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, 2001
[ ] 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 Number)
Incorporation or Organization)
8000 Global Drive
Carlyss, Louisiana 70665
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (337) 583-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($0.01 par value)
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 4, 2002 was $612,534,649
based on the last reported sales price of the Common Stock on
March 4, 2002 on the NASDAQ\NMS.
The number of shares of the registrant's Common Stock
outstanding as of March 4, 2002, was 93,075,228.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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
PART II
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters 18
Item 6. Selected Financial Data 19
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 20
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 30
Item 8. Financial Statements and Supplementary Data
Independent Auditors' Report 31
Consolidated Balance Sheets - December 31, 2001
and 2000 32
Consolidated Statements of Operations - Years
Ended December 31, 2001, 2000, and 1999 33
Consolidated Statements of Shareholders' Equity -
Years Ended December 31, 2001, 2000, and 1999 34
Consolidated Statements of Cash Flows - Years
Ended December 31, 2001, 2000, and 1999 35
Consolidated Statements of Comprehensive Income
(Loss) - Years Ended December 31, 2001, 2000,
and 1999 36
Notes to Consolidated Financial Statements 37
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure 58
PART III
Item 10. Directors and Executive Officers of the Registrant 59
Item 11. Executive Compensation 62
Item 12. Security Ownership of Certain Beneficial Owners
and Management 65
Item 13. Certain Relationships and Related Transactions 66
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 67
Signatures 72
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 almost 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-four barges that
have various combinations of pipelay, pipebury, and derrick
capabilities. The Company's fleet includes seventy-three manned
vessels that were available for service during 2001. At December
31, 2001, the Company's fleet consisted of seventy-eight vessels.
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 the growing deepwater market.
For financial information regarding the Company's operating
segments and the geographic areas in which they operate, see Note 8
of the Notes to Consolidated Financial Statements included
elsewhere in this Annual Report.
Offshore Construction
Offshore construction services performed by the Company
include pipelay, derrick, and related services. The Company is
capable of installing steel pipe by either the conventional or the
reel method of pipelaying using either manual or automatic welding
processes. With the conventional method, 40-foot segments of up
to 60-inch diameter pipe are welded together, coated, and tested
on the deck of the pipelay barge. Each segment is connected to
the prior segment and 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 Companys 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 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.
For the Gulf of Mexico, The United States Department of
Interior Minerals Management Service ("MMS") requires the burial
of all offshore oil and gas pipelines 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 and certain ownership
interest in related patents. 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-four of the Company's barges are equipped with
cranes designed to lift and place platforms, structures, or
equipment into position for installation. In addition, they can
be used to disassemble and remove platforms and prepare them for
salvage or refurbishment. The Hercules is equipped to perform
lifts up to 2,000 tons. The Company expects demand for Gulf of
Mexico abandonment services to increase as more platforms are
removed due to MMS regulations relating to the abandonment of
wells and removal of platforms. MMS regulations require
platforms to be removed within eighteen months after production
ceases and that the site be restored to meet stringent standards.
According to MMS, in March 2002 there were 4,269 platforms in
U.S. waters of the Gulf of Mexico.
Diving and Other Underwater Services
The Company performs diving operations in the Gulf of Mexico,
West Africa, Asia Pacific, Latin America, and the Middle East.
Demand for diving services covers the full life of an offshore oil
and gas property, including supporting exploration, installing
pipelines for production and transportation, periodic inspection,
repair and maintenance of fixed platforms and pipelines and,
ultimately, salvage and site clearance. The Company's pipelay and
derrick operations create captive demand for saturation diving
services, for which divers are more highly compensated, and which
enables the Company to attract and retain qualified and
experienced divers. To support its diving operations, the Company
operates a fleet of seven DSVs domestically and eleven 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, which reduces the time necessary to complete the
job and reduces the diver exposure to the risks associated with
frequent decompression. Two of the Company's largest saturation
diving systems are capable of maintaining an environment
simulating subsea water pressures to 1,500 feet. The Company has
recorded the deepest wet working dive in the Gulf of Mexico at
1,075 feet.
The Company has been at the forefront in the development of
many underwater welding techniques and has more qualified
diver/welders in the Gulf of Mexico than any of its competitors.
Welded repairs are made by two methods: dry hyperbaric welding and
wet welding. In dry hyperbaric welding, a customized, watertight
enclosure is engineered and fabricated to fit the specific
requirements of the structural joint or pipeline requiring
repairs. The enclosure is lowered into the water, attached to the
structure, and then the water is evacuated, allowing divers to
enter the chamber and to perform dry welding repairs. Wet welding
is accomplished while divers are in the water, using specialized
welding rods. Wet welding is less costly because it eliminates
the need to construct an expensive, customized, single-use
enclosure, but historically often resulted in repairs of
unacceptable quality. The Company believes it has been a leader
in improving wet welding techniques and it has satisfied the
technical specifications for customers' wet welded repairs in
water depths to 325 feet. The Company's Research and Development
Center is an important part of a research and development
consortium led by the Company and the Colorado School of Mines
that conducts research on underwater welding techniques for major
offshore oil and gas operators. The Research and Development
Center includes a hyperbaric facility capable of simulating wet or
dry welding environments for water depths of up to 1,200 feet so
that welds can be performed and tested to assure compliance with
the customer's technical specifications.
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, 2001,
the Company provided offshore marine construction services to over
100 customers. The Company's revenues are not dependent on any
one customer. Its largest single customer in any one of the last
three years accounted for 18% of consolidated revenues.
Sales to Petroleos Mexicanos (PEMEX) were greater than 10% of
consolidated revenues in 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 hook-up), and for projects in international
areas, the elapsed time from bid request to commencement of work
may exceed one year. The Company's marketing staff contacts
offshore operators known to have projects scheduled to ensure that
the Company has an opportunity to bid for the projects. Most
contracts are awarded on a fixed-price basis, but the Company also
performs work on a cost-plus or day-rate basis, or on a
combination of such bases. The Company attempts to qualify its
contracts so it can recover the costs of certain unexpected
difficulties and the costs of weather related delays during the
winter months. Although customers' contract terms relating to
risk allocation are becoming more onerous to the contractor, there
are more innovative risk and reward contracts being offered.
Competition
In each region of the world that the Company operates, the
offshore marine construction industry is highly competitive with
many different competitors. Price competition and contract terms
are the primary factors in determining which qualified contractor
is awarded a job. However, the ability to deploy improved
equipment and techniques, to attract and retain skilled personnel,
and to demonstrate a good safety record have also been important
competitive factors.
Domestic competition for deepwater and ultra-deep water
projects in the Gulf of Mexico is limited primarily to the
Company, J. Ray McDermott and Cal Dive International. With
increasing frequency, international competitors such as 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 domestic
shallow water 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, 2002, the Company's backlog of construction
contracts supported by written agreements, the highest in its
history, amounted to approximately $361.2 million ($73.0 million
for the U.S. Gulf of Mexico and $288.2 million for international
operations), compared to the Company's backlog at January 31,
2001, of $58.0 million ($19.4 million for the U.S. Gulf of Mexico
and $38.6 million for international operations). Management
expects approximately 58% of the Company's backlog to be performed
in 2002. 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 Great Britain. The Company relies on a
combination of patents and trade secrets to protect its
proprietary technologies. Patents under which the Company is a
non-exclusive licensee protect certain features of the Chickasaw
and the Company's portable reels. In the fiscal 1997 acquisition
of Norman Offshore Pipelines, Inc., the Company acquired certain
ownership interest in patents to certain pipe burying technology,
called the Mudbug, which permits pipelay and bury completion in a
single pass. The licenses continue until the expiration of the
underlying patents, which will occur at various times to 2007. In
addition, the Company has developed certain proprietary underwater
welding techniques and materials.
The Company's business is not materially dependent on any one
or more of its licenses or patents, although the loss of license
or patent protection for the Company's reel barge, or its
pipeburying technology could have an adverse effect on the
Company's competitive position.
Employees
The Company's work force varies based on the Company's
workload at any particular time. During 2001, the number of
Company employees ranged from a low of 1,739 to a high of 2,132,
and as of January 31, 2002, the Company had 2,159 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 Gulf of Mexico, where the Company derived over
47% of its revenues in 2001, a disproportionate amount of the
Company's revenues, gross profit, and net income is earned in the
interim periods that include July through December.
Government Regulation and Environmental Matters
Many aspects of the offshore marine construction industry are
subject to extensive governmental regulation. In the United
States, the Company is subject to the jurisdiction of the United
States Coast Guard, the National Transportation Safety Board and
the Customs Service, as well as private industry organizations
such as the American Bureau of Shipping. The Coast Guard and the
National Transportation Safety Board set safety standards and are
authorized to investigate vessel accidents and recommend improved
safety standards, and the Customs Service is authorized to inspect
vessels at will.
The Company is required by various governmental and quasi-
governmental agencies to obtain certain permits, licenses, and
certificates with respect to its operations. The kinds of
permits, licenses, and certificates required in the operations of
the Company depend upon a number of factors. The Company believes
that it has obtained or can obtain all permits, licenses, and
certificates necessary to conduct its business.
In addition, the Company depends on the demand for its
services from the oil and gas industry and, therefore, laws and
regulations, as well as changing taxes and policies relating to
the oil and gas industry affect the Company's business. In
particular, the exploration and development of oil and gas
properties located on the Outer Continental Shelf of the United
States is regulated primarily by the MMS.
The operations of the Company also are affected by numerous
federal, state, and local laws and regulations relating to
protection of the environment including, in the United States, the
Outer Continental Shelf Lands Act, the Federal Water Pollution
Control Act of 1972, and the Oil Pollution Act of 1990. The
technical requirements of these laws and regulations are becoming
increasingly complex and stringent, and compliance is becoming
increasingly difficult and expensive. However, the Company
believes that compliance with current environmental laws and
regulations is not likely to have a material adverse effect on the
Company's business or financial statements. Certain environmental
laws provide for "strict liability" for remediation of spills and
releases of hazardous substances and some provide liability for
damages to natural resources or threats to public health and
safety. Sanctions for noncompliance may include revocation of
permits, corrective action orders, administrative or civil
penalties, and criminal prosecution. The Company's compliance
with these laws and regulations has entailed certain changes in
operating procedures and approximately $0.2 million in
expenditures during the year ended December 31, 2001. 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 November 30, 2001. This
amendment (i) reduced the requirements of the leverage ratio
covenant for the quarters ending December 31, 2001 and March 31,
2002 and the fixed charge coverage ratio covenant for the quarter
ended December 31, 2001; (ii) extended the requirement of the
consolidated net worth covenant of $510.0 million to June 30,
2002; and (iii) reduced the permitted capital expenditures to $35.0
million in 2002. In March 2002, the Company amended further this credit
facility. This amendment reduced the requirement of the
consolidated net worth covenant to $440.0 million for the quarter
ending June 30, 2002 and thereafter. For a more detailed
discussion of amendments to the Company's 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 these ratios and tests. If the Company
fails to comply with those 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. The Company currently has a binding commitment from a
group of lenders, all of whom participate in our existing
syndicated loan facility, to provide a $30.0 million up to a $45.0 million
364-day syndicated revolving bank credit facility upon
consummation of this offering. 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 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 affect 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. Historically, prices of oil and natural gas and
offshore exploration, development and production have fluctuated
substantially. In the current period of decreased oil and
natural gas prices, 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 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 social and political environment in countries that may be
affected by the September 11, 2001 terrorist attacks.
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's 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, its construction work can
disrupt existing pipelines, 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 our
business or significant liability.
The Company cannot always obtain insurance for our 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 cannot predict the impact of the September 11,
2001 terrorist attacks on the insurance industry or its ability
to obtain insurance at reasonable rates in the future.
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 2001
and 2000. 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, the Company 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 its 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 bear 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 1999 and
2000, primarily because of weaker demand for our services. The Company
was profitable in 2001, but the Company 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 our 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 its 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 our
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, the Company
has encountered additional competitors, many of whom 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 the Company's 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 the Company's 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 our 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 1, 2002, Mr. Dore' beneficially owns approximately 31 % of our
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 our 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 the Company 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 stockholders.
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 stockholders. 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 classification, nomination and removal
of its directors; provisions regulating the ability of its
stockholders to bring matters for action at annual meetings of
its stockholders; 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
acquiror to obtain a written consent of its stockholders.
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.
ITEM 2. PROPERTIES
The Company owns a fleet of twenty-four construction barges,
twenty-two liftboats, and thirty-two DSVs, OSVs, and other support
vessels. Twenty-one of the Company's construction barges are
designed to perform more than one type of construction project
which enables these combination barges to sustain a higher
utilization rate. A listing of the Company's significant vessels
along with a brief description of the capabilities of each is
presented on page 16.
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 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.
In April of 2001, the Company entered into a long-term
agreement to charter the Titan 2. The Titan 2 is a 456-foot self-
propelled twin-hulled derrick ship capable of lifting 880 tons and
with over 54,000 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.
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 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-eight 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 Company has replaced its facilities in Houma,
Lafayette, and Amelia, Louisiana with the Carlyss Facility.
The following table summarizes the Company's significant existing
facilities as of December 31, 2001:
Approximate
Square Feet Owned/Leased
Location Principal Use or Acreage (Lease Expiration)
Carlyss, LA Shore base/Corporate
Headquarters 625 acres Owned
Port of Iberia, LA Shore base 39 acres Owned
Houston, TX Office 39,410 sq. ft. Leased (Aug. 2003)
Lafayette, LA (1) Office/Training/
Storage 13,154 sq. ft. Leased (Dec. 2004)
Cd. Del Carmen,
Mexico Warehouses 7,874 sq. ft. Leased (Dec. 2004)
Cd. Del Carmen,
Mexico Office/Workshop 41,042 sq. ft. Owned
Bangkok, Thailand Office 7,545 sq. ft. Leased (July 2003)
Batam Island,
Indonesia Shore base 52 acres Leased (Mar. 2028)
Sharjah, United
Arab Emirates Office/Shore base 64,946 sq. ft. Leased (Nov. 2002)
(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 182
Hercules Pipelay/reel/derrick 444 2,000 60.00 10,000 1995 191
Seminole Pipelay/derrick 424 800 48.00 1,500 1997 220
Comanche Pipelay/derrick 400 1,000 48.00 1,500 1996 223
Shawnee Pipelay/derrick 400 860 48.00 1,500 1996 272
Iroquois Pipelay/derrick 400 250 60.00 1,000 1997 259
DLB 264 Pipelay/derrick 397 1,000 60.00 1,000 1998 220
DLB 332 Pipelay/derrick 351 750 60.00 1,000 1998 208
Cheyenne Pipelay/bury/derrick 350 800 36.00 1,500 1992 190
Arapaho Derrick 350 800 -- -- 1992 100
Cherokee Pipelay/derrick 350 925 36.00 1,500 1990 183
Sara Maria Derrick 350 550 -- -- 1999 300
Mohawk Pipelay/bury/derrick 320 600 48.00 700 1996 200
Seneca Pipelay/bury 290 150 42.00 1,000 1997 126
Chickasaw Pipelay/reel/derrick 275 160 12.75 6,000 1990 70
Delta 1 Pipelay/bury 270 25 14.00 200 1996 70
Tonkawa Derrick/bury 250 175 -- -- 1990 73
Sea Constructor Pipelay/bury 250 200 24.00 400 1987 104
Navajo Pipelay/derrick 240 150 10.00 600 1992 129
SubSea Constructor Pipelay/bury 240 150 16.00 150 1997 64
G/P 37 Pipelay/bury 188 140 16.00 300 1981 58
Pipeliner 5 Pipelay/bury 180 25 14.00 200 1996 60
G/P 35 Pipelay/bury 164 100 16.00 200 1978 46
MAD II Pipelay/bury 135 45 22.00 50 1975 33
SWATH Vessel:
Pioneer Multi-service 200 50 -- -- 1996 57
ITEM 3. LEGAL PROCEEDINGS
The Company's operations are subject to the inherent risks of
offshore marine activity including accidents resulting in the loss
of life or property, environmental mishaps, mechanical failures,
and collisions. The Company insures against these risks at levels
consistent with industry standards. The Company believes its
insurance should protect it against, among other things, the cost
of replacing the total or constructive total loss of its vessels.
The Company also carries workers' compensation, maritime
employer's liability, general liability, and other insurance
customary in its business. All insurance is carried at levels of
coverage and deductibles that the Company considers financially
prudent. Recently the industry has seen a tightening in the
builder's risk market, which has increased deductibles and reduced
coverage.
The Company's services are provided in hazardous environments
where accidents involving catastrophic damage or loss of life
could result, and litigation arising from such an event may result
in the Company being named a defendant in lawsuits asserting large
claims. Although there can be no assurance that the amount of
insurance carried by Global is sufficient to protect it fully in
all events, management believes that its insurance protection is
adequate for the Company's business operations. A successful
liability claim for which the Company is underinsured or uninsured
could have a material adverse effect on the Company.
In November of 1999, the Company notified Groupe GTM that as
a result of material adverse changes and other breaches by Groupe
GTM, the Company was no longer bound by and was terminating the
Share Purchase Agreement to purchase the shares of ETPM S.A.
Groupe GTM responded stating that they believed the Company was in
breach. The Share Purchase Agreement provided for liquidated
damages of $25.0 million to be paid by a party that failed to
consummate the transaction under certain circumstances. The
Company has notified Groupe GTM that it does not believe that the
liquidated damages provision is applicable to its termination of
the Share Purchase Agreement. On December 23, 1999, Global filed
suit against Groupe GTM in Tribunal de Commerce de Paris to
recover damages. On June 21, 2000, Groupe GTM filed an answer
and counterclaim against Global seeking the liquidated damages of
$25.0 million and other damages, costs and expenses of
approximately $2.3 million. The Company believes that the
outcome of these matters will not have a material adverse effect
on its business or financial statements.
The Company is involved in various routine legal proceedings
primarily involving claims for personal injury under the General
Maritime Laws of the United States and Jones Act as a result of
alleged negligence. The Company believes that the outcome of all
such proceedings, even if determined adversely, would not have a
material adverse effect on its business or financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
The Company's Common Stock is traded on the NASDAQ National
Market System under the symbol "GLBL." The following table
presents for the periods indicated the high and low sales prices
per share of the Company's Common Stock.
Period High Low
------ ---- ---
January 1, 2000 - March 31, 2000 $ 15.750 $ 7.375
April 1, 2000 - June 30, 2000 19.875 11.125
July 1, 2000 - September 30, 2000 18.688 9.438
October 1, 2000 - December 31, 2000 14.750 9.188
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
As of March 5, 2002, there were approximately 1,021 holders
of record of Common Stock.
The Company has never paid cash dividends on its Common Stock
and does not intend to pay cash dividends in the foreseeable
future. The Company currently intends to retain earnings, if any,
for the future operation and growth of its business. Certain of
the Company's financing arrangements restrict the payment of cash
dividends. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital
Resources."
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below for each of the
past five fiscal periods should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the Consolidated Financial Statements
and Notes to Consolidated Financial Statements included elsewhere
in this Annual Report. In 1998, the Company changed its fiscal
accounting year-end to December 31 from March 31.
Twelve Months Nine Months Year
Ended Ended Ended
December 31, December 31, March 31,
----------------------------------------- ------------- ----------
2001 2000(1) 1999(2) 1998(3) 1998 1998(4)
-------- --------- --------- --------- ------------- ----------
(in thousands, except per share data)
Revenues $ 406,104 $ 298,745 $ 387,452 $ 429,719 $ 342,201 $ 379,901
Gross profit 70,849 35,383 45,600 119,716 95,973 114,656
Net income (loss) 6,156 (16,690) (1,131) 49,953 38,971 57,303
Net income (loss)
per share
Basic $ 0.07 $ (0.18) $ (0.01) $ 0.55 $ 0.43 $ 0.63
Diluted $ 0.07 $ (0.18) $ (0.01) $ 0.53 $ 0.42 $ 0.61
Weighted average
common shares
outstanding
Basic 92,753 91,982 90,700 91,488 91,498 91,110
Diluted 93,847 91,982 90,700 94,780 93,808 93,872
Ratio of earnings
to fixed charges (7) 1.43x (9) (8)(9) 7.0x 6.8x 14.0x
Ratio of earnings
to fixed charges
plus dividends (7) 1.43x (9) (8)(9) 7.0x 6.8x 14.0x
Total assets (6) $ 748,177 $ 730,187 $ 755,935 $ 730,187 $ 730,187 $ 625,367
Working capital (6) 64,588 37,949 58,561 78,637 78,637 77,472
Long-term debt,
total (6) 234,740 236,627 252,407 210,797 210,797 146,993
________________
(1) Included in the net income (loss) and net income (loss) per
share amount is a cumulative effect of change in accounting
principle of $(0.8) million and $(0.01), respectively. See
Note 1 of the Notes to Consolidated Financial Statements.
(2) Included in the results for the year ended December 31,
1999, beginning in the third quarter, are the consolidated
financial results of Global's ownership of CCC's (CCC
Fabricaciones y Construcciones, S.A. de C.V.) offshore
construction business. See Note 12 of the Notes to
Consolidated Financial Statements.
(3) Unaudited.
(4) Effective December 31, 1998, the Company changed its fiscal
year-end to December 31 of each year.
(5) On July 31, 1997, the Company acquired certain business
operations and assets of Sub Sea International, Inc. and
certain of its subsidiaries. The results of operations of
the Sub Sea acquisition are included from the date of the
acquisition.
(6) As of the end of the period.
(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
affiliate. The associated fixed charges related to such indebtedness
approximated $0.9 million for the period ended December 31, 1999, and
have not been included in the computation of the ratios.
(9) Earnings were inadequate to cover fixed charges by $11.8 million
for the year ended December 31, 1999 and by $20.1 million for the year
ended December 31, 2000.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion presents management's discussion and
analysis of the Company's financial condition and results of
operations and should be read in conjunction with the Consolidated
Financial Statements and the related Notes to Consolidated
Financial Statements.
Certain of the statements included below and in other
portions of this Annual Report, including those regarding future
financial performance or results that are not historical facts,
are or contain "forward looking" information as that term is
defined in the Securities Act of 1933, as amended. The words
"expect," "believe," "anticipate," "project," "estimate," and
similar expressions are intended to identify forward-looking
statements. The Company cautions readers that any such statements
are not guarantees of future performance or events and such
statements involve risks, uncertainties and assumptions. Factors
that could cause actual results to differ from those expected
include, but are not limited to, dependence on the oil and gas
industry and industry conditions, general economic conditions
including interest rates and inflation, competition, the ability
of the Company to continue its acquisition strategy, successfully
manage its growth, and obtain funds to finance its growth,
operating risks, contract bidding risks, the use of estimates for
revenue recognition, risks of international operations, risks of
vessel construction such as cost overruns, changes in government
regulations, and disputes with construction contractors,
dependence on key personnel and the availability of skilled
workers during periods of strong demand, the impact of regulatory
and environmental laws, the ability to obtain insurance, and other
factors discussed below. Operating risks include hazards such as
vessel capsizing, sinking, grounding, colliding, sustaining damage
in severe weather conditions, fire and explosion. These hazards
can also cause personal injury, loss of life, severe damage to and
destruction of property and equipment, pollution and environmental
damage, and suspension of operations. The risks inherent with
international operations include political, social, and economic
instability, exchange rate fluctuations, currency restrictions,
nullification, modification, or renegotiations of contracts,
potential vessel seizure, nationalization of assets, import-export
quotas, and other forms of public and governmental regulation.
Should one or more of these risks or uncertainties materialize or
should the underlying assumptions prove incorrect, actual results
and outcomes may differ materially from those indicated in the
forward-looking statements.
On September 30, 2000, the Company completed a transaction to
exchange certain of its ROV assets for certain non-U.S. diving
assets of Oceaneering International, Inc. and share certain
international facilities with Oceaneering in Asia and Australia.
Global conveyed to Oceaneering its ROVs and related equipment in
Asia and Australia and its ROV Triton XL-11 in the Gulf of Mexico.
In exchange, Oceaneering conveyed to Global the dive support
vessel Ocean Winsertor along with air and saturation diving
equipment in Asia, Australia, China, and the Middle East.
Results of Operations
The following table sets forth, for the periods indicated,
statement of operations data expressed as a percentage of
revenues.
Twelve Months Ended December 31,
--------------------------------
2001 2000 1999
------- ------- -------
Revenues 100.0% 100.0% 100.0%
Cost of revenues 82.6 88.2 88.2
------- ------- -------
Gross profit 17.4 11.8 11.8
Goodwill amortization 0.8 1.0 0.3
Equity in net loss of Unconsolidated
affiliate -- -- 2.8
Selling, general and administrative
expenses 8.8 10.5 7.2
------- ------- -------
Operating income 7.8 0.3 1.5
Interest expense 5.4 7.6 3.7
Other expense (income) (0.1) (1.0) 0.1
------- ------- -------
Income (loss) before income taxes 2.5 (6.3) (2.3)
Provision (benefit) for income taxes 1.0 (0.9) (2.0)
------- ------- -------
Income (loss) before cumulative
effect of change in accounting
principle 1.5 (5.4) (0.3)
Cumulative effect of change in
accounting principle -- 0.3 --
------- ------- -------
Net income (loss) 1.5% (5.7)% (0.3)%
======= ======= =======
The Company's results of operations reflect the level of
offshore construction activity in the Gulf of Mexico and all
international locations, for all periods presented above. In
addition, included in the results for the year ended December 31,
1999, beginning in the third quarter, are the consolidated
financial results of Global's ownership of CCC's offshore
construction operations (see Note 12 of the Notes to Consolidated
Financial Statements). The results also reflect the Company's
ability to win jobs through competitive bidding and manage
awarded jobs to successful completion. The level of offshore
construction activity is principally determined by three factors:
first, the oil and gas industry's ability to economically justify
placing discoveries of oil and gas reserves in production;
second, the oil and gas industry's need to clear all structures
from the lease once the oil and gas reserves have been depleted;
and third, weather events such as major hurricanes.
Year Ended December 31, 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 increased 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.
Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999
Revenues. Revenues for the year ended December 31, 2000 declined
23% to $298.7 million from $387.5 million for the year ended
December 31, 1999. The decline in revenues is primarily
attributable to decreased activity in the Company's West Africa,
Latin America, and Asia Pacific divisions. These amounts were
partially offset by increases in the Company's Gulf of Mexico
Diving, Gulf of Mexico Marine Support, and Middle East segments.
Gross Profit. The Company's gross profit as a percentage of
revenues was 12% for both the year ended December 31, 2000 and
December 31, 1999. Gross profit for the year ended December 31,
2000 was $35.4 million as compared with $45.6 million for the year
ended December 31, 1999. The 22% decline was largely the result
of decreased international activity, partially offset by higher
gross profit from the Company's Gulf of Mexico Diving, Gulf of
Mexico Marine Support, and Middle East segments. The higher gross
profits in these areas was due primarily to increased activity and
increased rates.
Selling, General, and Administrative Expenses. For the year
ended December 31, 2000, selling, general, and administrative
expenses increased 13% to $31.2 million from $27.7 million for
the twelve months ended December 31, 1999. The increase was due
primarily to an entire year of consolidation of the Company's
Mexican Operations in fiscal 2000 as compared to a half-year in
fiscal 1999.
Depreciation and Amortization. For the year ended December 31,
2000, depreciation and amortization, including amortization of
dry-docking costs, was $45.9 million compared to the $55.0 for
the year ended December 31, 1999. The 17% decline was
principally attributable to decreased utilization of the
Company's pipelay/derrick barges, in the West Africa, Latin
America, Asia Pacific and Gulf of Mexico Offshore Construction
divisions, which are depreciated on a units-of-production basis.
This decrease was partially offset by increased depreciation
expense associated with the Company's Carlyss facility, which was
operational for a full year in fiscal 2000.
Interest Expense. Interest expense was $22.8 million, net of
capitalized interest, for the year ended December 31, 2000,
compared to $14.5 million for the year ended December 31, 1999
primarily due to higher average outstanding debt levels, higher
effective interest rates, and less capitalized interest.
Net Income (Loss). For the year ended December 31, 2000, the
Company recorded a net loss of $16.7 million as compared to a net
loss of $1.1 million for the year ended December 31, 1999.
Included in the net loss for the year ended December 31, 1999 is a
$7.1 million loss associated with the Company's previous 49%
ownership interest in CCC. The Company's effective tax rate for
the twelve months ended December 31, 2000 was 15%, compared to 87%
for the twelve months ended December 31, 1999. The decrease in
the effective tax rate relates primarily to changes in taxable
income in differing taxable jurisdictions and a tax benefit in
1999 on the capital loss related to the sale of Global's interest
in CCC.
Segment Information. The Company has identified seven reportable
segments as required by SFAS 131 (see Note 8 of the Notes to
Consolidated Financial Statements included elsewhere in this
Annual Report). The following discusses the results of operations
for each of those reportable segments.
Gulf of Mexico Offshore Construction - Revenues declined 7% to
$113.2 million (including $2.0 million intersegment revenues) for
the year ended December 31, 2000 from $121.1 million (including
$3.7 million intersegment revenues) for the year ended December
31, 1999. Income before taxes decreased to a loss of $2.7 million
for the year ended December 31, 2000 compared to income before
income taxes of $3.9 million for the comparable period last year.
The decreases in revenues and earnings were due primarily to
decreased demand for offshore construction services in the Gulf of
Mexico and resulting pricing pressures.
Gulf of Mexico Diving - Revenues from diving-related services in
the Gulf of Mexico increased due to increased demand from
external customers and more contract specific work in the Gulf of
Mexico Offshore Construction Segment. Gross revenues increased
29% to $37.8 million (including $17.9 million intersegment
revenues) for the year ended December 31, 2000 compared to $29.3
million (including $10.2 million intersegment revenues) for the
year ended December 31, 1999. The increased activity levels and
slight rate increases caused income before taxes to increase to
$2.1 million during the year ended December 31, 2000 compared to
a loss of $0.9 million for the year ended December 31, 1999.
Gulf of Mexico Marine Support - Due to increased activity and
pricing, revenues for this segment increased 41% to $29.9 million
(including $4.6 million intersegment revenues) for the year ended
December 31, 2000, from $21.2 million (including $4.1 million
intersegment revenues) for the year ended December 31, 1999. As a
result of the overall increase in activity levels and improved
pricing, income before taxes also increased to $4.7 million during
the year ended December 31, 2000 compared to a loss of $1.3
million for the year ended December 31, 1999.
West Africa - Due to decreased activity levels, revenues decreased
59% to $33.3 million, for the year ended December 31, 2000 from
$81.1 million for the year ended December 31, 1999. The decline
in revenues is due primarily to the completion of two large
contracts in 1999, one of which had a large level of subcontracted
fabrication and procurement content. As a result activity level
decline, earnings before taxes decreased to a loss of $5.1 million
for the year ended December 31, 2000 compared to $8.2 million for
the twelve months ended December 31, 1999.
Latin America - Decreased activity levels resulted in a 33%
decrease in revenues to $60.8 million for the year ended December
31, 2000 from $91.3 million for the year ended December 31, 1999.
Earnings before taxes were also affected by the activity level
decline as earnings decreased to a nominal profit from $5.5
million for the year ended December 31, 1999, net of $10.7
million of equity in CCC losses.
Asia Pacific - Revenues decreased 39% to $34.3 million for the
year ended December 31, 2000 compared to $56.1 million for year
ended December 31, 1999. This reduction was due primarily to
reduced activity and the completion of one large pipelay contract
in the year ended December 31, 1999. Loss before taxes increased
to a $14.3 million loss as compared to a loss of $10.5 million
for the year ended December 31, 2000 and December 31, 1999,
respectively. The decline in profits was attributable to the
ending of the aforementioned project, reduced demand, increased
pricing pressures, costs associated with the establishment of the
Bangkok regional office, costs associated with the Oceaneering
transaction, and certain market entry pricing.
Middle East - Revenue increased to $12.8 million for the year
ended December 31, 2000 compared to $4.0 million for the year
ended December 31, 1999. Loss before taxes decreased to a loss
of $3.5 million during the year ended December 31, 2000 compared
to a loss of $6.8 million for the year ended December 31, 1999.
The increase in revenues and earnings is primarily attributable
to increased activity levels.
Liquidity and Capital Resources
The Company's cash balance decreased by $14.0 million to
$11.5 million at December 31, 2001 from $25.5 million at December
31, 2000. During 2001, the Company's operations generated cash
flow of $14.6 million. Cash from operations, the reduction in the
Company's cash balance, and cash from financing activities funded
investing activities of $29.8 million. Investing activities
consisted principally of capital expenditures and dry-docking
costs. Working capital increased $26.6 million during the year
ended December 31, 2001 from $38.0 million at December 31, 2000 to
$64.6 million at December 31, 2001. The increase in working
capital is due to increases in accounts receivables, associated
with increased activity, partially offset by a decrease in cash
and an increase in accounts payable. Working capital is
anticipated to increase as activity increases; at
January 31, 2002, the Company had the highest backlog in its
history. The majority of the backlog is expected to be performed
during 2002.
Capital expenditures during the year ended December 31, 2001
aggregated $13.9 million. The Company estimates that the cost to
complete capital expenditure projects in progress at December 31,
2001 will be approximately $7.4 million, all of which is expected
to be incurred during the year ending 2002.
In August 1998, the Board of Directors authorized the
expenditure of up to $30.0 million to purchase shares of the
Company's outstanding common stock. The Board of Directors placed
no limit on the duration of the program. As of December 31, 1998,
the Company had purchased 1,429,500 shares since the authorization
at a total cost of $15.0 million. During 2001, 2000, and 1999 no
shares were purchased. Under the Company's credit facility,
discussed below, stock purchases are prohibited.
Long-term debt outstanding at December 31, 2001, (including
current maturities), includes $124.8 million of Title XI bonds,
$27.6 million of Lake Charles Harbor and Terminal District bonds,
$4.4 million of Heller Financial debt, and $77.0 million drawn
against the Company's credit facility discussed below.
The Company maintains a credit facility, which currently
consists of a $51.0 million term loan facility and a $100.0
million revolving loan facility. As of March 1, 2002, the Company
had $13.5 million of credit capacity under its credit facility.
Both the term and revolving loan facilities mature on December 30,
2004. The term and revolving loan facilities permit both prime
rate bank borrowings and London Interbank Offered Rate ("LIBOR")
borrowings plus a floating spread. The spreads can range from
1.00% to 2.25% and 2.25% to 3.50% for prime rate and LIBOR based
borrowings, respectively. In addition, the credit facility allows
for certain fixed rate interest options on amounts outstanding.
Stock of the Company's subsidiaries, certain real estate, and the
majority of the Company's vessels collateralize the loans under
the credit facility. Both the term and revolving loan facilities
are subject to certain financial covenants.
Effective June 30, 2001, the Company amended its credit
facility and obtained a waiver of two covenants that were not met
at June 30, 2001. The amendment i) reduced the requirements of
the leverage ratio covenant for the quarter ended September 30,
2001 and the fixed charge coverage ratio covenant for the quarters
ended September 30, 2001 and December 31, 2001, and increased the
requirements of both covenants for the quarter ending March 31,
2002 and thereafter; ii) increased the requirement of the
consolidated net worth covenant to $510.0 million for the quarter
ended December 31, 2001 and thereafter; and iii) increased the
interest rate spread applicable to the Company's borrowings under
the credit facility. In consideration for this waiver and
amendment, the Company paid a fee of $0.8 million.
Effective November 30, 2001, the Company amended its credit
facility. The amendment i) reduced the requirements of the
leverage ratio covenant for the quarters ending December 31, 2001
and March 31, 2002 and the fixed charge coverage ratio covenant
for the quarter ended December 31, 2001; ii) extended the
requirement of the consolidated net worth covenant of $510.0
million to June 30, 2002; iii) reduced the permitted capital
expenditures to $35 million in 2002. In consideration for this
amendment the Company paid a fee of $0.5 million.
On March 18, 2002, the Company further amended its credit
facility. The amendment reduced the requirement of the
consolidated net worth covenant to $440.0 million for the quarter
ending June 30, 2002 and thereafter. The Company paid an
amendment fee of $0.2 million. Prior to June 30, 2002, the
Company intends to make an underwritten equity offering. The proceeds
of this offering will be used to pay down the remaining term debt
resulting in the compliance with the aforementioned amended
consolidated net worth covenant. A group of lenders has committed
to provide a $30.0 million up to a $45.0 million 364-day credit facility
to the Company upon consummation of the anticipated equity
offering to provide additional liquidity. There can be no assurance,
however, that such credit facility will be executed. If the Company does
not complete an equity offering prior to June 30, 2002, it expects to
seek waivers for the consolidated net worth covenant from its
lenders. If the Company does not meet the covenants or receive a
waiver, substantially all of the Company's debt will be classified
as a current liability and additional borrowing under the credit
facility may be unavailable. At December 31, 2001, the Company
was in compliance with its credit facility.
The Company's 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, 2001, the Company was in compliance with these
covenants.
The Company also has short-term credit facilities at our
foreign locations that aggregate $4.5 million and are secured by
letters of credit. Additionally, in the normal course of
business, we provide guarantees and performance, bid, and payment
bonds pursuant to agreements, or in connection with bidding to
obtain such agreements, to perform construction services. Some
of these guarantees are secured by parent company guarantees.
The aggregate of these guarantees and bonds at December 31, 2001
was $18.0 million.
In April of 2001, the Company entered into a long-term
agreement to charter the Titan 2, a 456-foot self-propelled twin-
hulled derrick ship. The vessel charter payments, which include
the cost of an operational crew, supplies (excluding fuel), and
all maintenance and regulatory expenses, are expected to be
approximately $6.1 million annually. 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, subject to a termination
penalty of $3.0 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
charterer.
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, 2001 and in total thereafter
follow (in thousands):
2002 $ 2,417
2003 1,543
2004 938
2005 532
2006 455
Thereafter 1
----------
Total $ 5,886
==========
The Company expects funds available under the existing credit
facilities, the anticipated new $30.0 to $45.0 million 364-day
facility, equity proceeds, available cash, and cash generated from
operations to be sufficient to fund the Company's 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. If the Company does
not complete an equity offering and obtain the additional credit
facility, it may need to seek other sources of financing or limit
its operations. In addition, as the Company has historically done,
it will continue to evaluate the merits of any opportunities that
may arise for acquisitions of equipment or businesses, which may
require additional liquidity. For flexibility, the Company maintains
a shelf registration statement that permits the issuance of up to
$500.0 million of debt and equity securities.
Industry Outlook
Although the events of September 11, 2001 have caused demand
for energy to decrease and oil and gas prices to become more
volatile, we continue to be optimistic about our future prospects.
In light of these changes in the business environment and the
adverse effect they could possibly have on our business, we are
continuing to actively monitor our business and make the
appropriate business changes when deemed necessary. The Company's
near term strategy is to continue and expand its efforts in the
shallow and intermediate water offshore construction services. In
the long-term, the Company plans to increase its deep-water
capabilities and upgrade its fleet by adding technological
advances and by decreasing the average age of the fleet. In 2002,
the Company expects activity levels to increase in all segments.
Pricing for all segments is expected to either increase or remain
stable in 2002.
New Accounting Pronouncements
In July, 2001, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations". SFAS No. 141 requires
that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. SFAS No. 141 also
requires the recording of all acquired intangible assets that
arise either from contractual or legal rights, or that are
separable from the acquired entity. The Company adopted this
accounting standard effective July 1, 2001, as required and it had
no impact on the Company's financial position.
In July, 2001, FASB issued 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, will cease upon adoption of this
statement. Goodwill amortization in 2001 was approximately $3.1
million. As SFAS No. 142 allows, the Company will complete the
required impairment test in the second quarter of 2002. The
Company has not determined the impact that this statement will
have on its consolidated financial position or results of
operations. The Company will adopt SFAS No. 142 beginning
January 1, 2002.
SFAS No. 143, "Accounting for Asset Retirement Obligations",
requires the recording of liabilities for all legal obligations
associated with the retirement of long-lived assets that result
from the normal operation of those assets. These liabilities are
required to be recorded at their fair values (which are likely to
be the present values of the estimated future cash flows) in the
period in which they are incurred. SFAS No. 143 requires the
associated asset retirement costs to be capitalized as part of
the carrying amount of the long-lived asset. The asset
retirement obligation will be accreted each year through a charge
to expense. The amounts added to the carrying amounts of the
assets will be depreciated over the useful lives of the assets.
The Company is required to implement SFAS No. 143 on January 1,
2003, and we have not determined the impact that this statement
will have on our consolidated financial position or results of
operations.
SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-lived Assets", promulgates standards for measuring and
recording impairments of long-lived assets. Additionally, this
standard establishes requirements for classifying an asset as
held for sale, and changes existing accounting and reporting
standards for discontinued operations and exchanges for long-
lived assets. The Company is required to implement SFAS No. 144
on January 1, 2002, and does not expect the implementation of
this standard to have a material effect on our financial position
or results of operations.
Significant Accounting Policies and Estimates
The Company's discussion and analysis of its financial
condition and results of operations are based upon the Company's
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 the company 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, the Company evaluates its
estimates, including those related to revenue recognition and
long-lived assets. The Company bases its 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. The Company believes the
following critical accounting policies affect its more
significant judgements and estimates used in the preparation of
its consolidated financial statements.
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.
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 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to the risk of changing interest rates
and foreign currency exchange rate risks. In 2000, the Company
entered into interest rate swap arrangements, which effectively
modified the interest characteristics of $30.0 million of its
outstanding long-term debt. The agreements involve the exchange
of a variable interest rate of LIBOR plus 3.00% for amounts based
on fixed interest rates of between 7.32% to 7.38% plus 3.00%.
These swaps have maturities between five to seventeen months.
These transactions were entered into in the normal course of
business primarily to hedge rising interest rates. The estimated
fair market value of the interest rate swap based on quoted market
prices was ($1.4) million as of December 31, 2001. A hypothetical
100 basis point decrease in the average interest rates applicable
to such debt would result in a change of approximately $(0.3)
million in the fair value of this instrument.
Interest on approximately $109.0 million, or 46% of the
Company's long-term debt with a weighted average interest rate of
5.0% at December 31, 2001, was variable, based on short-term
market rates. Thus, a general increase of 1.0% in short-term
market interest rates would result in additional interest cost of
$1.1 million per year if the Company were to maintain the same
debt level and structure.
Also, the Company has approximately $125.7 million fixed
interest rate long-term debt outstanding with a weighted-average
interest rate of approximately 7.7% and a market value of
approximately $129.8 million on December 31, 2001. A general
increase of 1.0% in overall market interest rates would result in
a decline in market value of the debt to approximately $123.1
million.
The Company uses natural hedging techniques to hedge against
foreign currency exchange losses by contracting, to the extent
possible, international construction jobs to be payable in U.S.
dollars. The Company also, to the extent possible, maintains cash
balances at foreign locations in U.S. dollar accounts. The
Company does not believe that a change in currency rates in the
regions that it operates would have a significant effect on its
results of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
of Global Industries, Ltd.
We have audited the accompanying consolidated balance sheets of
Global Industries, Ltd. and subsidiaries as of December 31, 2001
and 2000, 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, 2001.
Our audits also included the financial statement schedule listed
in the Index at Item 14. These financial statements and financial
statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our
audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of Global
Industries, Ltd. and subsidiaries at December 31, 2001 and 2000,
and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 2001, 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 2001 the Company 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 13, 2002
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
December 31, December 31,
------------ ------------
2001 2000
------------ ------------
ASSETS
Current Assets:
Cash $ 11,540 $ 25,462
Escrowed funds (Note 1) 78 846
Receivables - net allowance of
$2.5 million for 2001 and $9.5
million for 2000 (Note 1) 146,595 97,858
Other receivables (Note 12) -- 3,989
Prepaid expenses and other 19,673 12,792
Assets held for sale 2,795 2,795
------------ ------------
Total current assets 180,681 143,742
Escrowed Funds (Note 1) 15 38
Property and Equipment, net
(Notes 2, 3 and 6) 502,258 525,001
Other Assets:
Deferred charges, net (Note 1) 22,771 19,304
Goodwill, net (Note 1) 38,032 41,104
Other (Note 12) 4,420 998
------------ ------------
Total other assets 65,223 61,406
------------ ------------
Total $ 748,177 $ 730,187
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term
debt (Note 3) $ 26,496 $ 26,674
Accounts payable 64,819 46,439
Employee-related liabilities 7,472 7,246
Income tax payable (Note 4) 5,705 3,748
Accrued interest 4,102 5,451
Other accrued liabilities 7,529 16,235
------------ ------------
Total current liabilities 116,123 105,793
Long-Term Debt (Note 3) 208,244 209,953
------------ ------------
Deferred Income Taxes (Note 4) 25,996 27,417
------------ ------------
Other Liabilities 1,050 --
------------ ------------
Shareholders' Equity (Note 7):
Common stock, issued, 94,381,167
and 93,698,757 shares, respectively 944 937
Additional paid-in capital 226,654 221,634
Treasury stock at cost (1,429,500
shares) (15,012) (15,012)
Accumulated other comprehensive
income (loss) (10,413) (8,970)
Retained earnings 194,591 188,435
------------ ------------
Total shareholders' equity 396,764 387,024
------------ ------------
Total $ 748,177 $ 30,187
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
------------- ------------ ------------
2001 2000 1999
------------- ------------ ------------
Revenues (Note 9) $ 406,104 $ 298,745 $ 387,452
Cost of Revenues 335,255 263,362 341,852
------------- ------------ ------------
Gross Profit (Note 12) 70,849 35,383 45,600
Goodwill Amortization 3,071 2,986 1,316
Equity in Net Loss of
Unconsolidated Affiliate (Note 12) -- -- (10,658)
Selling, General and Administrative
Expenses 35,706 31,231 27,710
------------- ------------ ------------
Operating Income 32,072 1,166 5,916
------------- ------------ ------------
Other Expense (Income):
Interest expense 21,868 22,762 14,500
Other (218) (2,882) 104
------------- ------------ ------------
21,650 19,880 14,604
============= ============ ============
Income (Loss) before Income Taxes 10,422 (18,714) (8,688)
Provision (Benefit) for Income
Taxes (Note 4) 4,266 (2,807) (7,557)
Income (Loss) before Cumulative
Effect of Change in Accounting
Principle 6,156 (15,907) (1,131)
Cumulative Effect of Change in
Accounting Principle (net of
$0.4 million of tax) (Note 1) -- 783 --
------------- ------------ ------------
Net Income (Loss) $ 6,156 $ (16,690) $ (1,131)
============= ============ ============
Income (Loss) before Cumulative
Effect Per Share
Basic $ 0.07 $ (0.17) $ (0.01)
Diluted $ 0.07 $ (0.17) $ (0.01)
Net Income (Loss) Per Share:
Basic $ 0.07 $ (0.18) $ (0.01)
Diluted $ 0.07 $ (0.18) $ (0.01)
Pro forma amounts assuming
retroactive
Application of change in
accounting principle
Pro forma net income (loss) $ 6,156 $ (15,907) $ (1,744)
Basic $ 0.07 $ (0.17) $ (0.02)
Diluted $ 0.07 $ (0.17) $ (0.02)
See notes to consolidated financial statements
GLOBAL INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in Thousands)
Accumulated
Common Stock Additional Other
----------------- Paid-In Treasury Comprehensive Retained
Shares Amount Capital Stock Income(Loss) Earnings Total
---------- ------ ---------- ---------- ------------- --------- ---------
Balance at Jan. 1, 1999 92,110,929 $ 921 $ 213,518 $ (15,012) $ (8,155) $ 206,256 $ 397,528
Net loss -- -- -- -- -- (1,131) (1,131)
Amortization of
unearned stock
compensation -- -- 304 -- -- -- 304
Restricted stock
issues, net 80,500 -- -- -- -- -- --
Exercise of stock
options 420,875 4 1,095 -- -- -- 1,099
Tax effect of exercise
of Stock options -- -- 688 -- -- -- 688
Common stock issued 58,636 1 504 -- -- -- 505
Foreign currency
translation adjustments -- -- -- -- (815) -- (815)
---------- ------ ---------- ---------- ------------- --------- ---------
Balance at Dec. 31, 1999 92,670,940 926 216,109 (15,012) (8,970) 205,125 398,178
Net loss -- -- -- -- -- (16,690) (16,690)
Amortization of
unearned Stock
compensation -- -- 1,173 -- -- -- 1,173
Restricted stock issues,
net 321,136 3 -- -- -- -- 3
Exercise of stock options 551,830 6 2,193 -- -- -- 2,199
Tax effect of exercise of
Stock options -- -- 1,314 -- -- -- 1,314
Common stock issued 154,851 2 845 -- -- -- 847
---------- ------ ---------- ---------- ------------- --------- ---------
Balance at Dec. 31, 2000 93,698,757 937 221,634 (15,012) (8,970) 188,435 387,024
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
========== ====== ========== ========== ============= ========= =========
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
------------- ------------ ------------
2001 2000 1999
------------- ------------ ------------
Cash Flows From Operating
Activities:
Net income (loss) $ 6,156 $ (16,690) $ (1,131)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities
Depreciation and amortization 53,921 45,918 55,006
Provision for (recovery of)
doubtful accounts (3,561) 4,110 7,655
(Gain) loss on sale, disposal of
property and equipment (852) (429) 54
Settlement gain (3,908) -- --
Deferred income taxes (797) (6,757) (14,888)
Cumulative effect of change in
accounting principle -- 783 --
Equity in net loss of
unconsolidated affiliate -- -- 10,658
Other 1,151 (155) 282
Changes in operating assets and
liabilities (net of
acquisitions):
Receivables (45,176) (9,490) 13,654
Receivables from
unconsolidated affiliate 3,989 4,611 (7,151)
Prepaid expenses and other (6,881) (5,090) 3,098
Account payable, employee-
related liabilities, and
other accrued liabilities 10,567 10,097 (18,935)
------------- ------------ ------------
Net cash provided by
operating activities 14,609 26,908 48,302
============= ============ ============
Cash Flows From Investing
Activities:
Proceeds from sale of assets 1,934 2,993 171
Decrease in escrowed funds, net 791 5,834 4,872
Net advances to unconsolidated
affiliate -- -- (12,616)
Additions to property and equipment (13,869) (20,545) (29,252)
Additions to deferred charges (18,633) (11,580) (14,248)
Other -- (105) 399
------------- ------------ ------------
Net cash used in investing
activities (29,777) (23,403) (50,674)
============= ============ ============
Cash Flows from Financing
Activities:
Repayment of long-term debt (106,887) (180,097) (192,104)
Proceeds from long-term debt 105,000 163,203 201,687
Proceeds from sale of common
stock, net 3,133 4,764 1,604
------------- ------------ ------------
Net cash provided by (used
in) financing activities 1,246 (12,130) 11,187
============= ============ ============
Effect of Exchange Rate Change
on Cash -- -- (96)
Cash:
(Decrease) increase (13,922) (8,625) 8,719
Beginning of period 25,462 34,087 25,368
------------- ------------ ------------
End of period $ 11,540 $ 25,462 $ 34,087
============= ============ ============
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
------------- ------------ ------------
2001 2000 1999
------------- ------------ ------------
Net income (loss) $ 6,156 $ (16,690) $ (1,131)
Other comprehensive income (loss):
Foreign currency translation
adjustments -- -- (815)
Reclassification of realized
loss on hedging activities 1,158 -- --
Unrealized loss on hedging
activities (1,578) -- --
Cumulative effect of adoption of
SFAS No. 133 on January 1, 2001 (1,023) -- --
------------- ------------ ------------
Comprehensive income (loss) $ 4,713 $ (16,690) $ (1,946)
============= ============ ============
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. On
December 23, 1996, the Company acquired a 49% ownership interest
in CCC Fabricaciones y Construcciones, S.A. de C.V. ("CCC") (see
Note 12) which was accounted for under the equity method. As more
thoroughly discussed in Note 12, the Company sold all of its
interest in CCC and acquired the offshore marine construction
business of CCC effective July 1, 1999. The new ownership
structure was consolidated into the Company's financial statements
as of the effective date of the transaction.
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 $2.5 million and $9.5 million at December 31, 2001
and 2000, respectively. Certain receivables represent amounts
that have not yet been billed to the customer pursuant to
contractually specified milestone billing requirements.
Escrowed Funds - Escrowed funds totaled $0.1 million and $0.9
million at December 31, 2001 and December 31, 2000, respectively.
These amounts represent unused funds related to the proceeds from
the issuance of Port Improvement Bonds and U.S. Government
Guaranteed Financing Bonds. Under the terms of the financing
agreement with the Lake Charles Harbor and Terminal District,
proceeds from the issuance of $28.0 million of Port Improvement
Revenue Bonds were deposited into a construction fund for payment
of related bond issuance costs and certain costs of construction
and improvement of a deepwater support facility and pipebase in
Carlyss, Louisiana (see Note 3). The Company also received funds
from the sale of U.S. Government Guaranteed Financing Bonds
deposited into an escrow account with MarAd. Due to the fact that
the total cost of certain projects was less than the respective
bond funding, bonds of $0.8 million were redeemed in 2001.
Substantially all of the escrowed funds are invested in U.S.
Treasury Bills and a money market account invested in U.S.
government and U.S. government agency securities.
Assets Held for Sale - The Company classifies certain of its
fixed assets as Assets Held for Sale. These assets, which are
expected to be sold within twelve months, have been taken out of
service and are no longer being depreciated.
Property and Equipment - Property and equipment are stated at
cost. Expenditures for property and equipment and items that
substantially increase the useful lives of existing assets are
capitalized at cost and depreciated. Routine expenditures for
repairs and maintenance are expensed as incurred. Except for
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 $35.2 million, $29.4 million, and $39.4
million for the years ended 2001, 2000, and 1999, 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 December 31, 2000, the change had the effect of
reducing depreciation expense by $0.8 million and reducing the net
loss by $0.7 million or $0.01 per share.
Interest Capitalization - Interest costs for the construction
of certain long-term assets are capitalized and amortized over the
related assets' estimated useful lives. For the year ended 2001,
no interest was capitalized. During the years ended 2000 and
1999, interest costs of $1.4 million, and $3.1 million,
respectively, were capitalized.
Deferred Charges - Deferred charges consist principally of
dry-docking costs which are capitalized at cost and amortized on
the straight-line method, ranging between thirty and sixty months,
through the date of the next scheduled dry-docking. Amortization
expense approximated $15.6 million, $13.6 million, and $14.0
million for the years ended 2001, 2000, and 1999, respectively.
Accumulated amortization at December 31, 2001 and 2000 was $24.4
million and $18.2 million, respectively.
Goodwill - Goodwill represents the excess of the purchase
price and directly related costs over the value assigned to the
net tangible assets of acquired businesses and is being amortized
on a straight-line basis over estimated useful lives of fifteen
years. Amortization expense charged to operations for the years
ended 2001, 2000 and 1999 was $3.1 million, $3.0 million, and $1.3
million, respectively. Accumulated amortization at December 31,
2001 and 2000 was $7.7 million and $4.6 million, respectively.
Management evaluates the continuing value and future benefits
of goodwill, including the appropriateness of related amortization
periods, on a current basis.
Impairment of Long-Lived Assets - Long-lived assets held and
used by the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. The Company assesses the
recoverability of long-lived assets by determining whether the
carrying values can be recovered through projected cash flows and
operating results over their remaining lives. Any impairment of
the asset is recognized when it is probable that such future
undiscounted cash flows will be less than the carrying value of
the asset. No impairment of assets was recorded for the years
ended 2001, 2000 and 1999.
Contracts in Progress and Revenue Recognition - Revenues from
construction contracts, which are typically of short duration, are
recognized on the percentage-of-completion method, measured by
relating the actual cost of work performed to date to the current
estimated total cost of the respective contract. Contract costs
include all direct material and labor costs and those indirect
costs related to contract performance, such as indirect vessel
costs, labor, supplies, and repairs. Provisions for estimated
losses, if any, on uncompleted contracts are made in the period in
which such losses are determined. Selling, general, and
administrative costs are charged to expense as incurred.
Stock-Based Compensation - Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation"
("SFAS 123") encourages, but does not require, companies to record
compensation cost for stock-based employee compensation plans at
fair value. The Company has chosen to continue to account for
stock-based compensation using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") and related
interpretations and has adopted the disclosure-only provisions of
SFAS 123. Accordingly, compensation cost for restricted stock
awards and stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of the
grant over the amount an employee must pay to acquire the stock.
See Note 7.
Income Taxes - Income taxes are recognized during the year in
which transactions enter into the determination of net income,
with deferred taxes being provided for temporary differences
between assets and liabilities for financial reporting and such
amounts as measured by tax laws.
Cumulative Effect of Change in Accounting Principle -
Effective January 1, 2000, the Company changed its depreciation
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 $30.0 million of the Company's
outstanding long-term debt. The agreements involve the exchange
of a variable rate of LIBOR plus 3.00% for amounts based on fixed
interest rates of between 7.32% to 7.38% plus 3.00%. These swaps
have maturities between five to seventeen months. The fair value
of these swaps are currently recording on the consolidated balance
sheet within current liabilities and other liabilities in the
amount of $0.3 million and $1.1 million, respectively. Amounts
expected to be transferred to earnings in the next twelve months
are classified as current liabilities.
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, 2001 and 2000 based upon available market information
approximated $238.9 million and $252.0 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 2001.
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. The change was adopted as a result of
significant changes in the operational and financial structure of
these foreign operations and management's resulting evaluation of
relevant economic facts and circumstances, including the high
proportion of contracts that are denominated in United States
dollars and the high volume of intercompany transactions and
financing indicators. Accordingly, effective October 1, 1999,
current exchange rates are used to remeasure assets and
liabilities, except for certain accounts (including property and
equipment, goodwill and equity) which are remeasured using
historical rates. The translation calculation for the income
statement used average exchange rates during the period, except
certain items (including depreciation and amortization expense)
for which historical rates are used. Any resulting remeasurement
gain or loss is included in other income (expense).
Basic and Diluted Net Income (Loss) Per Share - Basic net
income (loss) per share is computed based on the weighted-average
number of common shares outstanding during the period. Diluted
net income (loss) per share uses the weighted-average number of
common shares outstanding adjusted for the incremental shares
attributed to dilutive outstanding options to purchase common
stock and non-vested restricted stock awards.
Recent Accounting Pronouncements - In July, 2001, the
Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 141, " Business
Combinations". SFAS No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after
June 30, 2001. SFAS No. 141 also requires the recording of all
acquired intangible assets that arise either from contractual or
legal rights, or that are separable from the acquired entity. The
Company adopted this accounting standard effective July 1, 2001,
as required and it had no impact on the Company's financial
position.
In July, 2001, FASB issued of 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, will cease upon adoption of this
statement. Goodwill amortization in 2001 was approximately $3.1
million. As SFAS No. 142 allows, the Company will complete the
required impairment test in the second quarter of 2002. The
Company has not determined the impact that this statement will
have on its consolidated financial position or results of
operations. The Company will adopt SFAS No. 142 beginning
January 1, 2002.
SFAS No. 143, "Accounting for Asset Retirement Obligations",
requires the recording of liabilities for all legal obligations
associated with the retirement of long-lived assets that result
from the normal operation of those assets. These liabilities are
required to be recorded at their fair values (which are likely to
be the present values of the estimated future cash flows) in the
period in which they are incurred. SFAS No. 143 requires the
associated asset retirement costs to be capitalized as part of
the carrying amount of the long-lived asset. The asset
retirement obligation will be accreted each year through a charge
to expense. The amounts added to the carrying amounts of the
assets will be depreciated over the useful lives of the assets.
The Company is required to implement SFAS No. 143 on January 1,
2003, and we have not determined the impact that this statement
will have on its consolidated financial position or results of
operations.
SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-lived Assets", promulgates standards for measuring and
recording impairments of long-lived assets. Additionally, this
standard establishes requirements for classifying an asset as
held for sale, and changes existing accounting and reporting
standards for discontinued operations and exchanges for long-
lived assets. The Company is required to implement SFAS No. 144 on
January 1, 2002, and does not expect the implementation of this
standard to have a material effect on its financial position or
results of operations.
2. Property and Equipment
Property and equipment at December 31, 2001 and 2000 is
summarized as follows:
December 31, December 31,
------------ ------------
2001 2000
------------ ------------
(in thousands)
Marine barges, vessels, and related equipment $ 555,444 $ 520,158
Machinery and equipment 64,436 58,574
Transportation equipment 4,047 4,241
Furniture and fixtures 8,952 8,526
Buildings and leasehold improvements 61,080 60,987
Land 7,531 7,531
Construction in progress 7,024 37,294
------------ ------------
708,514 697,311
Less accumulated depreciation and amortization (206,256) (172,310)
------------ ------------
Property and equipment - net $ 502,258 $ 525,001
============ ============
3. Financing Arrangements
Long-term debt at December 31, 2001 and 2000 consisted of the following:
December 31, December 31,
------------ ------------
2001 2000
------------ ------------
(in thousands)
United States Government Guaranteed
Ship Financing Bonds, 2000 Series
dated February 15, 2000, payable in
semi-annual principal installments of
$1,980,000 with a final installment
of $1,980,000 plus interest at 7.71%,
maturing February 15, 2025,
collateralized by the Hercules vessel
and related equipment with a net book
value of $108.8 million at December
31, 2001 $ 93,060 $ 97,020
United States Government Guaranteed
Ship Financing Bonds, 1994 Series
dated September 27, 1994, payable in
semi-annual principal installments of
$418,000 with 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 $37.6 million at December
31, 2001 15,418 16,254
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 $20.6
million at December 31, 2001 16,340 17,479
Heller Financial Inc. term loan,
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,
collateralized by four vessels, with
a net book value of $10.0 million at
December 31, 2001 4,375 7,875
Obligation to service Lake Charles
Harbor and Terminal District Port
Improvement Revenue Bonds, dated
November 1, 1998, interest payable
monthly at prevailing market rates,
maturing November 1, 2027,
collateralized by $27.9 million
irrevocable letter of credit 27,600 28,000
Revolving line of credit with a
syndicate of commercial banks,
interest payable at variable rates 26,000 --
Term loan with a syndicate of
commercial banks 51,030 68,040
Other obligations 917 1,959
------------ ------------
Total long-term debt 234,740 236,627
------------ ------------
Less current maturities 26,496 26,674
------------ ------------
Long-term debt, less current maturities $ 208,244 $ 209,953
============ ============
Annual maturities of long-term debt for each of the five
years following December 31, 2001 and in total thereafter
follow (in thousands).
2002 $ 26,496
2003 23,869
2004 48,684
2005 5,645
2006 5,647
Thereafter 124,399
------------
Total $ 234,740
In accordance with the United States Government Guaranteed
Ship Financing Bond agreements, the Company is required to comply
with certain covenants, including the maintenance of minimum
working capital and net worth requirements, which if not met,
result in additional covenants including restrictions on the
payment of dividends. The Company is currently in compliance
with these covenants.
The Lake Charles Harbor and Terminal District Port
Improvement Revenue Bonds (the "Bonds") are subject to optional
redemption, generally without premium, in whole or in part on any
business day prior to maturity at the direction of the Company.
Interest accrues at varying rates as determined from time to time
by the remarketing agent based on (i) specified interest rate
options available to the Company over the life of the Bonds and
(ii) prevailing market conditions at the date of such
determination. The interest rate on borrowings outstanding at
December 31, 2001 and 2000 was 5.75% and 8.0%, respectively.
Under the terms of the financing, proceeds from the issuance of
the Bonds were placed in a Construction Fund for the payment of
issuance related costs and the costs of acquisition,
construction, and improvement of a deepwater support facility and
pipebase in Carlyss, Louisiana. The unexpended funds are
included in the accompanying balance sheets under the caption
"Escrowed Funds."
The Company maintains a credit facility, which currently
consists of a $51.0 million term loan facility and a $100.0
million revolving loan facility. As of March 1, 2002, the Company
had $13.5 million of credit capacity under its credit facility.
Both the term and revolving loan facilities mature on December 30,
2004. The term and revolving loan facilities permit both prime
rate bank borrowings and London Interbank Offered Rate ("LIBOR")
borrowings plus a floating spread. The spreads can range from
1.00% to 2.25% and 2.25% to 3.50% for prime rate and LIBOR based
borrowings, respectively. In addition, the credit facility allows
for certain fixed rate interest options on amounts outstanding.
Stock of the Company's subsidiaries, certain real estate, and the
majority of the Company's vessels collateralize the loans under
the credit facility. Both the term and revolving loan facilities
are subject to certain financial covenants.
Effective June 30, 2001, the Company amended its credit
facility and obtained a waiver of two covenants that were not met
at June 30, 2001. The amendment i) reduced the requirements of
the leverage ratio covenant for the quarter ended September 30,
2001 and the fixed charge coverage ratio covenant for the quarters
ended September 30, 2001 and December 31, 2001, and increased the
requirements of both covenants for the quarter ending March 31,
2002 and thereafter; ii) increased the requirement of the
consolidated net worth covenant to $510.0 million for the quarter
ended December 31, 2001 and thereafter; and iii) increased the
interest rate spread applicable to the Company's borrowings under
the credit facility. In consideration for this waiver and
amendment, the Company paid a fee of $0.8 million.
Effective November 30, 2001, the Company amended its credit
facility. The amendment i) reduced the requirements of the
leverage ratio covenant for the quarters ending December 31, 2001
and March 31, 2002 and the fixed charge coverage ratio covenant
for the quarter ended December 31, 2001; ii) extended the
requirement of the consolidated net worth covenant of $510.0
million to June 30, 2002; iii) reduced the permitted capital
expenditures to $35 million in 2002. In consideration for this
amendment the Company pad a fee of $0.5 million.
On March 18, 2002, the Company further amended its credit
facility. The amendment reduced the requirement of the
consolidated net worth covenant to $440.0 million for the quarter
ending June 30, 2002 and thereafter. The Company paid an
amendment fee of $0.2 million. Prior to June 30, 2002, the
Company intends to make an underwritten equity offering. The net
proceeds of this offering will be used to pay down the remaining
term debt resulting in the compliance with the aforementioned amended
consolidated net worth covenant. A group of lenders has committed
to provide a $30.0 million up to a $45.0 million 364-day credit facility
to the Company upon consummation of the anticipated equity
offering to provide additional liquidity. There can be no assurance,
however, that such credit facility will be executed. If the Company does
not complete an equity offering prior to June 30, 2002, it expects to
seek waivers for the consolidated net worth covenant from its
lenders. If the Company does not meet the covenants or receive a
waiver, substantially all of the Company's debt will be classified
as a current liability and additional borrowing under the credit
facility may be unavailable. At December 31, 2001, the Company
was in compliance with its credit facility.
The Company is a party to interest rate swap agreements,
which effectively modify the interest characteristics of $30.0
million of its outstanding long-term debt. The agreements involve
the exchange of a variable interest rate of LIBOR plus 3.00% for
amounts based on fixed interest rates of between 7.32% to 7.38%
plus 3.00%. These swaps have maturities between five to seventeen
months.
The Company has short-term credit facilities available at its
foreign locations that aggregate $4.5 million and are secured by
parent company guarantees.
4. Income Taxes
The Company has provided for income tax expense (benefit) as follows:
Year Ended Year Ended Year Ended
December 31, December 31, December, 31
------------- ------------ ------------
2001 2000 1999
------------- ------------ ------------
(in thousands)
U.S. Federal and State:
Current $ -- $ -- $ 1,365
Deferred 1,874 (1,513) (15,353)
Foreign:
Current 5,063 2,366 5,984
Deferred (2,671) (3,660) 447
------------- ------------ ------------
Total $ 4,266 $ (2,807) $ (7,557)
State income taxes included above are not significant for any of the periods
presented.
Income (loss) before income taxes consisted of the following:
Year Ended Year Ended Year Ended
December 31, December 31, December, 31
------------- ------------ ------------
2001 2000 1999
------------- ------------ ------------
(in thousands)
United States $ 6,484 $ (4,430) $ (27,375)
Foreign 3,938 (14,284) 18,687
------------- ------------ ------------
Total $ 10,422 $ (18,714) $ (8,688)
The provision (benefit) for income taxes varies from the U.S. Federal
statutory income tax rate due to the following:
Year Ended Year Ended Year Ended
December 31, December 31, December, 31
------------- ------------ ------------
2001 2000 1999
------------- ------------ ------------
(in thousands)
Taxes at U.S. Federal
statutory rate of 35% $ 3,648 $ (6,550) $ (3,041)
Foreign tax credit (408) -- --
Tax benefit of disposition of
CCC, net -- -- (2,991)
Adjustments related to
resolution of prior year
tax issues -- -- (1,500)
Foreign income taxes at
different rates 1,014 3,705 (109)
Other 12 38 84
------------- ------------ ------------
Total $ 4,266 $ (2,807) $ (7,557)
At December 31, 2001, the Company has an available net
operating loss ("NOL") carryforward for regular U.S. federal
income tax and foreign jurisdiction purposes of approximately
$94.6 million and $20.0 million, respectively, which, if not
used, will expire between 2017 and 2019, and between 2005 and
2010, 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, 2001 and 2000 are as follows:
December 31, December 31,
------------- -------------
2001 2000
------------- -------------
Deferred Tax Liabilities:
Excess book over tax basis
of property and equipment $ 69,273 $ 66,326
Deferred charges 3,108 1,928
Deferred Tax Assets:
Reserves not currently
deductible (306) (370)
Net operating loss carryforward (39,019) (33,250)
Capital loss carryforward (6,998) (7,106)
Other (62) (111)
------------- -------------
Net deferred tax liability $ 25,996 $ 27,417
============= =============
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, 2001, the cumulative amount of such undistributed
earnings approximated $54.8 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 2001, 2000 or 1999.
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 2001, 2000 and
1999 was $0.5 million, $0.1 million, and $0.6 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 2001, 2000 and 1999, 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 leases with its Chief Executive Officer. Rent expense
for the years ended 2001, 2000 and 1999, was $4.8 million, $2.2
million and $1.9 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 $3.0 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, 2001 and in total thereafter
follow (in thousands):
2002 $ 2,417
2003 1,543
2004 938
2005 532
2006 455
Thereafter 1
-----------
Total $ 5,886
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 $2.3 million. The Company believes that
the 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, 2001 approximates $7.4 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. Some of these
financial instruments are secured by parent guarantees. The
aggregate of these guarantees and bonds at December 31, 2001 was
$18.0 million.
Letters of Credit - In the normal course of its business
activities, the Company is required to provide letters of credit
to secure the performance and/or payment of obligations,
including the payment of worker's compensation obligations.
Additionally, the Company has issued a letter of credit as
collateral for $27.9 million of Port Improvement Revenue Bonds.
Outstanding letters of credit at December 31, 2001 approximated
$40.5 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, 1998, the
Company had purchased 1,429,500 shares since the authorization at
a total cost of $15.0 million. No shares were purchased in 2001
or 2000. Under the Company's current credit facility stock
purchases are prohibited.
Restricted Stock Awards and Stock Option Plans - During
2001, 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 $1.3 million, $1.2 million and $0.3
million for the years ended 2001, 2000 and 1999, respectively.
The balance of Unearned Stock Compensation to be amortized in
future periods was $3.5 million and $4.9 million at December 31,
2001 and 2000, 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
145,647 were available for grant at December 31, 2001. Shares
granted under the plan vest 33 1/3% on the third, fourth, and
fifth anniversary date of grant. During the years ended 2001,
2000 and 1999, no awards were made under the plan. During the
year ended December 31, 2001, restrictions on 17,997 shares
expired. On December 31, 2001, restrictions remained on 1,998
shares.
The 1992 Stock Option Plan provides for grants of incentive
and nonqualified options to employees approved by a committee of
the Board of Directors. Options granted under the plan have a
maximum term of ten years and are exercisable, subject to
continued employment, under terms and conditions set forth by the
committee. As of December 31, 2000, the number of shares
reserved for issuance under the 1992 Stock Option Plan and the
1995 Employee Stock Purchase Plan was 9,600,000 shares of which
7,200,000 was reserved under the 1992 Stock Option Plan of which
624,294 were available for grant under the 1992 Stock Option
plan. 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, 2001, 7,500,000 shares of common stock have been
reserved for issuance under the plan, of which 2,654,833 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 2001, 2000 and 1999, the
Company issued 57,500, 367,500 and 109,500 restricted stock
awards, respectively, with a weighted average value at the time
of issue of $11.673 per share, $11.329 per share, and $9.936 per
share, respectively. As of December 31, 2001, restrictions
remained on 496,856 shares and 91,669 shares have been
surrendered.
The following table shows the changes in options outstanding
under all plans for the years ended 2001, 2000 and 1999:
At 85% of Market At or Above Market
--------------------- --------------------
Weighted Weighted
Shares Avg. Shares Avg.
Price Price
---------- --------- --------- ---------
Outstanding on December 31, 1998 1,083,200 $ 3.779 4,204,875 $ 9.690
Granted 58,000 6.059 866,500 9.669
Surrendered (67,200) 7.665 (716,130) 11.992
Exercised (184,240) 1.836 (237,900) 3.332
---------- --------- --------- ---------
Outstanding on December 31, 1999 889,760 3.737 4,117,345 9.652
Granted 7,000 9.188 2,574,500 10.961
Surrendered (50,750) 8.031 (634,580) 11.283
Exercised (188,770) 2.552 (360,060) 4.848
---------- --------- --------- ---------
Outstanding on December 31, 2000 657,240 4.282 5,697,205 10.200
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
---------- --------- --------- ---------
Exercisable at December 31, 2001 158,300 $ 7.268 2,810,986 $ 9.091
========== ========= ========= =========
The following table summarizes information about stock options outstanding
at December 31, 2001:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------------------- ----------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Number Contractual Exercise Number Exercise
Exercise Prices Outstanding Life (Years) Price Exercisable Price
---------------- ----------- ------------- -------- ----------- ----------
$ 1.541 - 1.813 316,980 1.31 $ 1.588 316,980 $ 1.588
2.325 - 3.281 745,571 3.23 2.721 745,571 2.721
4.625 - 6.890 749,205 8.36 5.756 211,905 5.963
7.063 - 10.375 1,499,940 4.10 7.890 487,730 8.144
10.625 - 15.820 2,885,108 8.15 11.579 619,500 11.595
16.000 - 20.188 896,200 6.42 19.332 587,600 20.003
---------------- ----------- ------------- -------- ----------- ----------
$ 1.541 - 20.188 7,093,004 6.27 $ 9.076 2,969,286 $ 8.994
================ =========== ============= ======== =========== ==========
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. 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,
2001, 9,512 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, 2001, 224 employees purchased 114,737 shares at a weighted
average cost of $7.565 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. For the year ended December
31, 1999, 276 employees purchased 154,299 shares at a weighted
average cost of $5.630 per share. At December 31, 2001,
1,368,220 shares were available for issuance under the plan.
Proforma Disclosure - In accordance with APB 25,
compensation cost has been recorded in the Company's financial
statements based on the intrinsic value (i.e., the excess of the
market price of stock to be issued over the exercise price) of
restricted stock awards and shares subject to options.
Additionally, under APB 25, the Company's employee stock purchase
plan is considered noncompensatory and, accordingly, no
compensation cost has been recognized in the financial
statements. Had compensation cost for the Company's grants under
stock-based compensation arrangements for the years ended 2001,
2000 and 1999, been determined consistent with SFAS 123, the
Company's net income (loss) and net income (loss) per share
amounts for the respective periods would approximate the
following proforma amounts (in thousands, except per share data):
Year Ended Year Ended Year Ended
December 31, December 31, December, 31
----------------- ------------------- -------------------
2001 2000 1999
----------------- ------------------- -------------------
Reported Proforma Reported Proforma Reported Proforma
-------- -------- --------- --------- --------- ---------
Net income (loss) $ 6,156 $ 469 $(16,690) $(21,555) $ (1,131) $ (4,670)
======== ======== ========= ========= ========= =========
Net income (loss)
per share
Basic $ 0.07 $ 0.01 $ (0.18) $ (0.23) $ (0.01) $ (0.05)
Diluted $ 0.07 $ 0.01 $ (0.18) $ (0.23) $ (0.01) $ (0.05)
======== ======== ========= ========= ========= =========
The weighted-average fair value of options that were 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 the grant using
the Black-Scholes option pricing model with the following
assumptions: (i) dividend yield of 0%, (ii) expected volatility
of 64.89%, (iii) risk-free interest rate of 5.13%, and (iv)
expected life of 7.00 years.
The weighted-average fair value of options granted during
the year ended December 31, 1999 was $6.27. The fair value of
each option granted is estimated on the date of grant using the
Black-Scholes option pricing model with the following
assumptions: (i) dividend yield of 0%, (ii) expected volatility
of 61.49%, (iii) risk-free interest rate of 6.67%, and (iv)
expected life of 7.00 years.
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, 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)
Year ended
December 31, 1999 (1,131) 90,700 -- 90,700 (0.01) (0.01)
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 2000 and 1999
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. In order to provide consistency with
management reporting, the Pioneer has been reassigned to the Gulf
of Mexico Offshore Construction Segment for 2000. The Pioneer
was previously reported under the Gulf of Mexico Marine Support
Segment. Gulf of Mexico Diving is all diving services including
those performed using dive support vessels. Gulf of Mexico
Marine Support includes services performed using liftboat
services, crewboat services, and transportation services. Latin
America, West Africa, Asia Pacific, and Middle East include a
broad range of offshore construction services, including pipelay
and derrick, diving, offshore support vessels, and trenching
services. In 1999, Latin America also included services and
equipment provided to CCC and the 49% equity in CCC's results to
July 1, 1999, the effective date of the Company's disposal of its
ownership interest in CCC (see Note 12). Many of the Company's
services are integrated, and thus, are performed for other of the
Company's segments, typically at rates charged to external
customers.
The following tables show information about the profit or
loss and assets of each of the Company's reportable segments for
the years ended 2001, 2000, and 1999. 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 Year Ended Year Ended
December 31, December 31, December, 31
------------ ------------ ------------
2001 2000 1999
------------ ------------ ------------
(in thousands)
Revenues from external customers:
Gulf of Mexico Offshore Construction $ 126,214 $ 111,133 $ 117,378
Gulf of Mexico Diving 26,263 19,859 19,141
Gulf of Mexico Marine Support 39,141 25,322 17,114
West Africa 30,557 33,394 81,137
Latin America 60,856 60,789 91,332
Asia Pacific 111,429 34,265 56,098
Middle East 11,265 12,819 4,006
------------ ------------ ------------
$ 405,725 $ 297,581 $ 386,206
============ ============ ============
Intersegment revenues:
Gulf of Mexico Offshore Construction $ 4,352 $ 2,043 $ 3,695
Gulf of Mexico Diving 15,827 17,923 10,186
Gulf of Mexico Marine Support 4,091 4,620 4,126
West Africa -- -- --
Latin America -- -- --
Asia Pacific -- -- --
Middle East -- -- --
------------ ------------ ------------
$ 24,270 $ 24,586 $ 18,007
============ ============ ============
Interest expense:
Gulf of Mexico Offshore Construction $ 5,433 $ 5,498 $ 3,435
Gulf of Mexico Diving 972 965 832
Gulf of Mexico Marine Support 1,955 1,685 1,680
West Africa 2,130 1,782 1,243
Latin America 6,769 5,474 3,812
Asia Pacific 5,016 4,678 2,481
Middle East 1,053 1,188 417
------------ ------------ ------------
$ 23,238 $ 21,270 $ 13,900
============ ============ ============
Depreciation and amortization:
Gulf of Mexico Offshore Construction $ 15,253 $ 10,409 $ 22,742
Gulf of Mexico Diving 4,006 3,459 3,250
Gulf of Mexico Marine Support 5,469 5,829 6,819
West Africa 1,713 2,395 4,295
Latin America 8,338 8,837 6,595
Asia Pacific 11,318 7,862 5,664
Middle East 2,271 3,116 3,157
------------ ------------ ------------
$ 48,368 $ 41,907 $ 52,522
============ ============ ============
Income (loss) before income taxes:
Gulf of Mexico Offshore Construction $ (2,294) $ (2,693) $ 3,856
Gulf of Mexico Diving 2,671 2,050 (891)
Gulf of Mexico Marine Support 15,507 4,739 (1,383)
West Africa 1,409 (5,070) 8,224
Latin America 931 39 5,472
Asia Pacific (2,881) (14,287) (10,451)
Middle East (3,441) (3,460) (6,816)
------------ ------------ -----------
$ 11,902 $ (18,682) $ (1,989)
============ ============ ===========
Segment assets at period-end:
Gulf of Mexico Offshore Construction $ 295,403 $ 269,907 $ 264,151
Gulf of Mexico Diving 26,641 34,578 30,980
Gulf of Mexico Marine Support 34,410 30,440 34,960
West Africa 50,031 31,554 61,643
Latin America 106,819 140,184 135,446
Asia Pacific 185,444 151,133 145,808
Middle East 16,840 33,658 34,275
------------ ------------ ------------
$ 715,588 $ 691,454 $ 707,263
============ ============ ============
Expenditures for long-lived assets:
Gulf of Mexico Offshore Construction $ 9,170 $ 13,007 $ 7,076
Gulf of Mexico Diving 380 317 963
Gulf of Mexico Marine Support 82 5,205 1,220
West Africa 511 230 386
Latin America -- 136 58,174
Asia Pacific 3,279 331 9,305
Middle East 18 131 129
------------ ------------ ------------
$ 13,440 $ 19,357 $ 77,253
============ ============ ============
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 Year Ended Year Ended
December 31, December 31, December, 31
------------ ------------ ------------
2001 2000 1999
------------ ------------ ------------
(in thousands)
Revenues
Total for reportable segments $ 429,995 $ 322,167 $ 404,213
Total for other segments 379 1,164 1,757
Elimination of intersegment
revenues (24,270) (24,586) (18,518)
------------ ------------ ------------
Total consolidated revenues $ 406,104 $ 298,745 $ 387,452
============ ============ ============
Income (loss) before income taxes
Total for reportable segments $ 11,902 $ (18,682) $ (1,989)
Total for other segments 67 (32) 336
Unallocated corp. (expenses)
income (1,547) -- (7,035)
------------ ------------ ------------
Total consolidated income
(loss) before tax $ 10,422 $ (18,714) $ (8,688)
============ ============ ============
Segment assets at period-end
Total for reportable segments $ 715,588 $ 691,454 $ 707,263
Total for other segments -- 2,648 4,052
Corporate assets 32,589 36,085 44,620
------------ ------------ ------------
Total consolidated assets $ 748,177 $ 730,187 $ 755,935
============ ============ ============
Other items:
Interest expense
Total for reportable segments $ 23,328 $ 21,270 $ 13,900
Total for other segments -- 23 64
Unallocated (over allocated)
corp. interest expense (1,460) 1,469 536
------------ ------------ ------------
Total consolidated interest expense $ 21,868 $ 22,762 $ 14,500
============ ============ ============
Depreciation and amortization
Total for reportable segments $ 48,368 $ 41,907 $ 52,522
Total for other segments -- 108 237
Unallocated corporate
depreciation 5,553 3,903 2,247
------------ ------------ ------------
Total consolidated depreciation and
Amortization $ 53,921 $ 45,918 $ 55,006
============ ============ ============
Expenditures for long-lived assets
Total for reportable segments $ 13,440 $ 19,357 $ 77,253
Total for other segments -- -- 1
Corporate expenditures 429 1,188 10,105
------------ ------------ ------------
Total consolidated expenditures $ 13,869 $ 20,545 $ 87,359
============ ============ ============
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 Year Ended Year Ended
December 31, December 31, December, 31
------------ ------------ ------------
2001 2000 1999
------------ ------------ ------------
Revenues from external customers
United States $ 191,997 $ 157,478 $ 154,879
Foreign areas 214,107 141,267 232,573
------------ ------------ ------------
$ 406,104 $ 298,745 $ 387,452
============ ============ ============
Long-lived assets at period-end
United States $ 302,182 $ 313,274 $ 315,884
Foreign areas 200,076 211,727 223,294
------------ ------------ ------------
$ 502,258 $ 525,001 $ 539,178
============ ============ ============
9. Major Customers
Sales to various customers for 2001, 2000 and 1999, that amount to 10% or more
of the Company's revenues, follows:
Year Ended Year Ended Year Ended
December 31, December 31, December, 31
-------------- ------------- -------------
2001 2000 1999
-------------- ------------- -------------
(dollars in thousands)
Amt. % Amt. % Amt. %
--------- ---- -------- ---- -------- ----
Customer A $ 45,014 11% $ -- -- $ -- --
Customer B -- --% 47,926 16% 70,264 18%
Customer C -- --% -- -- 42,223 11%
Customer D 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 and
Customer D were reported by the Company's Latin America segment.
10. Supplemental Disclosures of Cash Flow Information
Supplemental cash flow information for 2001, 2000 and 1999 are as follows:
Year Ended Year Ended Year Ended
December 31, December 31, December, 31
------------ ----------- ------------
2001 2000 1999
------------ ----------- ------------
(dollars in thousands)
Cash paid for:
Interest, net of amount capitalized $ 23,218 $ 17,530 $ 16,223
Income taxes 4,281 5,387 4,931
Non-cash investing and financing
activities:
In connection with acquisitions,
liabilities assumed were as follows:
Fair value of assets acquired, net
of cash acquired -- -- 27,246
Goodwill acquired -- -- 43,085
------------ ----------- ------------
Fair value of liabilities assumed $ -- $ -- $ 70,331
============ =========== ============
Other Non-Cash Transactions:
During 2001, 2000 and 1999, 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
2001 and 2000:
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
-------------------------------------------
March 31 June 30 Sept. 30 Dec. 31
---------- ---------- ---------- ----------
(in thousands, except per share amounts)
Year Ended December 31, 2000
Revenues $ 78,740 $ 68,022 $ 79,319 $ 72,664
Gross profit 5,146 6,459 13,911 9,867
Net loss (6,801) (5,470) (708) (3,711)
Net loss per share
Basic $ (0.07) $ (0.06) $ (0.01) $ (0.04)
Diluted $ (0.07) $ (0.06) $ (0.01) $ (0.04)
12. Investment in and Advances to Unconsolidated Affiliate
In a Transaction Agreement effective July 1, 1999, the
Company acquired the offshore marine construction business of CCC
Fabricaciones y Construcciones, S.A. de C.V. ("CCC"), a leading
provider of offshore construction services in Mexico, and sold
its 49% ownership interest in CCC to CCC's other principal
shareholder. Under the terms of the transaction, the Company
acquired four marine vessels, a marine support base at Ciudad del
Carmen, Mexico, and existing contracts to perform approximately
$72.0 million of offshore marine construction. As consideration
for the assets acquired, the Company assumed approximately $32.0
million of CCC indebtedness (which the Company previously
guaranteed) and other net accounts payable and liabilities of
approximately $38.3 million related to CCC's offshore marine
construction operation. The acquisition was accounted for as a
purchase and, accordingly, the acquisition cost has been
allocated to the net tangible assets acquired based on their fair
market values with the excess, approximating $43.1 million,
recorded as goodwill. The results of operations of the acquired
business are included (on a full consolidated basis) in the
accompanying financial statements from the effective date of the
acquisition.
The following unaudited proforma income statement data for
the year ended 1999 reflects the acquisition assuming it occurred
effective April 1, 1998:
Year Ended
December 31,
---------------
1999
---------------
Revenues $ 505,346
Net loss (10,190)
Net loss per share:
Basic $ (0.11)
Diluted $ (0.11)
Prior to the aforementioned sale of its 49% ownership interest in CCC,
the Company's investment in CCC was accounted for under the equity method.
During 1999, the Company advanced funds to CCC (under
interest bearing and non-interest bearing arrangements), provided
barge charters, diving and other construction support services to
CCC, and was reimbursed for expenditures paid on behalf of CCC.
Included in the accompanying balance sheet as "other receivables"
at December 31, 2000 is amounts due from CCC totaling $4.0
million. Revenues and expense reimbursements relating to
transactions with CCC approximated $6.5 million and $0.7 million,
respectively, for the year ended December 31, 1999. No interest
income related to advances to CCC was recognized during the years
ended 2001, 2000 and 1999.
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. Oceaneering Transaction
On September 30, 2000, the Company completed a transaction to
exchange certain of its remotely operated vehicles (ROV) assets
for certain non-U.S. diving assets of Oceaneering International,
Inc. and share certain international facilities with Oceaneering
in Asia and Australia. Global conveyed to Oceaneering its ROVs
and related equipment in Asia and Australia and its ROV Triton XL-
II in the Gulf of Mexico. In exchange, Oceaneering conveyed to
Global the dive support vessel Ocean Winsertor along with air and
saturation diving equipment in Asia, Australia, China, and the
Middle East. The assets received were accounted for based on the
fair value of the assets conveyed to Oceaneering. As the fair
value of the assets exchanged approximated their book value, no
gain or loss was recognized.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following includes all directors and executive officers
of the Company as of December 31, 2001. All executive officers and
directors named below are elected annually and hold office until
a successor has been duly elected and qualified.
Name Age Position
---- --- --------
William J. Dore' 59 Chairman of the Board of Directors and Chief
Executive Officer
James C. Day 59 Director
Edward P. Djerejian 63 Director
Edgar G. Hotard 58 Director
Richard A. Pattarozzi 58 Director
James L. Payne 65 Director
Michael J. Pollock 55 Director
Peter S. Atkinson 54 President
Timothy W. Miciotto 58 Senior Vice President, Chief Financial Officer
Nicolas A. Alvarado 57 Senior Vice President, Worldwide Business
Development and Latin America
Byron W. Baker 46 Senior Vice President, Equipment, Operations
and Regulatory
R. Craig Broussard 40 Senior Vice President, Asia Pacific
Wilmer J. Buckley, Jr. 52 Senior Vice President, Human Resources
James J. Dore' 47 Senior Vice President, Diving and Special
Services
Lawrence C. McClure 46 Senior Vice President, Offshore Construction
Division/Engineering
Robert L. Patrick 51 Senior Vice President, Project Management
Services
Russell J. Robicheaux 53 Senior Vice President, General Counsel
Mr. William J. Dore' is the Company's founder and has served
as Chairman of the Board of Directors, President and Chief
Executive Officer since 1973 and most recently, as of June 2000,
Chairman of the Board and Chief Executive Officer. Mr. Dore' has
over thirty years of experience in the diving and marine
construction industry. He is a past President of the Association
of Diving Contractors and has served on the Board of Directors
executive committee of the National Ocean Industry Association.
James C. Day joined the Board of Directors of the Company in
February 1993. Mr. Day has been Chairman of the Board of
Directors since October 1992, and Chief Executive Officer since
January 1984, of Noble Drilling Corporation, a Houston, Texas
based offshore drilling contractor. He previously also served as
President of Noble Drilling. He serves as a Trustee of the Samuel
Roberts Noble Foundation, Inc. He has served as Chairman of the
International Association of Drilling Contractors, the National
Ocean Industries Association, and currently serves on the Board of
the American Petroleum Institute. Mr. Day received a BS degree in
Business Administration from Phillips University.
Edward P. Djerejian joined the Board of Directors of the
Company in February 1996. Since August 1994, Mr. Djerejian has
been the Director of the James A. Baker III Institute of Public
Policy at Rice University. A former United States Ambassador, he
served as U.S. Ambassador to Israel in 1994. During his more than
thirty years in the United States Foreign Service, Mr. Djerejian
served as U.S. Ambassador to the Syrian Arab Republic, and as
Assistant Secretary of State for Near Eastern Affairs under
Presidents Bush and Clinton. He received the Department of
State's Distinguished Service Award in 1993 and the President's
Distinguished Service Award in 1994. Mr. Djerejian is a graduate
of the School of Foreign Service at Georgetown University and
serves on the Board of Directors of Occidental Petroleum
Corporation and Baker Hughes, Inc.
Edgar G. Hotard joined the Board of Directors in May 1999.
Mr. Hotard is an independent consultant/investor, having
retired as President and Chief Operating Officer of
Praxair, Inc. in January 1999 where he was first elected President
and a Board Director in 1992. When Praxair was spun off from
Union Carbide Corporation in 1992, Mr. Hotard was a Union Carbide
corporate Vice-president. Mr. Hotard serves on the Board of Directors
of EDGEN Corporation, Global Power Equipment Group, Inc., and Home
Care Supply, Inc. He is Chairman of Spectral Genomics, Inc.,
Surface Logix, Inc., and Monitor Group (China). He currently
serves on the Board of Directors of the US China Business Council,
is past Chairman of the Compressed Gas Association and a founding
sponsor of the China Economic and Technology Alliance. In December
2000, he received the Great Wall Award from the municipality of
Beijing, China. Mr. Hotard received a BS degree in Mechanical
Engineering from Northwestern University.
Richard A. Pattarozzi joined the Board of Directors of the
Company in May 2000. Mr. Pattarozzi retired as Vice President of
Shell Oil Company in January 2000. He also previously served as
President and Chief Executive Officer for both Shell Deepwater
Development, Inc. and Shell Deepwater Production, Inc. Mr.
Pattarozzi serves on the Board of Directors of Stone Energy, Inc.,
Transocean Sedco Forex, Inc., OSCA, Inc., and Tidewater, Inc,.
He received a BS degree in Civil Engineering from
the University of Illinois.
James L. Payne joined the Board of Directors of the Company
in December 2000. Since October 2001, Mr. Payne has been Chief
Executive Officer and President of Nuevo Energy Corporation. Mr.
Payne retired as Vice Chairman of Devon Energy, Inc. in January
2001. Prior to its merger with Devon Energy, Mr. Payne was Chief
Executive Officer and Chairman of Santa Fe Snyder, Inc. Mr. Payne
serves on the Board of Directors of Nabors Industries, B.J.
Services Company and Nuevo Energy Corporation. Mr. Payne is a
graduate of the Colorado School of Mines and received an MBA from
Golden State University.
Michael J. Pollock joined the Board of Directors of the
Company in 1992. Mr. Pollock retired from the Company in February
1998. The Company employed him for eight years, most recently as
Vice President, Chief Financial Officer and Treasurer. From
September 1990 to December 1992, Mr. Pollock was Treasurer and
Chief Financial Officer of the Company and from December 1992
until April 1996 was Vice President, Chief Administrative Officer.
Mr. Pollock currently serves as Director and Chief Executive
Officer of CoStreet Communications, Inc., (formerly Orbis1 Carrier
Services). He received a BS degree from the University of
Louisiana-Lafayette. Mr. Pollock is a certified public accountant
and a certified internal auditor.
Mr. Atkinson joined the Company in September of 1998 as Vice
President and Chief Financial Officer. In June 2000, he was
named President. Prior to joining Global he had been Director -
Financial Planning with J. Ray McDermott, S.A., having previously
served in various capacities at McDermott International, Inc. and
J. Ray McDermott, S.A. for twenty-three years. At McDermott, he
served at the corporate level as well as in the North Sea, Middle
East, West Africa and Central and South America.
Mr. Miciotto joined the Company as Vice President and Chief
Financial Officer in June 2000. 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. Alvarado joined the Company as Vice President, Worldwide
Business Development in May 2000. In October 2000, Mr. Alvarado
assumed additional responsibilities for the Company's Latin
America operations. In August 2001, he was named Senior Vice
President, Worldwide Business Development and Latin America. Mr.
Alvarado previously served as General Manager for Chevron in
Venezuela. He has over thirty years of experience in various
domestic and international management positions with Chevron,
including more than fifteen years resident experience in
Venezuela, Australia, Canada, Indonesia and Europe.
Mr. Baker joined the Company in April 1997 as Operations
Manager in Mexico. In 1999, he was named International Offshore
Operations Manager. In February 2000, Mr. Baker was appointed
Vice President, Offshore Operations. In August 2001, he was
named Senior Vice President, Equipment, Operations, 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. Broussard joined the Company in June 1990 as Regional
Marketing Representative. Mr. Broussard has served in various
roles in the Company's domestic divisions including management
positions in marketing and sales, contracts and estimating,
operations, and projects. In addition, Mr. Broussard has served
as Manager of Proposals and Projects Middle East, based in
Sharjah, United Arab Emirates. Mr. Broussard served as Regional
Manager Asia Pacific based in Singapore from July 1998 through
March 2000. Mr. Broussard was named Vice President, Asia
Pacific/Middle East in April 2000. In August 2001, he was named
Senior Vice President, Asia Pacific.
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. 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. Mr. Dore' is the brother
of William J. Dore'.
Mr. McClure joined the Company in January 1989 as Assistant
Operations Manager and was promoted to Manager of Estimating and
Engineering in February 1992. In February 1995, he was named
Vice President, Estimating and Engineering. Mr. McClure was
named Vice President, Offshore Construction in February 1996. In
May 2000, he was named Vice President, Offshore Construction
Division/Engineering. In August 2001, he was named Senior Vice
President, OCD and Engineering. Mr. McClure has over twenty
years of experience in the offshore construction business.
Mr. Patrick joined the Company in July 1995 as Operations
Manager for the West Africa Division. 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. Mr. Patrick has over twenty-five years of
experience in marine engineering and offshore construction.
Mr. Robicheaux joined the Company in August 1999 as Vice
President and General Counsel. 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company believes, based upon a review of the forms and
amendments furnished to it, that during the year ended December
31, 2001, the Company's directors and officers complied with the
filing requirements under Section 16(a) of the Securities Exchange
Act, except for Mr. William Dore', an executive officer of the
Company, who was late in filing one statement of changes in
beneficial ownership on a Form 4 with respect to one transaction.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth the cash compensation paid or
accrued for services rendered in all capacities to the Company
during the last three years to the Company's Chief Executive
Officer and each of the Company's other four most highly
compensated executive officers who earned more than $100,000 in
salary and bonus in the year ended December 31, 2001 (the "Named
Executives").
Annual Compensation Long-Term Compensation
Securities
Other Annual Restricted Underlying All Other
Salary Bonus Compensation Stock Awards Options Compensation
Name and Principal Position Year ($) ($) ($) (2) ($) (2) (#) ($)(4)
--------------------------- ---- ------- ------ ------------ ------------ ---------- ------------
William J. Dore' 2001 328,125 -- 8,742 -- 172,000 3,362
Chairman of the Board 2000 337,500 -- 12,843 213,750 176,000 7,652
and Chief Executive 1999 282,500 -- 27,204 482,500 200,000 3,050
Officer
Peter S. Atkinson 2001 190,000 -- 5,400 -- 62,000 3,284
President 2000 193,750 -- 6,900 213,750 60,000 5,469
1999 139,875 10,000 31,757 150,781 60,000 1,518
Timothy W. Miciotto (5) 2001 156,750 -- 5,400 -- 36,000 1,658
Senior Vice President, 2000 96,250 -- 18,400 141,000 15,000 1,346
Chief Financial Officer
James J. Dore' 2001 147,250 -- 5,400 -- 30,000 2,836
Senior Vice President, 2000 150,000 13,333(1) 5,400 -- 40,000 4,932
Diving, and Special 1999 129,094 -- 5,400 -- 10,000 2,192
Services
Nicolas A. Alvarado (6) 2001 144,375 -- 4,316 -- 40,000 595
Senior Vice President, 2000 106,250 -- 2,322 116,250 20,000 516
Worldwide Business
Development and Latin
America
Robert L. Patrick 2001 144,375 -- 5,400 -- 22,000 2,815
Senior Vice President, 2000 138,300 -- 5,400 160,313 50,000 4,095
Project Management 1999 97,250 -- 1,575 20,125 15,000 1,927
Services
------------------------
(1) Includes amounts awarded under the Company's Performance Bonus
Plan adopted in 1998 pursuant to which performance awards
granted in 1998 are paid in three annual installments with the
first being paid at the time of award. Under this plan, Mr.
James Dore' received an award of $40,000, of which 2/3 was
paid during the year ended December 31, 1998, and 1/3 was paid
in February 2000.
(2) Amounts shown include the following: (i) Mr. William Dore' for
all years presented, primarily represents expenditures paid or
incurred by the Company for Mr. Dore''s personal account which
were not reimbursed and were included in his income for tax
purposes; (ii) Mr. Atkinson for 2001, 2000 and 1999:
relocation bonus, living allowance, and/or moving expenses -
$0, $1,500, and $26,357, respectively; auto allowance -
$5,400, $5,400, and $5,400 respectively; (iii) Mr. Miciotto
for 2001 and 2000: relocation bonus, living allowance, and/or
moving expenses - $0, and $15,250, respectively; automobile
allowance and/or value of personal use of Company automobile -
$5,400 and $3,150, respectively, (iv) Mr. James Dore' for
2001, 2000 and 1999: automobile allowance and/or value of
personal use of Company automobile - $5,400, $5,400, and
$5,400, respectively; and (v) Mr. Alvarado for 2001 and 2000:
automobile allowance and/or value of personal use of Company
automobile - $4,316 and $2,322, respectively. (vi) Mr.
Patrick for 2001, 2000, and 1999: automobile allowance and/or
value of personal use of Company automobile - $5,400, $5,400,
and $1,575 respectively.
(3) Based on the closing price of the Company's Common Stock on
the date of grant. On December 31, 2001, the aggregate
number of restricted shares held by Messrs. William Dore',
Atkinson, Miciotto, James Dore', Alvarado, and Patrick, was
60,000, 34,500, 8,000, -0-, 10,000, and 22,333, respectively;
and the aggregate value of such shares held by each based
upon the $8.90 market value on December 31, 2001, was
$534,000, $307,050, $71,200, $0, $89,000, and $198,764,
respectively. The Company does not currently pay dividends on
Common Stock; however, it would pay dividends on the
restricted stock should its dividend policy change.
(4) For each year, includes the aggregate value of contributions
and allocations to the Company's Profit Sharing and Retirement
Plan, matching Company contributions to the Company's 401(k)
plan, and the value of term life insurance coverage provided.
During 2001: (i) contributions and allocations to the
Company's Profit Sharing and Retirement Plan were: Mr. William
Dore' - $1,840; Mr. Atkinson - $1,840; Mr. James Dore' -
$1,624; and Mr. Patrick - $1,497; (ii) matching contributions
to the Company's 401(k) plan were: Mr. Atkinson, Mr. Miciotto,
Mr. James Dore' and Mr. Patrick, - $1,000 each; (iii) the
value of term life insurance coverage provided was: Mr.
William Dore' - $1,522; Mr. Atkinson - $444; Mr. Miciotto -
$658, Mr. James Dore' - $213; Mr. Alvarado - $595; and Mr.
Patrick - $318.
(5) Mr. Miciotto joined the Company in June 2000.
(6) Mr. Alvarado joined the Company in April 2000.
The following table contains information concerning grants of stock options
under the Company's Stock Option Plans to the Named Executives during 2001.
Option Grants During the Last Fiscal Year
Individual Grants
---------------------------------------------------------------------------
Potential Realizable Value
at Assumed Annual Rate of
% of Total Stock Price Appreciation
Options Granted Fair Market for Option Term($)(2)
Options to Employees in Value on date Exercise Price Expiration -----------------------------
Name Granted (1) Fiscal Year of Grant ($) Per Share ($) Date 0% 5% 10%
------------------ ----------- --------------- ------------- -------------- ---------- -------- ---------- ---------
William J. Dore' 172,000 9.5% 9.50 9.50 8/7/11 -- 1,027,614 2,604,175
Peter S. Atkinson 62,000 3.4% 9.50 9.50 8/7/11 -- 370,419 938,714
Timothy W. Miciotto 36,000 2.0% 9.50 9.50 8/7/11 -- 215,082 545,060
James J. Dore' 30,000 1.7% 9.50 9.50 8/7/11 -- 179,235 454,217
Nicolas A. Alvarado 40,000 2.2% 9.50 9.50 8/7/11 -- 238,980 605,622
Robert L. Patrick 22,000 1.2% 9.50 9.50 8/7/11 -- 131,439 333,092
-----------------
(1) All options vest 20% on each anniversary of the date of grant.
(2) The potential realizable value reflects price appreciation
over the option exercise price.
The table below sets forth the aggregate option exercises during the year ended
December 31, 2001 and the value of outstanding options at December 31, 2001
held by the Named Executives.
Aggregated Option Exercises During Fiscal 2001
and Option Values at Period End
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options at Options at
Period End (#) Period End ($)(*)
--------------- --------------------
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
-------------- ------------- ------------ --------------- -----------------
William J. Dore' -- -- 175,200/472,800 0/0
Peter S. Atkinson -- -- 51,000/156,000 33,081/23,387
Timothy W. Miciotto -- -- 3,000/48,000 0/0
James J. Dore' -- -- 178,400/76,000 1,107,219/12,100
Nicolas A. Alvarado -- -- 4,000/56,000 0/0
Robert L. Patrick -- -- 45,600/72,000 1,200/154,790
----------------
(*) Based on the difference between the closing sale price of the Common
Stock of $8.90 on December 31, 2001, and the exercise price.
The Company's 1992 Stock Option Plan and the 1998 Equity
Incentive Plan (the "Option Plans") provide that, upon a change
of control, the Compensation Committee may accelerate the vesting
of options, cancel options and make payments in respect thereof
in cash in accordance with the Option Plans, adjust the
outstanding options as appropriate to reflect such change of
control, or provide that each option shall thereafter be
exercisable for the number and class of securities or property
that the optionee would have been entitled to had the option
already been exercised. The Option Plans provide that a change
of control occurs if any person, entity or group (other than
William J. Dore' and his affiliates) acquires or gains ownership
or control of more than 50% of the outstanding Common Stock or,
if after certain enumerated transactions, the persons who were
directors before such transaction cease to constitute a majority
of the Board of Directors.
James J. Dore' entered into an agreement with the Company
that provides certain severance benefits in the event his
employment is terminated under certain circumstances within two
years following a change of control of the Company. The
agreement is for a term of one year and automatically renews each
January 1 absent notice to the contrary from the Company; however,
if a change of control occurs during the term of the agreement,
the agreement cannot terminate until two years after the change
of control.
The agreement provides that if the Company terminates Mr.
Dore's employment other than due to death, disability, retirement
or cause, or if Mr. Dore' terminates his employment with the
Company for "good reason," in each case within two years
following a change in control, then he shall be entitled to the
following benefits and payments: (1) a payment equal to Mr.
Dore's full base salary through the date of termination plus a
pro rata payment based on the highest bonus or incentive
compensation received in any one of the three fiscal years
immediately preceding the fiscal year in which the termination
occurred, or the number of days elapsed in the fiscal year in
which the termination occurs; (2) a payment equal to 2.99 times
the higher of (i) the highest base salary plus any bonus paid to
Mr. Dore' in any one of the five fiscal years preceding the
fiscal year in which the termination occurred or (ii) Mr. Dore's
annualized includable compensation for the base period (as
defined in Section 280G(d)(1)of the Internal Revenue Code); (3)
all stock options held by Mr. Dore' (whether or not then
exercisable) shall be surrendered to the Company in exchange for
a cash payment equal to the difference between the exercise price
and the closing price of the Company's common stock on the date
of notice of termination, and all restrictions on any restricted
stock granted to Mr. Dore' shall lapse; (4) a payment of the
difference between what Mr. Dore' is entitled to receive under
the Company's retirement plans upon his termination and the
amount he would have been entitled to had he been fully vested
under such plans upon his termination; (5) continued welfare
benefit coverage for two years following his termination, or
retiree medical benefits for life, if Mr. Dore' would have been
entitled to such benefits had he voluntarily retired on such
date; and (6) certain other expenses or losses related to Mr.
Dore's termination. The aggregate compensation payable under the
change in control agreement and any other payments that
constitute "parachute payments" (as defined in Section
280G(b)(2) of the Internal Revenue Code), shall be reduced to an
amount that is one dollar less than three times his annualized
includable compensation. If Mr. Dore's employment is terminated
for cause, then he shall be entitled only to receive his current
salary plus any incentive compensation through the date notice of
termination is given. If Mr. Dore' is unable to perform his
duties due to incapacity after a change of control, he will
continue to receive his full base salary and incentive
compensation at the rate then in effect until the agreement is
terminated.
Generally a change of control occurs if a person or group
acquires 50% or more of the voting stock of the Company, or a
merger or sale or transfer of substantially all of the Company's
assets or after a contested election, persons who were directors
before such election cease to constitute a majority of the Board
of Directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Stock Ownership of Directors and Executive Officers
The table below sets forth the ownership of the Company's
Common Stock, as of March 1, 2002, by (i) each of the Company's
directors, (ii) each executive officer named in the Summary
Compensation Table included under "Compensation of Executive
Officers," and (iii) all directors and executive officers of the
Company as a group. Except as otherwise indicated, the persons
listed below have sole voting power and investment power over the
shares beneficially held by them.
Shares Owned Beneficially
---------------------------
Name Number Percent
---- ---------- -------
William J. Dore' (1) (2) 28,730,734 30.9%
Peter S. Atkinson (2) 102,168 *
Timothy W. Miciotto(2) 24,101 *
James J. Dore' (2) 304,487 *
Nicolas A. Alvarado (2) 18,000 *
Robert L. Patrick (2) 80,994 *
James C. Day 14,424 *
Edward P. Djerejian 11,114 *
Edgar G. Hotard 3,546 *
Michael J. Pollock 11,677 *
Richard A. Pattarozzi -- *
James L. Payne 10,000 *
All directors and executive
officers as a group
(17 persons) 29,699,219 31.9%
---------------------------
* Less than 1%
(1)Includes 866,962 shares held by the Company's Retirement
Plan of which Mr. Dore' acts as Trustee. Mr. Dore'
disclaims beneficial ownership of all of such shares except
the 214,485 shares held by the Retirement Plan allocated to
his account.
(2)Includes shares issued pursuant to restricted stock awards
granted to Mr. William Dore' - 60,000 shares; Mr. Atkinson -
34,500 shares; Mr. Miciotto - 8,000 shares; Mr. Alvarado -
10,000 shares, Mr. Patrick - 22,333 shares, and all executive
officers as a group - 202,833; shares allocated to such
person's account in the Retirement Plan are as follows: Mr.
Atkinson - 269; Mr. James Dore' - 11,453 shares; Mr. Patrick -
728 shares; and all directors and executives as a group -
866,962; and the shares issuable upon exercise of stock options
exercisable within sixty days as follows: Mr. William Dore' -
210,400 shares; Mr. Atkinson - 65,000 shares; Mr. Miciotto -
3,000 shares, Mr. James Dore' - 188,400 shares; Mr. Alvarado -
8,000 shares; Mr. Patrick - 56,600 shares; and all directors
and executive officers as a group - 835,300 shares.
Stock Ownership of Certain Beneficial Owners
The following, to the Company's knowledge, as of the date of
this proxy statement, are the only beneficial owners of 5% or more
of the outstanding Common Stock except as shown in the table
above.
Name and Address of Number of Shares Percent
Beneficial Owner of Common Stock of Class
---------------------------- ---------------- --------
Mellon Financial Corporation 4,947,854(1) 5.3%
One Mellon Center
Pittsburgh, PA 15258
FMR Corporation 8,976,355(2) 9.7%
82 Devonshire Street
Boston, MA 02109
----------------------------
(1)Based solely on information furnished in Schedule 13G filed
with the Securities and Exchange Commission by such persons
on January 24, 2002. Includes 3,772,929 shares of Common
Stock with sole voting and investment power.
(2)Based solely on information furnished in Schedule 13G filed
with the Securities and Exchange Commission by such persons
on February 14, 2002. Includes 1,076,695 shares of Common
Stock with sole voting and investment power.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company leases an office building and adjacent land on
which it has built a training facility in Lafayette, Louisiana
from William J. Dore', the Company's Chairman of the Board and
Chief Executive Officer. The lease agreement with Mr. Dore' for
the Lafayette office building and adjacent land currently provides
for aggregate monthly lease payments of $3,917 and expired on
December 31, 2001. The Company made aggregate lease payments to
Mr. Dore' under the lease agreement of $47,004 during 2001. In
January 2002, the lease agreement with Mr. Dore' was extended
until December 31, 2004.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) 1. Financial Statements
Included in Part II of this report.
Independent Auditors' Report.
Consolidated Balance Sheets as of December 31, 2001 and 2000.
Consolidated Statements of Operations for the years
ended December 31, 2001, 2000, and 1999.
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 2001, 2000, and 1999.
Consolidated Statements of Cash Flows for the years
ended December 31, 2001, 2000, and 1999.
Consolidated Statements of Comprehensive Income (Loss)
for the years ended December 31, 2001, 2000, and 1999.
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 - Commitment Letter dated March 19, 2002 among Global
Industries, Ltd. and Bank One Capital Markets, Inc.
*21.1 - Subsidiaries of the Registrant.
*23.1 - Consent of Deloitte & Touche LLP.
*Filed herewith.
@Management Compensation Plan or Agreement.
(b) Reports on Form 8-K - The Company filed two reports on Form
8-K during the year ended December 31, 2001, both of which reported
information under Item 9 and were dated July 27, 2001 and
December 17, 2001, respectively.
Global Industries, Ltd.
Schedule II Valuation and Qualifying Accounts
For the Years Ended December 31, 2001, 2000, and 1999
(Thousands of dollars)
Additions
-----------------------
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,
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
Year ended December 31,
1999
Allowances for doubtful
accounts $ 1,274 $ 7,692 $ -- $ 810 $ 8,156
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 18, 2002
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 18, 2002
Chief Executive Officer and
Director
/s/ TIMOTHY W. MICIOTTO
-------------------------
Timothy W. Miciotto Senior Vice President, Chief March 18, 2002
Financial Officer (Principal
Financial and Accounting Officer)
/s/ JAMES C. DAY
-------------------------
James C. Day Director March 18, 2002
/s/ EDWARD P. DJEREJIAN
-------------------------
Edward P. Djerejian Director March 18, 2002
/s/ EDGAR G. HOTARD
-------------------------
Edgar G. Hotard Director March 18, 2002
/s/ RICHARD A. PATTAROZZI
-------------------------
Richard A. Pattarozzi Director March 18, 2002
/s/ JAMES L. PAYNE
-------------------------
James L. Payne Director March 18, 2002
/s/ MICHAEL J. POLLOCK
-------------------------
Michael J. Pollock Director March 18, 2002