge) and 2001, but it may not be profitable
in the future. The Company may not be able to sustain or
increase such profitability on a quarterly or annual basis due to
the volatility in the oil and gas industry.
If the Company is unable to attract and retain skilled workers
its business will be adversely affected.
The Company's operations depend substantially upon its
ability to continue to retain and attract project managers,
project engineers and skilled construction workers such as
divers, welders, pipefitters and equipment operators. The
Company's ability to expand its operations is impacted by its
ability to increase its labor force. The demand for skilled
workers in its industry is currently high and the supply is
limited. As a result of the cyclical nature of the oil and gas
industry as well as the physically demanding nature of the work,
skilled workers may choose to pursue employment in other fields.
A significant increase in the wages paid or benefits offered by
competing employers could result in a reduction in the Company's
skilled labor force, increases in it's employee costs, or both.
If either of these events occur, the Company's operations and
results could be materially adversely affected.
The Company's operations could suffer with the loss of one of its
senior officers or other key personnel.
The Company's success depends heavily on continued services
of its Senior Management and key employees, including William J.
Dore', its founder, Chairman of the Board and Chief Executive
Officer. The Company's officers and key personnel have extensive
experience in its industry so if the Company were to lose any of
its key employees or executive officers, its operations could
suffer.
The Company's industry is highly competitive.
Offshore construction companies compete intensely for
projects. Contracts for the Company's services are generally
awarded on a competitive bid basis, and intense price competition
is a primary factor in determining who is awarded the job.
Customers also consider availability and capability of equipment,
reputation, experience and safety record of the contender, in
awarding jobs. Certain competitors may be willing to sustain
losses on projects to gain experience or market share, to cover
fixed costs of their fleets or to avoid the expense of
temporarily idling vessels, resulting in reduced prices. During
industry down cycles in particular, the Company may have to
accept lower rates for its services and vessels or increase
contractual liabilities. As the Company has increased its
operations in deeper waters and internationally, it has
encountered additional competitors, many of who have greater
experience than the Company in these markets and greater
resources. As large international companies relocate vessels to
the Gulf of Mexico, levels of competition may increase and the
Company's business could be adversely affected.
Additionally, the Company's competitiveness in international
markets may be adversely affected by regulations requiring, among
other things, the awarding of contracts to local contractors, the
employment of local citizens and/or the purchase of supplies from
local vendors or which favor or require local ownership.
Compliance with environmental and other governmental regulations
could be costly and could negatively impact our operations.
The Company's vessels and operations are subject to and
affected by various types of governmental regulation, including
many international, federal, state and local environmental
protection laws and regulations. These laws and regulations are
becoming increasingly complex and stringent, and compliance is
becoming more difficult and expensive. The Company may be
subject to significant fines and penalties for non-compliance,
and some environmental laws impose joint and several "strict
liability" for cleaning up spills and releases of oil and
hazardous substances, regardless of whether it was negligent or
at fault. These laws and regulations may expose the Company to
liability for the conduct of or conditions caused by others, or
for our acts that complied with all applicable laws at the time
we performed the acts.
Adoption of laws or regulations that have the effect of
curtailing exploration for and production of oil and natural gas
in the Company's areas of operation could adversely affect its
operations by reducing demand for the Company's services. In
addition, new laws or regulations, or changes to existing laws or
regulations may increase our costs or otherwise adversely affect
the Company's operations.
The Company's principal shareholder is able to exercise substantial
influence.
As of March 6, 2003, Mr. Dore' beneficially owns
approximately 29% of the Company's outstanding common stock. As
a result, Mr. Dore' is able to exercise substantial influence on
the outcome of matters requiring a shareholder vote, including
the election of directors. This influence may have the effect of
delaying, deferring or preventing a change in the Company's
control.
The Company limits foreign ownership of the Company, which could
reduce the price of its common stock.
The Company's articles of incorporation limit the percentage
of outstanding common stock and other classes of voting
securities that non-United States citizens can own. Applying the
statutory requirements applicable today, the Company's articles
of incorporation provides that no more than 25% of its
outstanding common stock may be owned by non-United States
citizens. These restrictions may at times preclude United States
citizens from transferring their common stock to non-United
States citizens. This may also restrict the available market for
resale of shares of common stock and for the issuance of shares
by us and could adversely affect the price of its stock.
Provisions in the Company's corporate documents and Louisiana law
could delay or prevent a change in control of the Company, even
if that change would be beneficial to its shareholders.
The existence of some provisions in the Company's corporate
documents could delay or prevent a change in control of the
Company, even if that change would be beneficial to its
shareholders. The Company's articles of incorporation and by-
laws contain provisions that may make acquiring control of the
Company difficult, including: provisions relating to the
nomination and removal of its directors; provisions
regulating the ability of its shareholders to bring
matters for action at annual meetings of its shareholders; and
the authorization given to its board of directors to issue and
set the terms of preferred stock. Louisiana law also effectively
limits the ability of a potential acquirer to obtain a written
consent of the Company's shareholders.
The Company may issue preferred stock whose terms could adversely
affect the voting power or value of its common stock.
The Company's articles of incorporation authorize it to
issue, without the approval of its stockholders, one or more
classes or series of preferred stock having such preferences,
powers and relative, participating, optional and other rights,
including preferences over its common stock respecting dividends
and distributions, as its board of directors generally may
determine. The terms of one or more classes or series of
preferred stock could adversely impact the voting power or value
of the Company's common stock. For example, the Company might
grant holders of preferred stock the right to elect some number
of the Company's directors in all events or on the happening of
specified events or the right to veto specified transactions.
Similarly, the repurchase or redemption rights or liquidation
preferences the Company might assign to holders of preferred
stock could affect the residual value of the common stock.
The Company has no plans to pay dividends on its common stock.
The Company has no plans to pay dividends in the foreseeable
future. The Company intends to invest its future earnings, if
any, to fund our growth. Any payment of future dividends will be
at the discretion of the Company's board of directors and will
depend upon, among other things, our earnings, financial
condition, capital requirements, level of indebtedness,
contractual restrictions applying to the payment of dividends,
and other considerations that our board of directors deems
relevant.
SEC REPORTING
The Company electronically files certain documents with the
SEC. The Company files annual reports on Form 10-K;
quarterly reports on Form 10-Q; current reports on Form 8-K;
along with any related amendments and supplements thereto. From
time-to-time, we may also file registration and related
statements pertaining to equity or debt offerings. You
may read and copy any materials the Company files with
the SEC at the SEC's Public Reference Room at 450 Fifth Street,
NW, Washington, DC 20549. You may obtain information regarding
the Public Reference Room by calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains an internet website at www.sec.gov
that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with
the SEC.
The Company provides electronic access to its periodic and current
reports on its internet website, www.globalind.com. These
reports are available on the Company's website as soon as reasonably
practicable after the Company electronically files such materials with the
SEC. Information on the Company's website does not constitute part of this
Annual Report. You may also contact the Company's investor relations
department at 713-479-7979 for paper copies of these reports free
of charge.
ITEM 2. PROPERTIES
The Company owns a fleet of twenty construction barges,
twenty-two liftboats, and twenty-nine DSVs, OSVs, and other support
vessels. Seventeen 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 16 of this Annual Report.
The Company's Hercules is a 444-foot dynamically positioned
pipelay/heavy-lift barge with a 2,000-ton crane capable of
performing revolving lifts up to approximately 1,600 tons. The
Hercules 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 using its portable reel. This reel
is capable of being removed and installed on the Hercules as
deemed necessary and as job demands change. The Hercules'
current base of operations is U.S. Gulf of Mexico.
The Chickasaw, a 275-foot dynamically positioned
pipelay/derrick barge, has a dedicated pipelay reel 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 additional 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 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. The Chickasaw's current base of operations
is the U.S. Gulf of Mexico.
In April of 2001, the Company entered into a long-term
agreement to charter the Titan 2. The Titan 2 is a 456-foot
dynamically positioning, self-propelled, twin-hulled derrick ship
capable of lifting 880 tons and with over 23,000 square feet of
working deck area. At the end of 2001, the Titan 2 was in the
process of being configured with a dynamic positioning system and
additional quarters. These additions were completed in the first
quarter of 2002. The Titan 2 current base of operations is
Mexico's Bay of Campeche.
Global's Pioneer is a dynamically positioned 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 is the U. S. Gulf of Mexico.
The Company operates twenty-two liftboats. Liftboats are
self-propelled, self-elevating vessels, which can efficiently
support offshore construction and other services, including dive
support and salvage operations in water depths up to 180 feet. 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, with the
exception of the Titan 2, and fifty-one 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 International
Maritime Organization or the U.S. Coast Guard and are inspected by
the American Bureau of Shipping, Bureau Veritas, Lloyd's Registry
or Det Norske Veritas.
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 following table summarizes the Company's significant existing
facilities as of December 31, 2002:
Approximate
Square Feet Owner/Leased
Location Principal Use or Acerage (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 13,154 sq. ft. Leased (Dec. 2004)
Cd. Del Carmen,
Mexico Warehouses 7,874 sq. ft. Leased (Dec. 2003)
Cd. Del Carmen,
Mexico Office/Workshop 41,042 sq. ft. Owned
Bangkok, Thailand Office 7,545 sq. ft. Leased (Jul. 2003)
Bangkok, Thailand Office 3,998 sq. ft. Leased (Apr. 2005)
Batam Island,
Indonesia Shore base 52 acres Leased (Mar. 2028)
Sharjah, United
Arab Emirates Office/Shore base 64,946 sq. ft. Leased (Nov. 2003)
________________
(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 Year Living
Length Lift Diameter Depth Acquired/ Quarter
Vessel Type (Feet) (Tons) (Inches) (Feet) Leased Capacity
____________________ ______ _______ ________ _______ _________ ________
Construction Barges:
Titan 2 Derrick 456 880 -- -- 2001 326
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
Chickasaw Pipelay/reel/derrick 275 160 12.75 6,000 1990 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
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
SWATH Vessel:
Pioneer Multi-service 200 50 -- -- 1996 57
_______________________________________________________________________________
ter of 2002, the construction barges,
Seneca, Delta I and MAD II, were taken out of service. These
vessels have been reclassified to the Assets Held For Sale category
on the balance sheet and are expected to be sold in the next twelve
months (See Note 13 of the Notes to the Consolidated Financial
Statements included elsewhere in this Annual Report).
In the second quarter of 2002, the construction barge, Subsea
Constructor, was converted to a cargo barge, the CB7.
ITEM 3. LEGAL PROCEEDINGS
In November of 1999, the Company notified Groupe GTM that as a
result of material adverse changes and other breaches by Groupe
GTM, the Company was no longer bound by and was terminating the
Share Purchase Agreement to purchase the shares of ETPM S.A.
Groupe GTM responded stating that they believed the Company was in
breach. The Share Purchase Agreement provided for liquidated
damages of $25.0 million to be paid by a party that failed to
consummate the transaction under certain circumstances. The
Company has notified Groupe GTM that it does not believe that the
liquidated damages provision is applicable to its termination of
the Share Purchase Agreement. On December 23, 1999, Global filed
suit against Groupe GTM in Tribunal de Commerce de Paris to
recover damages. On June 21, 2000, Groupe GTM filed an answer
and counterclaim against Global seeking the liquidated damages of
$25.0 million and other damages, costs and expenses of
approximately $3.2 million based at current exchange rates. The
Paris Commercial court has set a date of May 28, 2003 for the
oral hearing. The Company believes that the ultimate outcome of these
matters will not have a material adverse effect on its business or
financial statements.
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.
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 March 21, 2003 follow:
Name Age Position
____ ___ ________
William J. Dore' 60 Chairman of the Board of Directors and
Chief Executive Officer
Peter S. Atkinson 55 President
J. Michael Pearson 55 Chief Operating Officer
James J. Dore' 48 President, Global Divers and Marine Contractors
Timothy W. Miciotto 59 Senior Vice President, Chief Financial Officer
Russell J. Robicheaux 54 Senior Vice President, General Counsel
Byron W. Baker 46 Senior Vice President, Gulf of Mexico
Operations, Equipment and Regulatory
Wilmer J. Buckley, Jr. 52 Senior Vice President, Human Resources
Lawrence C. McClure 47 Senior Vice President, Engineering and
Deepwater Technology
Robert L. Patrick 52 Senior Vice President, West Africa, South
America and the Caribbean
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.
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. Pearson joined the Company in January of 2002 as Senior
Vice President-Strategic Planning. In May 2002, he was named
Chief Operating Officer. Prior to joining Global, Mr. Pearson
served in a general management position for Enron Engineering and
Construction Co. during 2000 and 2001. Prior to that position,
Mr. Pearson served as Executive Vice President for Transoceanic
Shipping Co. in 1999 and as President and Chief Executive Officer
for International Industrial Services, Inc. from 1997 to 1999.
In addition, Mr. Pearson served in various management capacities
at McDermott International, Inc. for twenty-four years.
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 August 2001, he was named Senior Vice President, Diving and
Special Services. In January 2001, Mr. Dore' became President of
the Association of Diving Contractors. In November 2002, Mr.
Dore' was named President of Global Divers and Marine
Contractors. Mr. Dore' is the brother of William J. Dore'.
Mr. Miciotto joined the Company as Vice President and Chief
Financial Officer in June 2000. In August 2001, he was named
Senior Vice President, Chief Financial Officer. Mr. Miciotto has
over thirty 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. Robicheaux joined the Company in August 1999 as Vice
President and General Counsel. In August 2001, he was named
Senior Vice President, 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.
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. In August 2001, he was named
Senior Vice President, Equipment, Operations, and Regulatory. In
May 2002, Mr. Baker was named Senior Vice President, Gulf of Mexico
Operation, Equipment and Regulatory. 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. Buckley joined the Company in February 1995 as Corporate
Director of Human Resources. Mr. Buckley was named Vice
President, Human Resources in April 1997. In August 2001, he was
named Senior Vice President, Human Resources. 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. 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. In August 2001, he was named Senior Vice
President, OCD and Engineering. In May 2002, Mr. McClure was
named Senior Vice President, Engineering and Deepwater
Technology. 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. In August 2001, he was
named Senior Vice President, Project Management Services. 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. In May 2002, Mr. Patrick was named Senior
Vice President Estimating and Project Management Services.
In March 2003, he was named Senior Vice President West Africa,
South America and the Caribbean. Mr. Patrick has over twenty-five
years of experience in marine engineering and offshore construction.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
Common Stock Trading and Dividends
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, 2001- March 31, 2001 $ 16.000 $ 12.000
April 1, 2001- June 30, 2001 17.460 12.470
July 1, 2001- September 30, 2001 13.110 4.990
October 1, 2001- December 31, 2001 9.380 5.430
January 1, 2002- March 31, 2002 $ 9.510 $ 7.380
April 1, 2002- June 30, 2002 9.998 6.650
July 1, 2002- September 30, 2002 6.850 3.950
October 1, 2002- December 31, 2002 4.910 3.440
As of March 20, 2003, there were approximately 1,200 holders
of record of Common Stock and approximately 10,000 beneficial
holders 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."
Pursuant to the Global Industries, Ltd., Non-Employee Directors'
Compensation Plan, each non-employee director may elect to receive up
to $20,000 of his or her annual retainer and meeting fees in shares
of common stock based upon the average of the closing prices of the
common stock on the twenty trading days preceding the end of the year
for which payment is made. For the fiscal year ended December 31, 2002,
we issued 8,908 shares of common stock under the Global Industries, Ltd.,
Non-Employee Directors' Compensation Plan. The issuance of these shares
were exempt transactions under Section 4(2) of the Securities Act of
1933 as transactions not involving a public offering. For a more
detailed discussion of the Global Industries, Ltd., Non-Employee
Directors' Compensation Plan, see Note 7 of the Notes to Consolidated
Financial Statements included elsewhere in this Annual Report.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets for certain information as of
December 31, 2002 regarding our equity compensation plans.
Number of
securities Number of securities
to be Weighted remaining available
issued upon average for future issuance
exercise of exercise price under equity
outstanding of outstanding compensation plans
options, options, (excluding securities
warrants warrants reflected in
Plan Category and rights and rights Column (a)
_____________ ___________ ______________ ______________________
(a)
Equity compensation plans
approved by Shareholders:
1992 Stock Option Plan 2,771,176 $ 9.798 --
1992 Restricted Stock
Plan 434,378 $ 0.010 147,111
1995 Employee Stock
Purchase Plan 226,966 $ 3.545 1,141,254
1998 Equity Incentive
Plan 5,387,108 $ 9.607 1,481,890
Equity compensation plans
not approved by
Shareholders:
Non-Employee Director
Compensation Plan 8,908 $ 4.490 6,580
___________ ______________________
Total 8,828,536 2,776,835
=========== ======================
For a description of the principal terms of the Non-Employee Compensation Plan,
see Note 7 of the Notes to Consolidated Financial Statements included elsewhere
in this Annual Report.
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.
Nine Months
Ended
Twelve Months Ended December 31, December 31,
2002 2001 2000 1999 1998 1998
(1)(2) (3) (4) (5) (6)
__________ _________ ___________ __________ _________ ____________
(in thousands, except per share data)
Revenues $ 494,010 $ 406,104 $ 298,745 $ 387,452 $ 429,719 $ 342,201
Gross profit 63,478 70,849 35,383 45,600 119,716 95,973
Net (loss) income (29,363) 6,156 (16,690) (1,131) 49,953 38,971
Net (loss) income per share
Basic $ (0.30) $ 0.07 $ (0.18) $ (0.01) $ 0.55 $ 0.43
Diluted $ (0.30) $ 0.07 $ (0.18) $ (0.01) $ 0.53 $ 0.42
Weighted average common
Shares outstanding
Basic 99,511 92,753 91,982 90,700 91,488 91,498
Diluted 99,511 93,847 91,982 90,700 94,780 93,808
Ratio of earnings
to fixed Charges (7) (9) 1.4x (9) (8) (9) 7.1x 6.8x
Ratio of earnings
to fixed Charges plus
dividends (7) (9) 1.4x (9) (8) (9) 7.1x 6.8x
Total assets (10) $ 701,644 $ 748,177 $ 730,187 $ 755,935 $ 730,187 $ 730,187
Working capital (10) 75,060 64,588 37,949 58,561 78,637 78,637
Long-term debt, total (10) 126,657 234,740 236,627 252,407 210,797 210,797
________________
(1) Pursuant to FAS 142, goodwill amortization is excluded in
the net income (loss) and net income (loss) per share
amounts.
(2) Included in the net income (loss) and net income (loss) per
share amount is the effect of the one-time pretax non-cash
charge of $45.8 million. See Note 13 of the Notes to
Consolidated Financial Statements.
(3) 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.
(4) 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.
(5) Unaudited.
(6) Effective December 31, 1998, the Company changed its fiscal
year-end to December 31 of each year from March 31.
(7) For purposes of computing the ratios of earnings to fixed
charges and earnings to fixed charges plus dividends: (1)
earnings consist of income before income taxes plus fixed
charges, excluding capitalized interest, and (2) fixed
charges consist of interest expense (including capitalized
interest) and the estimated interest component of rent
expense (one-third of total rent expense). There were no
dividends paid or accrued during the periods presented above.
(8) In 1999, we guaranteed certain indebtedness of an
unconsolidated affiliated. The associated fixed charges
related to such indebtedness approximated $0.9 million for
the year ended December 31, 1999, and have not been included
in the computation of the ratios.
(9) Earnings were inadequate to cover fixed charges by $34.2
million, $20.1 million and $11.8 million for the years ended
December 31, 2002, 2000 and 1999, respectively.
(10) 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 included elsewhere in this
Annual Report.
Certain of the statements included below and in other
portions of this Annual Report, 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. 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, our ability to
continue our acquisition strategy, successfully manage our
growth, and obtain funds to finance our growth, operating risks,
contract bidding risks, the use of estimates for revenue
recognition, risks of international operations, risks of vessel
construction such as cost overruns, changes in government
regulations, and disputes with construction contractors,
dependence on key personnel and the availability of skilled
workers during periods of strong demand, the impact of regulatory
and environmental laws, the ability to obtain insurance, and
other factors discussed below. Operating risks include hazards
such as vessel capsizing, sinking, grounding, colliding, and
sustaining damage in severe weather conditions, 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.
In the fourth quarter of 2002, management reviewed the
Company's management structure and effective January 1, 2003
reorganized its operating management structure and its existing
business lines, Offshore Construction and Installation and Diving,
to focus on core operations and specialized markets. These changes
were made to adapt to certain marketplace conditions in the
Company's domestic and international operations. In conjunction
with the reorganization, the Company will eliminate non-core and
under performing assets relating to certain of its marine assets
and support facilities. The Company recorded a one-time pretax
non-cash charge of $45.8 million in December 2002 associated with
these assets. (See Note 13 of the Notes to Consolidated Financial
Statements included elsewhere in this Annual Report.)
Results of Operations
The following table sets forth, for the periods indicated,
statement of operations data expressed as a percentage of
revenues.
Year Ended December 31,
________________________________
2002 2001 2000
__________ __________ __________
Revenues 100.0% 100.0% 100.0%
Cost of revenues 87.2 82.6 88.2
__________ __________ __________
Gross profit 12.8 17.4 11.8
Goodwill amortization -- 0.8 1.0
Losses on asset disposal and impairment 9.3 -- --
Selling, general and administrative
expenses 8.0 8.8 10.5
__________ __________ __________
Operating (loss) income (4.5) 7.8 0.3
Interest expense 3.0 5.4 7.6
Other income (0.5) (0.1) (1.0)
__________ __________ __________
(Loss) income before income taxes (7.0) 2.5 (6.3)
(Benefit) provision for income taxes (1.0) 1.0 (0.9)
__________ __________ __________
(Loss) income before cumulative
effect of change in accounting
principal (6.0) 1.5 (5.4)
Cumulative effect of change
in accounting principal -- -- 0.3
__________ __________ __________
Net (loss) income (6.0)% 1.5% (5.7)%
========== ========== ==========
Our results of operations reflect the level of offshore
construction activity in the Gulf of Mexico and all international
locations, for all periods presented above. The results also
reflect our 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, 2002 Compared to Year Ended December 31, 2001
Revenues. Revenues for the year ended December 31, 2002 of $494.0
million were 22% higher than revenues for the year ended December
31, 2001 of $406.1 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 in the Gulf of Mexico Offshore Construction, Gulf of
Mexico Diving, and Asia Pacific segments and decreased activity and
lower pricing in the Gulf of Mexico Marine Support segment.
Gross Profit. For the year ended December 31, 2002, we had gross
profit of $63.5 million compared with $70.8 million for the year
ended December 31, 2001. This decrease was primarily the result of
decreased activity and/or pricing in our Gulf of Mexico Offshore
Construction, Gulf of Mexico Diving, Gulf of Mexico Marine Support
segments, a lower margin on a large EPIC contract in our West
Africa segment and lower than expected productivity associated
with three other projects, partially offset by increased activity
in our Latin America segment and a different mix of contract work
in our Asia Pacific segment. As a percentage of revenues, gross
profit for the year ended December 31, 2002 was 13% compared to
17% for the year ended December 31, 2001.
Losses on Asset Disposal and Impairment. Effective January 1,
2003 the Company reorganized its operating management structure and
its existing business lines, Offshore Construction and Installation
and Diving, to focus on core operations and specialized markets.
These changes were made to adapt to certain marketplace conditions
in the Company's domestic and international operations. In
conjunction with the reorganization, the Company will eliminate
non-core and under performing assets relating to certain of its
marine assets and support facilities. The Company recorded a one-
time pretax non-cash charge of $45.8 million in December 2002
associated with these assets.
Selling, General and Administrative Expenses. For the year ended
December 31, 2002, selling, general and administrative expenses
were $39.5 million compared to $35.7 million during the year ended
December 31, 2001. This increase is primarily attributable to
increased bad debt expense in our Gulf of Mexico Offshore
Construction, Marine Support, and Asia Pacific segments, increased
costs associated with corporate travel, and costs related to
project management enhancements and increased costs in our Latin
America segment related to the increase in activity.
Depreciation and Amortization. Depreciation and amortization,
including amortization of drydocking costs, for the year ended
December 31, 2002 was $58.3 million compared to the $53.9 million
recorded in the year ended December 31, 2001. The 8% 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, Asia Pacific, 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 year ended December 31, 2001 was $3.1 million.
Interest Expense. Interest expense decreased to $14.7 million for
the year ended December 31, 2002, compared to $21.9 million for the
year ended December 31, 2001. This 33% decrease is attributable to
lower interest rates and lower average outstanding debt levels.
Other Income. Other income increased $2.1 million to $2.3 million
for the year ended December 31, 2002 compared with income of $0.2
million for the same period in 2001. The increase is due primarily
to an insurance settlement gain.
Net (Loss) Income. For the year ended December 31, 2002, we
recorded a net loss of $29.3 million, compared to net income of
$6.2 million for the year ended December 31, 2001. Our effective
tax rate for the year ended December 31, 2002 was 14% compared to
41% for the year ended December 31, 2001. The reduction in the
effective tax rate is due primarily to the one-time non-cash
charge that the Company recorded in 2002 and its effects on taxable
income in differing taxable jurisdictions.
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
years of 2002 and 2001.
Effective January 1, 2003 we reorganized our operating management
structure and our existing business lines, Offshore Construction
and Installation and Diving, to focus on core operations and
specialized markets. These changes were made to adapt to certain
marketplace conditions in our domestic and international
operations. We will conform our segment reporting to the
aforementioned in 2003.
Gulf of Mexico Offshore Construction - During the year ended
December 31, 2002, revenues decreased due to decreased activity for
offshore construction services in the Gulf of Mexico. This
segment's gross revenues decreased 31% to $90.3 million (including
$2.6 million intersegment revenues) for the year ended December 31,
2002 compared to $130.6 million (including $4.4 million
intersegment revenues) for the year ended December 31, 2001. The
loss before income taxes increased by $21.0 million to a loss
before income taxes of $23.3 million for the year ended December
31, 2002 from a loss before income taxes of $2.3 million for the
same period in 2001, due primarily to the decreased activity and
$13.2 million of disposal and impairment costs associated with the
one-time non-cash charge in 2002, partially offset by the shifting
of costs related to certain Gulf of Mexico construction vessels
working in our Latin American segment.
Gulf of Mexico Diving - Revenues for the year ended December 31,
2002 decreased 26% to $31.2 million (including $15.4 million
intersegment revenues) compared to $42.1 million (including $15.8
million intersegment revenues) for the same period in 2001 due to
decreased activity. Due to activity declines and pricing pressures
and $3.1 million of disposal and impairment costs associated with
the one-time non-cash charge, this segment reported a loss before
income taxes for the year ended December 31, 2002 of $5.0 million
compared to income before taxes of $2.7 million during the year
ended December 31, 2001.
Gulf of Mexico Marine Support - Gulf of Mexico marine support
revenues decreased $6.3 million to $36.9 (including $4.1 million
intersegment revenues) for the year ended December 31, 2002,
compared to $43.2 million (including $4.1 million intersegment
revenues) for the year ended December 31, 2001. Approximately one-
half of the revenue decline was due to decreased activity and one-
half due to lower pricing. These declines, partially offset by an
insurance settlement gain, resulted in a decrease in income before
income taxes to $9.4 million for the year ended December 31, 2002
compared to income before income taxes of $15.5 million for the
year ended December 31, 2001.
West Africa - For the year ended December 31, 2002, revenues
increased 173% to $83.4 million from $30.6 million for the year
ended December 31, 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 $4.8 million to a loss before income
taxes of $3.4 million for the year ended December 31, 2002 from
income before income taxes of $1.4 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 181% to $171.1 million in the
year end December 31, 2002 from $60.9 million for the year ended
December 31, 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 $15.8 million to
$16.7 million for the year ended December 31, 2002 from income
before income taxes of $0.9 million for the same period ended
December 31, 2001.
Asia Pacific - Asia Pacific revenues decreased $19.5 million to
$91.9 million for the year ended December 31, 2002 from $111.4
million for the year ended December 31, 2001. Loss before income
taxes increased by $15.8 million to $18.7 million for the year
ended December 31, 2002 from a loss before income taxes of $2.9
million for the same period in 2001. This decline was due to $21.1
million of disposal and impairment costs associated with the one-
time non-cash charge in 2002 partially offset by changes in the mix
of contract work, improved pricing, and better project execution as
compared to the same period in 2001.
Middle East - Revenues were unchanged at $11.3 million for the year
ended December 31, 2002, as compared to the year ended December 31,
2001. Results declined by $6.8 million to a loss before income
taxes of $10.2 million for the year ended December 31, 2002 from a
loss before income taxes of $3.4 million for the year ended
December 31, 2001 due to $6.8 million of disposal and impairment
costs associated with the one-time non-cash charge in 2002.
Year Ended December 31, 2001 Compared to the Year Ended December 31, 2000
Revenues. Revenues for the year ended December 31, 2001 increased
36% to $406.1 million from $298.7 million for the year ended
December 31, 2000. The increase in revenues resulted primarily
from increased activity in certain areas including Asia Pacific,
Gulf of Mexico Offshore Construction, and Gulf of Mexico Diving,
and increased vessel activity and improved pricing in the Gulf of
Mexico Marine Support area.
Gross Profit. The Company's gross profit as a percentage of
revenues was 17% and 12% for the years ended December 31, 2001 and
December 31, 2000, respectively. Gross profit for the year ended
December 31, 2001 was $70.8 million as compared with $35.4 million
for the year ended December 31, 2000. The 100% increase was
largely the result of increased activity and/or improved pricing
for our services in certain areas including Gulf of Mexico Offshore
Construction, Gulf of Mexico Marine Support, West Africa, and Asia
Pacific. Included in 2001 gross profit in the Company's Latin
America segment, is a third party settlement gain of $3.9 million
relating to a prior year contract dispute (See Note 12 to the
Financial Statements).
Selling, General, and Administrative Expenses. For the year ended
December 31, 2001, selling, general, and administrative expenses
were $35.7 million compared to $31.2 million during the year ended
December 31, 2000. The increase in selling, general, and
administrative expenses is attributable to costs associated with
strengthening the Company's marketing and business development
areas and certain accounting and legal fees. As a percentage of
revenues, selling, general and administrative expenses decreased
to 9% for the year ended December 31, 2001, compared to 10%
during the year ended December 31, 2000.
Depreciation and Amortization. For the year ended December 31,
2001, depreciation and amortization, including amortization of dry-
docking costs, was $53.9 million compared to the $45.9 for the year
ended December 31, 2000. The 17% increase was principally
attributable to increased utilization of the Company's
pipelay/derrick barges, which are depreciated on a units-of-
production basis, in Asia Pacific and Gulf of Mexico Offshore
Construction.
Interest Expense. Interest expense was $21.9 million, net of
capitalized interest, for the year ended December 31, 2001,
compared to $22.8 million for the year ended December 31, 2000
primarily due to lower average outstanding debt levels, lower
effective interest rates partially offset by less capitalized
interest.
Other Income (Net). Other income decreased $2.7 million to $0.2
million for the year ended December 31, 2001 compared to $2.9
million for the same period in 2000. The difference is
attributable to a third party settlement gain and increased
interest income on funds in escrow which occurred during the year
ended December 31, 2000 and debt covenant waiver and amendment fees
during the year ended December 31, 2001. The decrease was
partially offset by the recognition of a gain on the disposition of
one vessel in 2001.
Net Income (Loss). For the year ended December 31, 2001, the
Company recorded net income of $6.2 million as compared to a net
loss of $16.7 million for the year ended December 31, 2000. The
Company's effective tax rate for the twelve months ended December
31, 2001 was 41%, compared to 15% for the twelve months ended
December 31, 2000. The increase in the effective tax rate relates
primarily to changes in taxable income in different 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 - Revenues increased 15% to
$130.6 million (including $4.4 million intersegment revenues) for
the year ended December 31, 2001 from $113.2 million (including
$2.0 million intersegment revenues) for the year ended December 31,
2000. Income (loss) before taxes improved $0.4 million, to a loss
of $2.3 million for the year ended December 31, 2001 compared to a
loss before taxes of $2.7 million for the comparable period last
year. The increase in revenues and improved income before tax was
primarily attributable to increased demand for offshore services in
the Gulf of Mexico. Although activity increased considerably
during 2001, sales volume at current margin levels was insufficient
to cover certain fixed costs resulting in a loss before tax.
Gulf of Mexico Diving - Revenues from diving-related services in
the Gulf of Mexico increased 11% to $42.1 million (including
$15.8 million intersegment revenues) for the year ended December
31, 2001 compared to $37.8 million (including $17.9 million
intersegment revenues) for the year ended December 31, 2000 due
to increased activity in higher margin saturation diving work.
The increased activity resulted in income before taxes of $2.7
million for the year ended December 31, 2001 compared to income
before taxes of $2.1 million for the year ended December 31,
2000.
Gulf of Mexico Marine Support - Revenues for this segment increased
44% to $43.2 million (including $4.1 million intersegment revenues)
for the year ended December 31, 2001, compared to $29.9 million
(including $4.6 million intersegment revenues) for the year ended
December 31, 2000. Approximately 68% and 32% of the revenue
increase was due to increase activity and improved pricing,
respectively. As a result of the overall increase in activity
levels and improved pricing, income before taxes also increased to
$15.5 million during the year ended December 31, 2001 compared to
income before taxes of $4.7 million for the year ended December 31,
2000.
West Africa - For the year ended December 31, 2001, revenues
decreased 8% to $30.6 million from $33.4 million for the year
ended December 31, 2000. The decline in revenues was due
primarily to the completion of one large contract during 2000
which had a large portion of fabrication and procurement content.
Income before taxes increased to $1.4 million for the year ended
December 31, 2001 from a loss of $5.1 million for the year ended
December 31, 2000. Earnings increased despite the decline in
revenues, due to changes in the mix of contract work.
Latin America - Revenues increased slightly to $60.9 for the year
ended December 31, 2001 from $60.8 for the year ended December
31, 2000. Income before taxes increased to $0.9 million for the
year ended December 31, 2001 from a nominal profit for the same
period in 2000. During the fourth quarter of 2001, the Company
settled a prior year contract dispute resulting in a favorable
settlement of approximately $3.9 million, which is included in
the Latin America segment's income before tax. Exclusive of the
aforementioned settlement gain, earnings declined to a loss
despite the comparable revenue levels, due to changes in the mix
of contract work.
Asia Pacific - Revenues increased 225% to $111.4 million for the
year ended December 31, 2001 from $34.3 million for the year
ended December 31, 2000. The significant improvement in revenues
was the result of increased activity in the region. Results
improved by $11.4 million to a loss before taxes of $2.9 for the
year ended December 31, 2001 from a loss before taxes of $14.3
for the same period of 2000. Sales volume at current margin
levels was insufficient to cover certain fixed costs resulting in
a loss before tax.
Middle East - Revenues decreased 12% to $11.3 million for the
year ended December 31, 2001 compared to $12.8 million for the
year ended December 31, 2000. Results improved nominally to a
loss before taxes of $3.4 for the year ended December 31, 2001
from a loss before taxes $3.5 million during the year ended
December 31, 2000. In 2001 the Company repositioned its
derrick/pipelay barge, the Navajo, from Middle East to West
Africa.
Liquidity and Capital Resources
Our cash balance increased by $16.7 million to $28.2 million
at December 31, 2002 from $11.5 million at December 31, 2001.
During the year ended December 31, 2002, our operations generated
cash flow of $88.6 million, compared to $14.6 million in 2001.
Cash flow from operations funded financing activities of $36.1
million, which includes the net repayment of debt of $107.7
million offset by $79.6 million of net proceeds of our secondary
common stock offering which was completed at the end of March
2002. Cash from operations also funded investing activities of
$35.8 million. Investing activities consisted principally of
capital expenditures and dry-docking costs. Working capital
increased by $10.5 million to $75.1 million at December 31, 2002
from $64.6 million at December 31, 2001. The increase in working
capital is due to an increase in cash and a decrease in current
maturities of long-term debt partially offset by an increase in
accounts payable and advance billings on uncompleted contracts.
Working capital is anticipated to continue to increase as activity
increases. At December 31, 2002, our backlog was $275.7 million,
as compared to a backlog of $351.6 million at December 31, 2001.
Approximately 99% of the backlog is expected to be performed during the
remainder of 2003.
Our capital expenditures during the year ended December 31,
2002 aggregated $23.8 million. We estimate that the cost to
complete capital expenditure projects in progress at December 31,
2002 will be approximately $8.4 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 December 31, 2002 (including
current maturities) includes $119.2 million of Title XI bonds and
$7.0 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 0.75% to 2.00% and 2.00% to 3.25% for prime
rate and LIBOR based borrowings, respectively. In addition, the
credit facility allows for certain fixed rate interest options on
amounts outstanding. Stock of our subsidiaries, certain real
estate, and the majority of our vessels collateralize the loans
under the credit facility. This facility currently prohibits the
payment of dividends.
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. On January
10, 2003, we amended our credit agreement. The amendment excludes
the one-time non-cash charge made in 2002 from all covenant
calculations. We paid an amendment fee of $0.1 million. The
revolving loan facility is subject to certain other financial
covenants. At December 31, 2002, we were in compliance with this
credit facility and all financial covenants. At December 31, 2002
and 2001, $7.0 million and $26.0 million were drawn against this
facility, respectively, and our spreads were LIBOR plus 2% and
LIBOR plus 3%, respectively.
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 December 31, 2002, we were in compliance with all of
our financial covenants under this facility. At December 31, 2002,
no amounts were drawn against this facility.
At December 31, 2002 our aggregate revolving facilities total
$148.0 million. In February 2003, we cancelled the $48.0 million
364-day revolving credit line. We believe that there is sufficient
capacity under our remaining $100.0 million revolving loan facility
to fund our anticipated needs. As of March 21, 2003, we had an
aggregate of $61.5 million of credit availability under our credit
facility.
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 first
quarter of 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 December 31, 2002, we were in compliance with these covenants.
We also have a $7.5 million short-term credit facility at
one of our foreign locations which is secured by a letter of
credit. Additionally, in the normal course of business, we
provide guarantees and performance, bid, and payment bonds
pursuant to agreements, or in connection with bidding to obtain
such agreements to perform construction services. All of these
guarantees are secured by parent company guarantees. The
aggregate of these guarantees and bonds at December 31, 2002 was
$78.1 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 from our lenders to repurchase up to $12.0 million
of our stock under our existing stock repurchase program. Under
this program, the Company may expend up to $30.0 million to
purchase shares of our outstanding stock. During the year ended
December 31, 2002, we repurchased an aggregate of 2.2 million
shares of stock for a total of $9.1 million. As of December 31,
2002, we had purchased 3.7 million shares since the inception of
the stock repurchase program at a total cost of $24.1 million.
These shares are held in treasury.
In April of 2001, we entered into a long-term agreement to
charter the Titan 2, a 456-foot dynamically positioned 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,
we 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 us, subject
to a termination penalty of $2.4 million and the transfer of
title of the dynamic positioning (DP) system to the owner. The
DP system was purchased by us and installed on the Titan 2 in the
first quarter of 2002 at a total cost of $8.9 million.
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, 2002 and in total thereafter
follow (in thousands):
2003 $ 2,234
2004 1,557
2005 634
2006 442
2007 2
Thereafter 7
________
Total $ 4,876
========
We expect funds available under the existing credit
facility, available cash, and cash generated from operations to
be sufficient to fund our operations (including the anticipated
increase in working capital required to fund increasing
activity), scheduled debt retirement, and planned capital
expenditures for the next twelve months. In addition, as we have
historically done, we will continue to evaluate the merits of any
opportunities that may arise for acquisitions of equipment or
businesses, which may require additional liquidity. For
flexibility, we maintain a shelf registration statement that as
of March 6, 2003 permits the issuance of up to $423.5 million of
debt and equity securities.
Industry Outlook
Events and circumstances in both our domestic and
international markets have changed the way we must operate our
business. We are constantly adapting our business to better
capitalize on these market place conditions. We have recently made
changes to reorganize and strengthen our management structure and
existing business lines, Offshore Construction and Installation and
Diving, to focus on core operations and specialized markets. We
are currently in the process of eliminating certain non-core and
under performing assets. In addition, we are actively pursuing
opportunities in the dismantlement and removal of offshore
structures, which will advance our strategy of servicing the entire
life cycle of an oil and gas development. We are confident that
the actions we are taking will enhance future operations and
financial performance worldwide. Although there are many
uncertainties facing our industry and oil and gas prices continue
to be volatile, we are optimistic about our future prospects and
the future prospects of our industry.
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 completed the required
impairment test in the second quarter of 2002 and determined that
the implementation of this statement will not have an adverse 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):
Year Ended December 31,
________________________________
2002 2001 2000
__________ __________ __________
Reported net (loss) income $ (29,363) $ 6,156 $ (16,690)
Add: Goodwill amortization, net of
tax -- 1,814 2,538
__________ __________ __________
Adjusted net (loss) income $ (29,363) $ 7,970 $ (14,152)
========== ========== ==========
Reported net (loss) income per share $ (0.30) $ 0.07 $ (0.18)
Add: Goodwill amortization, net of
tax per basic share -- 0.02 0.03
Adjusted basic earnings per share $ (0.30) $ 0.09 $ (0.15)
========== ========== ==========
Adjusted diluted earnings per share $ (0.30) $ 0.08 $ (0.15)
========== ========== ==========
The carrying amounts of goodwill as of December 31, 2002 and
December 31, 2001, were approximately $38.0 million and are
primarily 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 were 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.
FIN 46, Consolidation of Variable Interest Entities, which
applies immediately to variable interest entities created after
January 31, 2003, addresses consolidation by business enterprises
of variable interest entities. We do not expect the
implementation of this standard to currently have a significant
effect in our financial position or results of operation.
Significant Accounting Policies and Estimates
Our discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with
accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to make
estimates and judgements that affect the reported amounts of
assets, liabilities, revenues and expenses, and related
disclosures of contingent assets and liabilities. On an on-going
basis, we evaluate our estimates, including those related to
revenue recognition and long-lived assets. We base our estimates
on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances, the
results of which form the basis for making judgements about the
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. We
believe the following critical accounting policies affect our
more significant judgements and estimates used in the preparation
of our consolidated financial statements.
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. Significant changes in cost estimates due to adverse
market conditions or poor contract performance could affect
estimated gross profit, possibly resulting in a contract loss.
Moreover, adjustments, if any, are reflected in income in the
period when any adjustment is determined. To the extent that an
adjustment results in a reduction of previously reported profits,
we could recognize a charge against current earnings to reflect the
adjustment.
Accounts Receivable
The Company's accounts receivables include both billed and
unbilled receivables. These receivables often include claims and
unapproved change orders. The Company includes claims and
unapproved change orders to the extent of costs incurred in
contract revenues when (1) the contract or other evidence
provides a legal basis for the claim, (2) additional costs are
not the result of deficiencies in the Company's performance, (3)
costs are identifiable and, (4) evidence supporting the claim is
objective and verifiable. The claims and unapproved change
orders, included in accounts receivable and unbilled receivables,
amounted to $17.7 million at December 31, 2002 and $2.0 million
at December 31, 2001. Unbilled retainage at December 31, 2002
was $4.9 million and is expected to be billed in 2003. Unbilled
retainage at December 31, 2001 was $2.6 million. The Company
continually monitors its receivables for collectability and makes
the appropriate allowances when deemed necessary. Historically
the Company has not experienced any significant losses on
receivables.
Property and Equipment
Long-lived assets held and used by us are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. We
assess the recoverability of long-lived assets by determining
whether the carrying values can be recovered through projected net
cash flows undiscounted and without interest charges, based on
expected operating results over their remaining lives. Future
adverse market conditions or poor operating results could result in
the inability to recover the current carrying value of the long-
lived asset, thereby possibly requiring an impairment charge in the
future.
Income Taxes
At December 31, 2002, the Company has an available net
operating loss ("NOL") carryforward for regular U.S. Federal income
tax and foreign jurisdiction purposes of approximately $71.7
million and $36.5 million, respectively, which, if not used, will
expire between 2017 and 2019, and between 2005 and 2012,
respectively. 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to the risk of changing interest rates and
foreign currency exchange rate risks. 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 five 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 ($0.4) million as of December 31, 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.
Interest on approximately $7.0 million, or 6% of our long-term
debt with a weighted average interest rate of 5.0% at December 31,
2002, 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 $0.1 million per year if we
were to maintain the same debt level and structure.
Also, we have approximately $119.2 million fixed interest rate
long-term debt outstanding with a weighted-average interest rate of
approximately 7.7% and a market value of approximately $138.0
million on December 31, 2002. A general increase of 1.0% in
overall market interest rates would result in a decline in market
value of the debt to approximately $128.9 million.
We use 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. We
also, to the extent possible, maintain cash balances at foreign
locations in U.S. dollar accounts. We do not believe that a change
in currency rates in the regions that we operate would have a
significant effect on our 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, 2002
and 2001, and the related consolidated statements of operations,
shareholders' equity, cash flows, and comprehensive income (loss)
for each of the three years in the period ended December 31, 2002.
Our audits also included the financial statement schedule listed
in the Index at Item 15. 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, 2002 and 2001,
and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 2002, 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, presents fairly
in all material respects the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, in
2002 the Company adopted the provisions of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" and in 2001 adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivatives Instruments and
Hedging Activities," as amended.
As discussed in Note 1 to the consolidated financial statements, in
2000 the Company changed its method of computing depreciation on
its construction barges.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 12, 2003
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
December 31, December 31,
____________ ____________
2002 2001
____________ ____________
ASSETS
Current Assets:
Cash $ 28,204 $ 11,540
Escrowed funds -- 78
Receivables - net of allowance of
$7,200 for 2002 and $2,500 for 2001
(Note 1) 112,822 131,311
Unbilled work on uncompleted contracts 31,415 15,284
Prepaid expenses and other 25,036 19,673
Assets held for sale 838 2,795
____________ ____________
Total current assets 198,315 180,681
Escrowed Funds -- 15
____________ ____________
Property and Equipment, net
(Notes 2, 3 and 6) 439,898 502,258
____________ ____________
Other Assets:
Deferred charges, net (Note 1) 20,993 22,771
Goodwill, net (Note 1) 37,655 38,032
Other (Note 12) 4,783 4,420
____________ ____________
Total other assets 63,431 65,223
____________ ____________
Total $ 701,644 $ 748,177
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term
debt (Note 3) $ 5,927 $ 26,496
Accounts payable 85,272 64,819
Employee-related liabilities 8,851 7,472
Income tax payable (Note 4) 4,588 5,705
Accrued interest 3,796 4,102
Advance billings on uncompleted
contracts 8,232 1,031
Other accrued liabilities 6,589 6,498
____________ ____________
Total current liabilities 123,255 116,123
____________ ____________
Long-Term Debt (Note 3) 120,730 208,244
____________ ____________
Deferred Income Taxes (Note 4) 16,471 25,996
____________ ____________
Other Liabilities -- 1,050
____________ ____________
Commitments and Contingencies (Note 6)
Shareholders' Equity (Note 7):
Common stock, issued, 104,139,863
and 94,381,167 shares, respectively 1,041 944
Additional paid-in capital 308,460 226,654
Treasury stock at cost (3,654,500
and 1,429,500 shares, respectively) (24,130) (15,012)
Accumulated other comprehensive
income (loss) (9,411) (10,413)
Retained earnings 165,228 194,591
____________ ____________
Total shareholders' equity 441,188 396,764
____________ ____________
Total $ 701,644 $ 748,177
============ ============
See notes to consolidated financial statements.
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, except Per Share Data)
Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
____________ ____________ ____________
2002 2001 2000
____________ ____________ ____________
Revenues (Note 9) $ 494,010 $ 406,104 $ 298,745
Cost of Revenues 430,532 335,255 263,362
____________ ____________ ____________
Gross Profit (Note 12) 63,478 70,849 35,383
Goodwill Amortization -- 3,071 2,986
Losses on Asset Disposal and
Impairment (Note 13) 45,817 -- --
Selling, General and Administrative
Expenses 39,452 35,706 31,231
____________ ____________ ____________
Operating (Loss) Income (21,791) 32,072 1,166
____________ ____________ ____________
Other Expense (Income):
Interest expense 14,673 21,868 22,762
Other (2,277) (218) (2,882)
____________ ____________ ____________
12,396 21,650 19,880
(Loss) Income before Income
Taxes (34,187) 10,422 (18,714)
(Benefit) Provision for Income
Taxes (Note 4) (4,824) 4,266 (2,807)
____________ ____________ ____________
(Loss) Income before Cumulative
Effect of Change in Accounting
Principle (29,363) 6,156 (15,907)
Cumulative Effect of Change in
Accounting Principle (net of
$0.4 million of tax) (Note 1) -- -- 783
____________ ____________ ____________
Net (Loss) Income $ (29,363) $ 6,156 $ (16,690)
============ ============ ============
(Loss) Income before Cumulative
Effect Per Share
Basic $ (0.30) $ 0.07 $ (0.17)
Diluted $ (0.30) $ 0.07 $ (0.17)
Net (Loss) Income Per Share:
Basic $ (0.30) $ 0.07 $ (0.18)
Diluted $ (0.30) $ 0.07 $ (0.18)
Pro forma amounts assuming
retroactive application of
change in accounting principle
Pro forma net (loss) income $ (29,363) $ 6,156 $ (15,907)
Basic $ (0.30) $ 0.07 $ (0.17)
Diluted $ (0.30) $ 0.07 $ (0.17)
See notes to consolidated financial statements.
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in Thousands)
Common Stock Accumulated
___________________ Additional Other
Paid-In Treasury Comprehensive Retained
Shares Amount Capital Stock Income (Loss) Income Total
___________ _______ __________ __________ ______________ __________ __________
Balance at Jan. 1, 2000 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
Net income -- -- -- -- -- 6,156 6,156
Amortization of
unearned stock
compensation -- -- 1,276 -- -- -- 1,276
Restricted stock
issues, net 22,000 -- -- -- -- -- --
Exercise of stock options 504,449 5 2,001 -- -- -- 2,006
Tax effect of exercise of
stock options -- -- 618 -- -- -- 618
Common stock issued 155,961 2 1,125 -- -- -- 1,127
Reclassification
of realized loss on
hedging activities -- -- -- -- 1,158 -- 1,158
Unrealized loss on
hedging activities -- -- -- -- (1,578) -- (1,578)
Cumulative effect of
adoption of SFAS 133
on January 1, 2001 -- -- -- -- (1,023) -- (1,023)
___________ _______ __________ __________ ______________ __________ __________
Balance at Dec. 31, 2001 94,381,167 944 226,654 (15,012) (10,413) 194,591 396,764
Net loss -- -- -- -- -- (29,363) (29,363)
Amortization of unearned
stock compensation -- -- 1,188 -- -- -- 1,188
Restricted stock
issues, net -- -- (179) -- -- -- (179)
Exercise of stock options 84,620 -- 327 -- -- -- 327
Tax effect of exercise of
stock options -- -- 4 -- -- -- 4
Common stock issued 9,674,076 97 80,466 -- -- -- 80,563
Reclassification
of realized loss on
hedging activities -- -- -- -- 849 -- 849
Common stock repurchased -- -- -- (9,118) -- -- (9,118)
Unrealized gain (loss) on
hedging activities -- -- -- -- 153 -- 153
___________ _______ __________ __________ ______________ __________ __________
Balance at Dec. 31, 2002 104,139,863 $ 1,041 $ 308,460 $ (24,130) $ (9,411) $ 165,228 $ 441,188
=========== ======= ========== ========== ============== ========== ==========
See notes to consolidated financial statements.
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
_______________________________________
2002 2001 2000
____________ ____________ _____________
Cash Flows From Operating Activities:
Net (loss) income $ (29,363) $ 6,156 $ (16,690)
Adjustments to reconcile net (loss)
income to net cash provided by
operating activities
Depreciation and amortization 58,340 53,921 45,918
Provision for (recovery of)
doubtful accounts 6,311 (3,561) 4,110
(Gain) loss on sale, disposal of
property and equipment (4,041) (852) (429)
Settlement gain -- (3,908) --
Losses on Asset Disposal and
Impairment 45,817 -- --
Deferred income taxes (9,525) (797) (6,757)
Cumulative effect of change in
accounting principle -- -- 783
Other (233) 1,151 (155)
Changes in operating assets and
liabilities:
Receivables 1,772 (45,176) (9,490)
Receivables from unconsolidated
affiliate (366) 3,989 4,611
Prepaid expenses and other (5,366) (6,881) (5,090)
Account payable, employee-
related liabilities, and other
accrued liabilities 25,227 10,567 10,097
____________ ____________ _____________
Net cash provided by
operating activities 88,573 14,609 26,908
____________ ____________ _____________
Cash Flows From Investing Activities:
Proceeds from sale of assets 3,409 1,934 2,993
Decrease in escrowed funds, net 93 791 5,834
Additions to property and equipment (23,840) (13,869) (20,545)
Additions to deferred charges (16,058) (18,633) (11,580)
Other 554 -- (105)
____________ ____________ _____________
Net cash used in investing activities (35,842) (29,777) (23,403)
____________ ____________ _____________
Cash Flows from Financing Activities:
Repayment of long-term debt (249,094) (106,887) (180,097)
Proceeds from long-term debt 141,400 105,000 163,203
Proceeds from sale of common stock,
net 80,745 3,133 4,764
Repurchase of common stock (9,118) -- --
____________ ____________ _____________
Net cash (used in) provided by
financing activities (36,067) 1,246 (12,130)
____________ ____________ _____________
Cash:
Increase (decrease) 16,664 (13,922) (8,625)
Beginning of period 11,540 25,462 34,087
____________ ____________ _____________
End of period $ 28,204 $ 11,540 $ 25,462
============ ============ =============
See notes to consolidated financial statements.
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In Thousands)
Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
_______________________________________
2002 2001 2000
____________ ____________ _____________
Net (loss) income $ (29,363) $ 6,156 $ (16,690)
Other comprehensive (loss) income:
Reclassification of realized
loss on hedging activities 849 1,158 --
Unrealized gain (loss) on
hedging activities 153 (1,578) --
Cumulative effect of adoption of
SFAS No. 133 on January 1, 2001 -- (1,023) --
____________ ____________ _____________
Comprehensive (loss) income $ (28,361) $ 4,713 $ (16,690)
============ ============ =============
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 bases. 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 in consolidation.
Cash - Cash includes cash on hand, demand deposits, repurchase
agreements having maturities less than three months, and money
market funds with banks.
Accounts Receivable - Trade and other receivables are stated
at net realizable value and the allowance for uncollectible
accounts was $7.2 million and $2.5 million at December 31, 2002 and
2001, respectively. Certain receivables represent amounts that
have not yet been billed to the customer pursuant to contractually
specified milestone billing requirements. At December 31, 2002 and
2001, the Company's accounts receivable included unbilled
receivables of $20.3 million and $31.3 million, respectively. The
Company includes claims and unapproved change orders to the extent
of costs incurred in contract revenues when (1) the contract or
other evidence provides a legal basis for the claim, (2) additional
costs are not the result of deficiencies in the Company's
performance, (3) costs are identifiable and, (4) evidence
supporting the claim is objective and verifiable. The claims and
unapproved change orders, included in accounts receivable and
unbilled receivables, amounted to $17.7 million at December 31,
2002 and $2.0 million at December 31, 2001. Unbilled retainage at
December 31, 2002 was $4.9 million and is expected to be billed in
2003. Unbilled retainage at December 31, 2001 was $2.6 million.
December 31, December 31,
____________ ____________
2002 2001
____________ ____________
(in thousands)
Costs incurred on uncompleted contracts $ 168,312 $ 26,605
Estimated earnings 27,766 3,498
____________ ____________
196,078 30,103
Less: Billings to date 172,895 15,850
____________ ____________
$ 23,183 $ 14,253
============ ============
Included in accompanying balance sheets
under the following captions:
Unbilled work on uncompleted contracts 31,415 15,284
Advance billings on uncompleted contracts (8,232) (1,031)
____________ ____________
$ 23,183 $ 14,253
============ ============
Assets Held for Sale - The Company has classified 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
construction 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 $41.2 million, $35.2 million, and $29.4
million for the years ended 2002, 2001, and 2000, respectively.
Effective January 1, 2000, the Company 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 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. For the year ended 2002
and 2001, no interest was capitalized. During the year ended 2000,
interest costs of $1.4 million were capitalized.
Deferred Charges - Deferred charges consist principally of
dry-docking costs which are capitalized at cost and amortized on
the straight-line method, ranging between thirty and sixty months,
through the date of the next scheduled dry-docking. Amortization
expense approximated $17.1 million, $15.6 million, and $13.6
million for the years ended 2002, 2001, and 2000, respectively.
Accumulated amortization at December 31, 2002 and 2001 was $21.0
million and $24.4 million, respectively.
Goodwill - In June 2001, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS ") No. 142, "Goodwill and Other Intangible Assets." SFAS
No. 142 changes the accounting for goodwill from an amortization
method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased
upon adoption of this statement. We completed the required
impairment test in the second quarter of 2002 and determined that
this statement will not have an adverse impact on our consolidated
financial position or results of operations. In conjunction with
our management structure reorganization and as part of our one-
time non-cash charge, goodwill in our Middle East segment was
determined to be impaired and was written down by $0.4 million.
(See Note 13 of the Notes to Consolidated Financial Statements
included elsewhere in this Annual Report.)
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):
Year Ended December 31,
2002 2001 2000
___________ ___________ ___________
Reported net (loss) income $ (29,363) $ 6,156 $ (16,690)
Add: Goodwill amortization, net of tax -- 1,814 2,538
___________ ___________ ___________
Adjusted net (loss) income $ (29,363) $ 7,970 $ (14,152)
=========== =========== ===========
Reported net (loss) income per share $ (0.30) $ 0.07 $ (0.18)
Add: Goodwill amortization, net of tax
per basic share -- 0.02 0.03
___________ ___________ ___________
Adjusted basic earnings per share $ (0.30) $ 0.09 $ (0.15)
=========== =========== ===========
Adjusted diluted earnings per share $ (0.30) $ 0.08 $ (0.15)
=========== =========== ===========
The carrying amounts of goodwill as of December 31, 2002 and
December 31, 2001, were approximately $38.0 million and are
primarily attributable to the Company's Latin America segment.
Impairment of Long-Lived Assets - 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.
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. No impairment of assets was
recorded for the years ended 2001 and 2000.
In December 2002, management reviewed the Company's management
structure and effective January 1, 2003 reorganized its operating
management structure and its existing business lines, Offshore
Construction and Installation and Diving, to focus on core
operations and specialized markets. These changes were made to
adapt to certain marketplace conditions in the Company's domestic
and international operations. In conjunction with the
reorganization, the Company will eliminate non-core and under
performing assets relating to certain of its marine assets and
support facilities. The Company recorded a one-time pretax non-
cash charge of $45.8 million in December 2002 associated with these
assets. (See Note 13 of the Notes to Consolidated Financial
Statements included elsewhere in this Annual Report.)
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.
SFAS 148, Accounting for Stock-Based Compensation-Transition and
Disclosure, amends FASB Statement No. 123, Accounting for Stock-
Based Compensation, to provide alternative methods of transition
for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of Statement 123 to require
prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results.
SFAS 148 is effective for all changes in accounting for stock-
based compensation and financial statement disclosures subsequent
to December 15, 2002.
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 2002,
2001 and 2000 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 December 31, 2002
___________________________________________________
Recogized FAS 123
Stock Proforma Stock
Compensation Compensation
Reported Expense Expense Proforma
__________ _____________ _______________ __________
Net income (loss) $ (29,363) $ 34 $ (6,450) $ (35,779)
Net income (loss) per share
Basic $ (0.30) $ 0.00 $ (0.06) $ (0.36)
Diluted $ (0.30) $ 0.00 $ (0.06) $ (0.36)
Year Ended December 31, 2001
___________________________________________________
Recogized FAS 123
Stock Proforma Stock
Compensation Compensation
Reported Expense Expense Proforma
__________ _____________ _______________ __________
Net income (loss) $ 6,156 $ 37 $ (5,687) $ 506
Net income (loss) per share
Basic $ 0.07 $ 0.00 $ (0.06) $ 0.01
Diluted $ 0.07 $ 0.00 $ (0.06) $ 0.01
__________ _____________ _______________ __________
Year Ended December 31, 2000
___________________________________________________
Recogized FAS 123
Stock Proforma Stock
Compensation Compensation
Reported Expense Expense Proforma
__________ _____________ _______________ __________
Net income (loss) $ (16,690) $ 16 $ (4,897) $(21,571)
Net income (loss) per share
Basic $ (0.18) $ 0.00 $ (0.05) $ (0.23)
Diluted $ (0.18) $ 0.00 $ (0.05) $ (0.23)
__________ _____________ _______________ __________
The weighted-average fair value of options granted
during the year ended December 31, 2002 was $4.74. 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 65.0%, (iii) risk-free interest rate of 4.33%, and
(iv) expected life of 5.00 years.
The weighted-average fair value of options granted during
the year ended December 31, 2001 was $7.95. 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 64.71%, (iii) risk-free interest rate of 5.08%, and (iv)
expected life of 5.00 years.
The weighted-average fair value of options granted during the
year ended December 31, 2000 was $7.83. 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 64.89%, (iii)
risk-free interest rate of 5.13%, and (iv) expected life of 7.00
years.
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
method 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.
The 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.
Derivatives and Financial Instruments - The Company adopted
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended by SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," on
January 1, 2001. The Company recorded a cumulative effect charge
to Comprehensive Income (Loss) of $1.0 million in the first
quarter of 2001 in connection with the initial adoption of SFAS
No. 133.
The Company periodically enters into interest rate swaps to
manage its exposure to fluctuations in interest rates. The
Company does not use derivative financial instruments for trading
purposes. The Company has formally documented the relationship
between its interest rate derivatives and its outstanding long-
term debt, as well as the risk management strategy for the use of
the hedging instrument. Under SFAS No. 133, derivatives are
recognized on the consolidated balance sheet at fair value and
cash flows from derivative instruments are presented in net cash
flow from operating activities. The Company classifies its
interest rate swaps as cash flow hedge transactions in which the
Company is hedging the variability of cash flows related to its
variable-priced long-term debt, and in accordance with SFAS No.
133, changes in the fair value of its interest rate swaps are
reported in Comprehensive Income (Loss). The ineffective portion
of the change in fair value of the interest rate swap, if any, is
recognized in current period earnings. The gains and losses on
the interest rate swaps that are reported in Comprehensive Income
(Loss) are reclassified as earnings in the period in which
earnings are impacted by the variability of the cash flows of the
hedged item.
The aforementioned interest rate swaps effectively modify the
interest characteristics of $15.0 million of the Company's
outstanding long-term debt. The agreements involve the exchange of
a variable rate of LIBOR plus 2.00% for amounts based on fixed
interest rates of 7.38% plus 2.00%. The swap will mature in five
months. The fair value of the swap is currently recorded on the
consolidated balance sheet within current liabilities in the amount
of $0.4 million.
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, 2002 and 2001 based upon available market information
approximated $138.5 million and $238.9 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 to
the classifications adopted for reporting in 2002.
Foreign Currency Translation - The Company has 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. 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).
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 - 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 was required to
implement SFAS No. 143 on January 1, 2003, and it was determined
to have no impact on its consolidated financial position or
results of operations.
FIN 46, Consolidation of Variable Interest Entities, which
applies immediately to variable interest entities created after
January 31, 2003, addresses consolidation by business enterprises
of variable interest entities. The Company does not expect the
implementation of this standard to currently have a significant
effect in its financial position or results of operation.
2. Property and Equipment
Property and equipment at December 31, 2002 and 2001 is
summarized as follows:
December 31, December 31,
_____________ _____________
2002 2001
_____________ _____________
(in thousands)
Marine barges, vessels, and related equipment $ 506,368 $ 555,444
Machinery and equipment 64,523 64,436
Transportation equipment 4,174 4,047
Furniture and fixtures 7,451 8,952
Buildings and leasehold improvements 54,935 61,080
Land 7,531 7,531
Construction in progress 10,094 7,024
_____________ _____________
655,076 708,514
Less accumulated depreciation and amortization (215,178) (206,256)
_____________ _____________
Property and equipment - net $ 439,898 $ 502,258
============= =============
3. Financing Arrangements
Long-term debt at December 31, 2002 and 2001 consisted of the following:
December 31, December 31,
_____________ _____________
2002 2001
_____________ _____________
(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 $103.1 million at December
31, 2002 $ 89,100 $ 93,060
United States Government Guaranteed
Ship Financing Bonds, 1994 Series
dated September 27, 1994, payable in
semi-annual principal installments of
$418,000 with a final installment of
$370,000 plus interest at 8.30%,
maturing July 15, 2020, collateralized
by the Pioneer vessel and related
equipment with a net book value of
$35.5 million at December 31, 2002 14,582 15,418
United States Government Guaranteed
Ship Financing Bonds, 1996 Series
dated August 15, 1996, payable in 49
semi-annual principal installments of
$407,000 with a 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 $19.6 million at December 31,
2002 15,526 16,340
Heller Financial Inc. term loan, was
payable in monthly principal
installments of $291,667 plus interest
at variable rates (at December 31,
2001 the interest rate was 5.38%),
maturing April 1, 2003, and was
collateralized by four vessels, with a
net book value of $10.0 million at
December 31, 2001 -- 4,375
Obligation to service Lake Charles
Harbor and Terminal District Port
Improvement Revenue Bonds, dated
November 1, 1998, interest was payable
monthly at prevailing market rates,
maturing November 1, 2027, and was
collateralized by $27.9 million
irrevocable letter of credit
-- 27,600
Revolving line of credit with a
syndicate of commercial banks,
interest payable at variable rates 7,000 26,000
Term loan with a syndicate of
commercial banks -- 51,030
Other obligations 449 917
_____________ _____________
Total long-term debt 126,657 234,740
Less current maturities 5,927 26,496
_____________ _____________
Long-term debt, less current maturities $ 120,730 $ 208,244
============= =============
Annual maturities of long-term debt for each of the five years
following December 31, 2002 and in total thereafter follow (in thousands).
2003 $ 5,927
2004 12,640
2005 5,643
2006 5,645
2007 5,646
Thereafter 91,156
___________
Total $ 126,657
===========
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") were 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. These bonds
were redeemed on June 21, 2002. The $27.9 million letter of credit
collateralizing this bond was cancelled concurrently.
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 0.75% to 2.00% and 2.00% to 3.25% for prime
rate and LIBOR based borrowings, respectively. In addition, the
credit facility allows for certain fixed rate interest options on
amounts outstanding. Stock of our subsidiaries, certain real
estate, and the majority of the Company's vessels collateralize the loans
under the credit facility. This facility currently prohibits the
payment of dividends.
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. On January
10, 2003, the Company amended its credit agreement. The amendment excludes
the one-time non-cash charge made in 2002 from all covenant
calculations. The Company paid an amendment fee of $0.1 million. The
revolving loan facility is subject to certain other financial
covenants. At December 31, 2002, the Company was in compliance with this
credit facility and all financial covenants. At December 31, 2002
and 2001, $7.0 million and $26.0 million were drawn against this
facility, respectively, and its spreads were LIBOR plus 2% and
LIBOR plus 3%, respectively.
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 us in anticipation of increases in activity. The
amended revolving loan facility is subject to certain financial
covenants. At December 31, 2002, the Company was in compliance with all of
its financial covenants under this facility. At December 31, 2002,
no amounts were drawn against this facility.
At December 31, 2002 the Company's aggregate revolving facilities totaled
$148.0 million. In February 2003, the Company cancelled the $48.0 million
364-day revolving credit line. The Company believes that there is sufficient
capacity under its remaining $100.0 million revolving loan facility
to fund its anticipated needs.
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 its term loan facility and $16.0 million under
its revolving loan facility on March 27, 2002. In the first quarter
of 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.
The Company is a party to interest rate swap agreements, which
effectively modify the interest characteristics of $15.0 million of
its outstanding long-term debt. The agreements involve the
exchange of a variable interest rate of LIBOR plus 2.00% for
amounts based on fixed interest rate of 7.38% plus 2.00%. The swap
will mature in five months.
The Company has a $7.5 million short-term credit facility
available at one of its foreign locations which is secured by
parent company guarantees.
4. Income Taxes
The Company has provided for income tax expense (benefit) as
follows:
Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
_______________________________________
2002 2001 2000
____________ ____________ _____________
(in thousands)
U.S. Federal and State:
Current $ 7 $ -- $ --
Deferred (1,293) 1,874 (1,513)
Foreign:
Current 4,694 5,063 2,366
Deferred (8,232) (2,671) (3,660)
____________ ____________ _____________
Total $ (4,824) $ 4,266 $ (2,807)
Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
_______________________________________
2002 2001 2000
____________ ____________ _____________
(in thousands)
United States $ (5,232) $ 6,484 $ (4,430)
Foreign (28,955) 3,938 (14,284)
____________ ____________ _____________
Total $ (34,187) $ 10,422 $ (18,714)
The provision (benefit) for income taxes varies from the U.S. Federal
statutory income tax rate due to the following:
Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
_______________________________________
2002 2001 2000
____________ ____________ _____________
(in thousands)
Taxes at U.S. Federal statutory rate
of 35% $ (11,965) $ 3,648 $ (6,550)
Foreign tax credit (372) (408) --
Permanent book to tax differences 855 -- --
Foreign income taxes at different rates 6,596 1,014 3,705
Other 62 12 38
____________ ____________ _____________
Total $ (4,824) $ 4,266 $ (2,807)
At December 31, 2002, the Company has an available net
operating loss ("NOL") carryforward for regular U.S. Federal
income tax and foreign jurisdiction purposes of approximately
$71.7 million and $36.5 million, respectively, which, if not
used, will expire between 2017 and 2019, and between 2005 and
2012, respectively. 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, 2002 and 2001 are as follows:
December 31, December 31,
_____________ _____________
2002 2001
_____________ _____________
(in thousands)
Deferred Tax Liabilities:
Excess book over tax basis of property and
equipment $ 61,349 $ 69,273
Deferred charges 4,041 3,108
Deferred Tax Assets:
Reserves not currently deductible (373) (306)
Net operating loss carryforward (41,017) (39,019)
Capital loss carryforward (6,998) (6,998)
Foreign tax credit carryforward (2,040) --
Other 1,509 (62)
_____________ _____________
Net deferred tax liability $ 16,471 $ 25,996
============= =============
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 U.S.
Federal income tax has been provided on such earnings and, at
December 31, 2002, the cumulative amount of such undistributed
earnings approximated $25.8 million. It is not practicable to
determine the amount of applicable U.S. Federal 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 2002, 2001 or 2000.
Under the 401(k) section of the retirement plan, 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 2002, 2001 and
2000 was $0.6 million, $0.5 million, and $0.1 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 2002, 2001 and 2000, the
Company recorded no incentive compensation expense under this
plan.
6. Commitments and Contingencies
Leases - The Company leases real property and equipment in
the normal course of business under varying operating leases,
including a lease with its Chief Executive Officer. Rent expense
for the years ended 2002, 2001 and 2000 was $8.3 million, $4.8
million and $2.2 million, respectively, (of which $47,000,
$47,000, and $47,000 respectively, were related party
rental expense). The lease agreements, which include both non-
cancelable and month-to-month terms, generally provide for fixed
monthly rentals and, for certain of the real estate leases,
renewal options.
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. The Company prepaid $3.0
million of charter payments, which will be systematically applied
to future charter payments. This charter term is 120 months. This
charter can be cancelled by Global at anytime, subject to a
termination penalty of $2.4 million. Once the dynamic positioning
(DP) system has been installed, which was completed in the first
quarter of 2002, the termination penalty for the cancellation of
the charter by Global, shall be the transfer of title of the DP
system to the vessels owner.
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, 2002 and in total thereafter
follow (in thousands):
2003 $ 2,234
2004 1,557
2005 634
2006 442
2007 2
Thereafter 7
___________
Total $ 4,876
===========
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 all of the outstanding
shares of ETPM S.A. Groupe GTM responded stating that they
believed the Company was in breach. The Share Purchase Agreement
provided for liquidated damages of $25.0 million to be paid by a
party that failed to consummate the transaction under certain
circumstances. The Company has notified Groupe GTM that it does
not believe that the liquidated damages provision is applicable
to its termination of the Share Purchase Agreement. On December
23, 1999, Global filed suit against Groupe GTM in Tribunal de
Commerce de Paris to recover damages. On June 21, 2000, Groupe
GTM filed an answer and counterclaim against Global seeking the
liquidated damages of $25.0 million and other damages, costs and
expenses of approximately $3.2 million at current exchange rates.
The Paris Commercial court has set a date of May 28, 2003 for
the oral hearing. The Company believes that the ultimate outcome
of this matter will not have a material adverse effect on its
business or financial statements.
Construction and Purchases in Progress - The Company
estimates that the cost to complete capital expenditure projects
in progress at December 31, 2002 approximates $8.4 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. The majority of
these bonds expire in 2004. All of these financial instruments
are secured by parent guarantees. The aggregate of these
guarantees and bonds at December 31, 2002 was $78.1 million.
FIN 45, Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of
Others, which became effective December 15, 2002, elaborates on
the disclosures to be made by a guarantor in its interim and
annual financial statements about its obligations under certain
guarantees that it has issued. It also clarifies that a
guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. This Interpretation does
not prescribe a specific approach for subsequently measuring the
guarantor's recognized liability over the term of the related
guarantee. This Interpretation also incorporates, without change,
the guidance in FASB Interpretation No. 34, Disclosure of
Indirect Guarantees of Indebtedness of Others, which is being
superseded.
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.
Outstanding letters of credit at December 31, 2002 approximated
$19.5 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 affected 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, 2002, the Company had
purchased 3,654,500 shares since the authorization at a total cost
of $24.1 million. In 2002 and 2001, 2,225,000 and 0 shares were
purchased, respectively. Under the Company's current credit
facility stock purchases are limited to $12.0 million, of which
$9.1 million has been used at December 31, 2002.
Restricted Stock Awards and Stock Option Plans - During
2002, the Company had 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 $1.1 million, $1.3 million and $1.2
million for the years ended 2002, 2001, and 2000 respectively.
The balance of Unearned Stock Compensation to be amortized in
future periods was $2.2 million and $3.5 million at December 31,
2002 and 2001, 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
147,111 were available for grant at December 31, 2002. Shares
granted under the plan vest 33 1/3% on the third, fourth, and
fifth anniversary date of grant. During the years ended 2002,
2001 and 2000, no awards were made under the plan. During the
year ended December 31, 2002, restrictions on 1,334 shares
expired. On December 31, 2002, restrictions remained on 668
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. This plan was cancelled as discussed 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. At
the 2001 annual shareholders' meeting, the shareholders voted to
amend the Plan to increase the authorized number of shares by
4,300,000. The Plan Amendment also increased the maximum number
of shares of common stock that may be granted as options or as
restricted stock to any one individual during any calendar year
from 100,000 to 10% of the number of shares authorized under the
1998 Plan, and prohibits repricing of outstanding options without
the approval of the Company's shareholders. As a result of the
plan amendment to the 1998 Equity Incentive Plan, the Company's
1992 Stock Option Plan was terminated with respect to all shares
for which options had not been granted and any shares related to
options, which are subsequently forfeited or cancelled. As of
December 31, 2002, 7,500,000 shares of common stock have been
reserved for issuance under the plan, of which 1,481,890 were
available for grant. Restricted shares granted under the plan
vest 33 1/3% on the third, fourth and fifth anniversary date of
the grant. During the years ended 2002, 2001 and 2000, the
Company issued 20,000, 57,500 and 367,500 restricted stock
awards, respectively, with a weighted average value at the time
of issue of $7.159 per share, $11.673 per share, and $11.329 per
share, respectively. As of December 31, 2002, restrictions
remained on 434,378 shares and 120,336 shares have been
surrendered.
The following table shows the changes in options outstanding
under all plans for the years ended 2002, 2001 and 2000:
At 85% of Market At or Above Market
____________________ _____________________
Weighted Weighted
Shares Avg. Price Shares Avg. Price
_________ __________ __________ __________
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
Granted -- -- 1,806,608 10.432
Surrendered (7,330) 9.799 (556,270) 12.503
Exercised (69,850) 2.263 (434,599) 4.240
_________ __________ __________ __________
Outstanding on December 31, 2001 580,060 4.455 6,512,944 10.465
Granted -- -- 1,623,800 8.133
Surrendered (13,000) 8.706 (438,490) 11.262
Exercised (42,460) 6.951 (64,570) 3.449
_________ __________ __________ __________
Outstanding on December 31, 2002 524,600 $ 4.148 7,633,684 $ 9.983
========= ========== ========== ==========
Exercisable at December 31, 2002 486,800 $ 3.965 3,417,573 $ 10.528
========= ========== ========== ==========
The following table summarizes information about stock
options outstanding at December 31, 2002:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
_____________________________________________________ _____________________
Weighted
Average Weighted Weighted
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life (Years) Price Exercisable Price
______________ ____________ _____________ ________ ___________ ________
$ 1.54 - 1.78 288,420 0.3 $ 1.58 288,420 $ 1.58
2.33 - 3.28 687,601 2.2 2.73 687,601 2.73
3.71 - 5.51 509,575 7.9 5.28 182,975 5.42
5.59 - 8.38 2,184,490 7.9 7.85 589,390 7.43
8.42 - 12.56 3,132,998 7.2 10.49 1,267,187 10.68
12.69 - 18.25 700,100 7.6 14.46 233,700 14.87
20.19 - 20.19 655,100 4.7 20.19 655,100 20.19
______________ ____________ _____________ ________ ___________ ________
$ 1.54 - 20.19 8,158,284 6.6 $ 9.61 3,904,373 $ 9.71
Non-Employee Director Compensation Plan - 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 based upon the average of the closing prices of
the common stock on the twenty trading days preceding the end of
the year for which payment is made. 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,
2002, 18,420 shares of common stock have been issued under the
plan.
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 each year. 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, 2002, 176 employees purchased 226,966 shares at a weighted
average cost of $3.545 per share. For the year ended December
31, 2001, 224 employees purchased 114,787 shares at a weighted
average cost of $5.65 per share. For the year ended December 31,
2000, 283 employees purchased 154,247 shares at a weighted
average cost of $7.154 per share. At December 31, 2002,
1,141,254 shares were available for issuance under the plan.
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):
Income (Loss)
Net Income Weighted-Average Shares Per Share
___________________________ _______ __________
(Loss) Basic Incremental Diluted Basic Diluted
__________ ______ ___________ _______ _______ __________
Year ended
December 31, 2002 $ (29,363) 99,511 -- 99,511 $ (0.30) $ (0.30)
Year ended
December 31, 2001 6,156 92,753 1,094 93,847 0.07 0.07
Year ended
December 31, 2000 (16,690) 91,982 -- 91,982 (0.18) (0.18)
Options to purchase 1,970,808 shares of common stock, at an
exercise price range of $11.31 to $20.19 per share, were
outstanding at December 31, 2001, but were not included in the
computation of diluted EPS because the options' exercise prices
were greater than the average market price of the common shares.
All options outstanding during the years ended 2002 and 2000
were excluded from the computation of diluted EPS because the
effect of their inclusion is antidilutive.
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.
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. 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. 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 2002, 2001, and 2000. 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.
Year Ended December 31,
____________________________________
2002 2001 2000
__________ ___________ ___________
(in thousands)
Revenues from external customers:
Gulf of Mexico Offshore Construction $ 87,749 $ 126,214 $ 111,133
Gulf of Mexico Diving 15,869 26,263 19,859
Gulf of Mexico Marine Support 32,791 39,141 25,322
West Africa 83,395 30,557 33,394
Latin America 171,050 60,856 60,789
Asia Pacific 91,872 111,429 34,265
Middle East 11,284 11,265 12,819
__________ ___________ ___________
$ 494,010 $ 405,725 $ 297,581
========== =========== ===========
Intersegment revenues:
Gulf of Mexico Offshore Construction $ 2,551 $ 4,352 $ 2,043
Gulf of Mexico Diving 15,352 15,827 17,923
Gulf of Mexico Marine Support 4,111 4,091 4,620
__________ ___________ ___________
$ 22,014 $ 24,270 $ 24,586
========== =========== ===========
Interest expense:
Gulf of Mexico Offshore Construction $ 2,903 $ 5,433 $ 5,498
Gulf of Mexico Diving 668 972 965
Gulf of Mexico Marine Support 752 1,955 1,685
West Africa 1,098 2,130 1,782
Latin America 7,015 6,769 5,474
Asia Pacific 4,033 5,016 4,678
Middle East 500 1,053 1,188
__________ ___________ ___________
$ 16,969 $ 23,328 $ 21,270
========== =========== ===========
Depreciation and amortization:
Gulf of Mexico Offshore Construction $ 16,694 $ 15,253 $ 10,409
Gulf of Mexico Diving 3,484 4,006 3,459
Gulf of Mexico Marine Support 6,402 5,469 5,829
West Africa 4,726 1,713 2,395
Latin America 6,285 8,338 8,837
Asia Pacific 13,164 11,318 7,862
Middle East 1,632 2,271 3,116
__________ ___________ ___________
$ 52,387 $ 48,368 $ 41,907
========== =========== ===========
Income (loss) before income taxes:
Gulf of Mexico Offshore Construction $ (23,252) $ (2,294) $ (2,693)
Gulf of Mexico Diving (5,007) 2,671 2,050
Gulf of Mexico Marine Support 9,364 15,507 4,739
West Africa (3,344) 1,409 (5,070)
Latin America 16,695 931 39
Asia Pacific (18,724) (2,881) (14,287)
Middle East (10,222) (3,441) (3,460)
__________ ___________ ___________
$ (34,490) $ 11,902 $ (18,682)
========== =========== ===========
Segment assets at period-end:
Gulf of Mexico Offshore Construction $ 267,256 $ 295,403 $ 269,907
Gulf of Mexico Diving 20,179 26,641 34,578
Gulf of Mexico Marine Support 31,569 34,410 30,440
West Africa 72,554 50,031 31,554
Latin America 132,129 106,819 140,184
Asia Pacific 142,659 185,444 151,133
Middle East 7,717 16,840 33,658
__________ ___________ ___________
$ 674,063 $ 715,588 $ 691,454
========== =========== ===========
Expenditures for long-lived assets:
Gulf of Mexico Offshore Construction $ 9,556 $ 9,170 $ 13,007
Gulf of Mexico Diving 738 380 317
Gulf of Mexico Marine Support -- 82 5,205
West Africa 1,233 511 230
Latin America 7,065 -- 136
Asia Pacific 3,840 3,279 331
Middle East 187 18 131
__________ ___________ ___________
$ 22,619 $ 13,440 $ 19,357
========== =========== ===========
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.
Year Ended December 31,
____________________________________
2002 2001 2000
__________ ___________ ___________
(in thousands)
Revenues
Total for reportable segments $ 516,024 $ 429,995 $ 322,167
Total for other segments -- 379 1,164
Elimination of intersegment revenues (22,014) (24,270) (24,586)
__________ ___________ ___________
Total consolidated revenues $ 494,010 $ 406,104 $ 298,745
Income (loss) before income taxes
Total for reportable segments $ (34,490) $ 11,902 $ (18,682)
Total for other segments -- 67 (32)
Unallocated corp. (expenses) income 303 (1,547) --
__________ ___________ ___________
Total consolidated income (loss)
before tax $ (34,187) $ 10,422 $ (18,714)
========== =========== ===========
Segment assets at period end
Total for reportable segments $ 674,063 $ 715,588 $ 691,454
Total for other segments -- -- 2,648
Corporate assets 27,581 32,589 36,085
__________ ___________ ___________
Total consolidated assets $ 701,644 $ 748,177 $ 730,187
========== =========== ===========
Other items:
Interest Expense
Total for reportable segments $ 16,969 $ 23,328 $ 21,270
Total for other segments -- -- 23
Unallocated (over allocated)
corp. interest expense (2,296) (1,460) 1,469
__________ ___________ ___________
Total consolidated interest expense $ 14,673 $ 21,868 $ 22,762
========== =========== ===========
Depreciation and amortization
Total for reportable segments $ 52,387 $ 48,368 $ 41,907
Total for other segments -- -- 108
Unallocated corporation depreciation 5,953 5,553 3,903
__________ ___________ ___________
Total consolidated depreciation and
amortization $ 58,340 $ 53,921 $ 45,918
========== =========== ===========
Expenditures for long-lived assets
Total for reportable segments $ 22,619 $ 13,440 $ 19,357
Total for other segments -- -- --
Corporate expenditures 1,221 429 1,188
__________ ___________ ___________
Total consolidated expenditures $ 23,840 $ 13,869 $ 20,545
========== =========== ===========
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.
Year Ended December 31,
____________________________________
2002 2001 2000
__________ ___________ ___________
(in thousands)
Revenues from external customers
United States $ 136,409 $ 191,997 $ 157,478
Foreign areas 357,601 214,107 141,267
__________ ___________ ___________
$ 494,010 $ 406,104 $ 298,745
========== =========== ===========
Long lived assets at period end
United States $ 265,242 $ 302,182 $ 313,274
Foreign areas 174,656 200,076 211,727
__________ ___________ ___________
$ 439,898 $ 502,258 $ 525,001
========== =========== ===========
9. Major Customers
Sales to various customers for 2002, 2001, and 2000 that amount to 10% or
more of the Company's revenues, follows:
Year Ended December 31,
_____________________________________________________________
2002 2001 2000
__________ ______ __________ ______ _________ ______
(dollars in thousands)
Customer A $ -- -- $ 45,014 11% $ -- --
Customer B -- -- -- -- 47,926 16%
Customer C 168,105 34% 51,388 13% 42,580 14%
Sales to Customer A for all periods presented in the table
were reported by the Company's Asia Pacific segment. Sales to
Customer B were reported by the Company's Gulf of Mexico segments
and its West Africa segments. Sales to Customer C were reported
by the Company's Latin America segment.
10. Supplemental Disclosures of Cash Flow Information
Supplemental cash flow information for 2002, 2001, and 2000
are as follows:
Year Ended December 31,
____________________________________
2002 2001 2000
__________ ___________ ___________
(in thousands)
Cash paid for:
Interest, net of amount capitalized $ 14,979 $ 23,218 $ 17,530
Income taxes 12,474 4,281 5,387
Other Non-Cash Transactions:
During 2002, 2001, and 2000 the tax effect of the exercise
of stock options resulted in an increase in additional paid-in
capital and reductions to income taxes payable of $0.6 million,
$1.3 million, and $0.7 million, respectively.
11. Interim Financial Information (Unaudited)
The following is a summary of consolidated interim financial
information for 2002 and 2001:
Three Months Ended
__________________________________________
March 31 June 30 Sept. 30 Dec. 31
_________ _________ _________ _________
(in thousands, except per share amounts)
Year Ended December 31, 2002
Revenues $ 104,665 $ 157,443 $ 128,798 $ 103,104
Gross profit 6,872 27,802 22,435 6,369
Net (loss) income (4,836) 9,834 5,452 (39,813)
Net (loss) income per share
Basic $ (0.05) $ 0.10 $ 0.05 $ (0.40)
Diluted $ (0.05) $ 0.10 $ 0.05 $ (0.40)
Three Months Ended
__________________________________________
March 31 June 30 Sept. 30 Dec. 31
_________ _________ _________ _________
(in thousands, except per share amounts)
Year Ended December 31, 2001
Revenues $ 71,271 $ 109,018 $ 115,859 $ 109,956
Gross profit 9,067 20,531 22,385 18,866
Net income (loss) (3,071) 2,841 4,324 2,062
Net income (loss) per share
Basic $ (0.03) $ 0.03 $ 0.05 $ 0.02
Diluted $ (0.03) $ 0.03 $ 0.05 $ 0.02
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.
During the course of Global's business relationship with
CCC, various contract disputes arose and Global pursued certain
legal remedies regarding these disputes during 2000 and 2001. On
November 2, 2001, the Company entered into a settlement agreement
with CCC to settle any and all disputes. This settlement
agreement resulted in a non-cash gain of approximately $3.9
million ($2.3 million after tax) which is included in the
Company's gross profit for the fourth quarter of 2001.
13. Losses on Asset Disposal and Impairment
In the fourth quarter of 2002, management reviewed the
Company's management structure and effective January 1, 2003
reorganized its operating management structure and its existing
business lines, Offshore Construction and Installation and Diving,
to focus on core operations and specialized markets. These changes
were made to adapt to certain marketplace conditions in the
Company's domestic and international operations. In conjunction
with the reorganization, the Company will eliminate non-core and
under performing assets relating to certain of its marine assets
and support facilities. The Company recorded a one-time pretax
non-cash charge of $45.8 million in December 2002 associated with
these assets. The assets were valued at scrap value or fair market
value.
One time pretax non-cash charge by segment:
U.S. Gulf of Mexico Offshore Construction $ (13,186)
U.S. Gulf of Mexico Diving (3,080)
U.S. Gulf of Mexico Marine Support (226)
Latin America (1,377)
Asia Pacific (21,131)
Middle East (6,817)
____________
Total $ (45,817)
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 2003 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 the 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 2003 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 2003 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 2003 Annual Meeting of Shareholders.
ITEM 14. CONTROLS AND PROCEDURES
In the 90-day period before the filing of this report, each of
our Chief Executive Officer and Chief Financial Officer has
evaluated the effectiveness of the Company's disclosure controls
and procedures. These disclosure controls and procedures
are those controls and other procedures the Company maintains, which
are designed to insure that all of the information required to be
disclosed by the Company in all of its combined and separate
periodic reports filed with the SEC is recorded, processed,
summarized and reported, within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in their
reports filed or submitted under the Securities Exchange Act of
1934 is accumulated and communicated to its management, including
the Company's Chief Executive Officer and Chief Financial Officer,
as appropriate to allow those persons to make
timely decisions regarding required disclosure. No significant
deficiencies or material weaknesses were detected. Subsequent to
the date when the disclosure controls and procedures were
evaluated, there have not been any significant changes in our
controls or procedures or in other factors that could significantly
affect such controls or procedures.
PART IV
ITEM 15. 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, 2002 and 2001
Consolidated Statements of Operations for the years ended
December 31, 2002, 2001, and 2000.
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 2002, 2001, and 2000.
Consolidated Statements of Cash Flows for the years
ended December 31, 2002, 2001, and 2000.
Consolidated Statements of Comprehensive Income (Loss)
for the years ended December 31, 2002, 2001, and 2000.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules
The following financial statement schedule is included:
Schedule II - Valuation and Qualifying Accounts
All other financial statement schedules are omitted
because the information is not required or because the
information required is in the financial statements or
notes thereto.
3. Exhibits.
Pursuant to Item 601(B)(4)(iii), the Registrant agrees
to forward to the Commission, upon request, a copy of
any instrument with respect to long-term debt not
exceeding 10% of the total assets of the Registrant and
its consolidated subsidiaries.
The following exhibits are filed as part of this Annual
Report:
Exhibit
Number
_______
3.1 - Amended and Restated Articles of
Incorporation of Registrant as amended,
incorporated by reference to Exhibits 3.1 and
3.3 to the Form S-1 Registration Statement
filed by the Registrant (Reg. No 33-56600).
3.2 - Bylaws of Registrant, incorporated by
reference to Exhibit 3.2 to the Form S-1
filed by Registrant (Reg. No. 33-56600).
4.1 - Form of Common Stock certificate,
incorporated by reference to Exhibit 4.1 to
the Form S-1 filed by Registrant (Reg. No.
33-56600).
10.1*- Global Industries, Ltd. 1992 Stock Option
Plan, incorporated by reference to Exhibit
10.1 to the Form S-1 filed by Registrant
(Reg. No. 33-56600).
10.2*- Global Industries, Ltd. Profit Sharing and
Retirement Plan, as amended, incorporated by
reference to Exhibit 10.2 to the Form S-1
filed by Registrant (Reg. No. 33-56600).
10.3 - 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.
10.32 - Severance Agreement dated February 22, 1995
between Global Industries, Ltd. and James J.
Dore'.
10.33 - Credit Agreement Amendment No. 3 dated August
7, 2001 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.
10.34 - Credit Agreement Amendment dated November 30,
2001 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.
10.35 - Credit Agreement Amendment dated March 18,
2002 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.
10.36 - Second Amended and Restated Credit Agreement
dated April 30, 2002 among Global Industries,
Ltd. Offshore Mexico, S. DE R.L. DE C.V., the
Lenders and Bank One, NA, as administrative
agent for the Lenders.
*10.37 - Credit Agreement Amendment dated January 10,
2003 among Global Industries, Ltd. Offshore
Mexico, S. DE R.L. DE C.V., the Lenders and
Bank One, NA, as administrative agent for the
Lenders.
*10.38 - $48,000,000 Revolving B termination letter
dated February 7, 2003 from Global Industries, Ltd.
to Bank One, N.A.
*21.1 - Subsidiaries of the Registrant.
*23.1 - Consent of Deloitte & Touche LLP.
*99.1 - Section 906 Certifications.
________________
* Filed herewith.
* Management Compensation Plan or Agreement.
(b) Reports on Form 8-K - The Company filed five reports on Form
8-K during the year ended December 31, 2002, all of which
reported information under Item 9 and were dated March 21,
2002, March 31, 2002, August 1, 2002, August 13, 2002, and
October 14, 2002, respectively.
Global Industries, Ltd.
Schedule II Valuation and Qualifying Accounts
For the Years Ended December 31, 2002, 2001, and 2000
(Thousands of dollars)
Balance at Charged to Charged Balance
Beginning Costs and to Other at End
Description of Period Expenses Accounts Deductions of Period
_______________________ __________ __________ ________ __________ _________
Year ended December 31,
2002
Allowances for
doubtful accounts $ 2,503 $ 6,532 $ -- $ 1,869 $ 7,167
Year ended December 31,
2001
Allowances for
doubtful accounts $ 9,481 $ 1,442 $ -- $ 8,420 $ 2,503
Year ended December 31,
2000
Allowances for
doubtful accounts $ 8,156 $ 6,072 $ -- $ 4,747 $ 9,481
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,
thereunto duly authorized.
GLOBAL INDUSTRIES, LTD.
By: /s/ TIMOTHY W. MICIOTTO
_____________________________
Timothy W. Miciotto
Senior Vice President,
Chief Financial Officer
(Principal Financial
and Accounting Officer)
March 21, 2003
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 21, 2003
Chief Executive Officer
and Director
/s/ TIMOTHY W. MICIOTTO
_____________________________
Timothy W. Miciotto Senior Vice President, March 21, 2003
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ JAMES C. DAY
_____________________________
James C. Day Director March 21, 2003
/s/ EDWARD P. DJEREJIAN
_____________________________
Edward P. Djerejian Director March 21, 2003
/s/ EDGAR G. HOTARD
_____________________________
Edgar G. Hotard Director March 21, 2003
/s/ RICHARD A. PATTAROZZI
_____________________________
Richard A. Pattarozzi Director March 21, 2003
/s/ JAMES L. PAYNE
_____________________________
James L. Payne Director March 21, 2003
/s/ MICHAEL J. POLLOCK
_____________________________
Michael J. Pollock Director March 21, 2003
Certification
I, William J. Dore', Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 10-K of Global
Industries, Ltd.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date"); and
c) presented in this annual 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 annual 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.
March 21, 2003
/s/ WILLIAM J. DORE'
_____________________________
William J. Dore'
Chief Executive Officer
Certification
I, Timothy W. Miciotto, Senior Vice President, Chief Financial
Officer, certify that:
1. I have reviewed this annual report on Form 10-K of Global
Industries, Ltd.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date"); and
c) presented in this annual 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 annual 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.
March 21, 2003 /s/ TIMOTHY W. MICIOTTO
_____________________________
Timothy W. Miciotto
Senior Vice President,
Chief Financial Officer
(Principal Financial and
Accounting Officer)