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| GLBL > SEC Filings for GLBL > Form 10-K on 2-Mar-2009 | All Recent SEC Filings |
2-Mar-2009
Annual Report
• transfer of a portion of subsea services from the Middle East to West Africa; and
• corporate interest income and expense no longer being allocated to the reportable segments.
The above organizational changes did not have an impact on equity, consolidated
net income or consolidated cash flows.
Our results of operations are affected by the overall level of activity of the
offshore construction industry within each worldwide region in which we operate.
This overall level of offshore construction activity is principally determined
by four factors: (1) the oil and gas industry's ability to economically justify
placing discoveries of oil and gas reserves in production; (2) the oil and gas
industry's need to maintain, repair, and replace existing pipelines and
structures to extend the life of production; (3) the oil and gas industry's need
to clear structures from the lease once the oil and gas reserves have been
depleted; and (4) weather events such as major hurricanes. Our results of
operations ultimately reflect our ability to secure jobs through competitive
bidding and manage those jobs to successful completion. The competition and
inherent operating risks vary between the worldwide regions in which we operate,
and these challenges affect individual segment profitability.
Our results of operations are measured in terms of revenues, gross profit, and
gross profit as a percentage of revenues ("margins") are principally driven by
three factors: (1) our level of offshore construction and subsea activity
("activity"), (2) pricing, which can be affected by contract mix ("pricing"),
and (3) operating efficiency on any particular construction project
("productivity").
Offshore Construction Services
The level of our offshore construction activity in any given period has a
significant impact on our results of operations. The offshore construction
business is capital and personnel intensive, and, as a practical matter, many of
our costs, including the wages of skilled workers, are effectively fixed in the
short run regardless of whether or not our vessels are being utilized in
productive service. In general, as activity increases, a greater proportion of
these fixed costs are recovered through operating revenues; and, consequently,
gross profit and margins increase. Conversely, as activity decreases, our
revenues decline, but our costs do not decline proportionally, thereby
constricting our gross profit and margins. Our activity level can be affected by
changes in demand due to economic or other conditions in the oil and gas
exploration industry, seasonal conditions in certain geographical areas, and/or
our ability to win the bidding for available jobs. Our results of operations
depend heavily upon our ability to obtain, in a very competitive environment, a
sufficient quantity of offshore construction contracts with sufficient gross
profit margins to recover the fixed costs associated with our offshore
construction business.
Most of our offshore construction revenues are obtained through international
contracts which are generally larger, more complex, and of longer duration than
our typical domestic contracts. Most of these international contracts require a
significant amount of working capital, are generally bid on a lump-sum basis,
and are secured by a letter of credit or performance bond. Operating cash flows
may be negatively impacted during periods of escalating activity due to the
substantial amounts of cash required to initiate these projects and the normal
delays between cash expenditures by the Company and cash receipts from the
customer. Additionally, lump-sum contracts for offshore construction services
are inherently risky and are subject to many unforeseen circumstances and events
that may affect productivity. When productivity decreases with no offsetting
decrease in costs or increases in revenues, our contract margins erode compared
to our bid margins. In general, we are required to bear a larger share of
project related risks during periods of weak demand for our services and a
smaller share of risk during periods of high demand for our services.
Consequently, our revenues and margins from offshore construction services are
subject to a high degree of variability, even as compared to other businesses in
the offshore energy industry.
Claims and change orders are a significant aspect of any construction business
and are particularly significant in the offshore construction industry. A claim
is an amount in excess of the contract price which a construction contractor
seeks to collect from customers or others due to delays, errors in
specifications or design, unapproved change orders, or other causes of
unanticipated costs caused by the customer or others. A change order is a
request to alter the scope of work of a previously agreed upon construction
contract. Change orders may include changes in specifications or design, method
or manner of performance, facilities, equipment, site, or the period for
completion of the work. Change orders are common in our business due to the
nature of offshore construction contracts and sometimes add to the degree of
project execution difficulty. A change order usually increases the scope of work
but may also decrease the scope and, consequently, the amount of contract
revenue and costs which are recognized. Either the customer or the Company may
initiate a change order. At the time of initiation, a change order may be
approved or unapproved by either party, priced or unpriced, or defined or
undefined regarding detailed scope. Even when the scope of work is defined, the
associated increase or decrease in contract revenue may be governed by contract
terms or may be negotiated later, sometimes after the work is performed.
Subsea Services
Most of our subsea revenues are the result of short-term work, involve numerous
smaller contracts, and are usually based on a day-rate charge. Financial risks
associated with these types of contracts are normally limited due to their
short-term and non-lump sum nature. However, some subsea contracts, especially
those that utilize DSVs, may involve longer-term commitments that extend from
the
exploration, design and installation phases of a field throughout its useful
life by providing IRM services. The financial risks associated with these
commitments are low in comparison with our offshore construction activities due
to the day-rate structure of the contracts. Revenues and margins from our subsea
activities tend to be more consistent than those from our offshore construction
activities.
Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
2008 2007
% of % of % Change
Thousands Revenue Thousands Revenue (Unfavorable)
Revenues $ 1,070,988 100.0 % $ 992,513 100.0 % 7.9 %
Cost of operations 1,084,581 101.3 719,768 72.5 (50.7 )
Gross profit (loss) (13,593 ) 1.3 272,745 27.5 (105.0 )
Loss on asset impairments 2,551 - 141 - n/m
Net gain on asset disposal (1,695 ) - (4,220 ) 0.4 (59.8 )
Selling, general and
administrative expenses 95,364 8.9 81,275 8.2 (17.3 )
Operating income (loss) (109,813 ) 10.2 195,549 19.7 (156.2 )
Interest income 14,477 1.4 27,966 2.8 (48.2 )
Interest expense (13,624 ) 1.3 (13,439 ) 1.4 (1.4 )
Other income (expense), net (641 ) - 3,826 0.4 (116.8 )
Income (loss) before income
taxes (109,601 ) 10.3 213,902 21.5 (151.2 )
Income taxes 7,760 0.7 53,942 5.4 85.6
Net income (loss) $ (117,361 ) 11.0 % $ 159,960 16.1 % (173.4 )%
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Revenues - Revenues increased by $78.5 million, or 7.9%, between 2008 and 2007
to $1.1 billion for 2008 primarily due to higher activity in the Middle East,
Asia Pacific/India, and Latin America. Increased construction activity in the
Middle East from the Berri and Qatif project and kickoff of the Camarupim
project in Latin America were somewhat offset by lower demand for our services
in North America and lower activity in West Africa. For a detailed discussion of
revenues and income (loss) before taxes for each geographical area, please see
"Segment Information" below.
Depreciation and Amortization in Cost of Operations. The amount of depreciation
and amortization expense, including the amortization of dry-docking costs,
included in our cost of operations for 2008 was $51.9 million, compared to
$46.9 million included in 2007. This increase in depreciation and amortization
expense was primarily caused by increased dry-dock amortization related to two
major construction vessels and an increase in the amount of depreciation expense
related to our major construction vessels with the addition of the Global Orion
to the vessel fleet. Depreciation associated with our office expansion in the
Middle East and Latin America also contributed to the increase in depreciation.
Amortization of stock compensation decreased between the periods by $1.4
million. We expect amortization of our dry-dock costs to be material to our
operations in 2009.
Gross Profit - Gross profit decreased by $286.3 million, or 105%, between 2008
and 2007 to a $13.6 million gross loss for 2008 compared to $272.7 million gross
profit for 2007. The decrease primarily reflects the adverse effects of the
losses incurred on the Berri and Qatif project in Saudi Arabia and the Camarupim
project in Brazil. Cost overruns on the Berri and Qatif project and productivity
and equipment delays on both projects resulted in substantial project
deterioration during 2008. Results for 2008 include an estimate for losses
through the projects' anticipated completion dates in 2009.
Loss on Asset Impairments. Loss on asset impairments increased $2.5 million in
2008, compared to 2007. During 2008, primarily due to high repair costs in
excess of future benefit of certain vessels, we decided not to repair them and
recorded an aggregate impairment loss of $2.6 million on the retirement of two
DSVs. In 2007, we recorded an impairment loss of $0.1 million.
Gain on Asset Disposal. Net gains on the disposal of assets decreased
$2.5 million from 2007 to 2008. Net gains on asset disposals totaled
$1.7 million for 2008 primarily from the sale of a DSV. Net gains on asset
disposals totaled $4.2 million during 2007, which primarily arose from sale of
three DSVs, that were partially offset by losses on the disposal of ancillary
dive support systems.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses increased by $14.1 million, or 17.3%, to $95.4 million
for 2008, compared to $81.3 million during 2007. Increased labor costs in all
areas except Asia Pacific/India were responsible for the majority of this
increase, as well as increased professional fees, rent expense, and computer
expense, all related to the Company's continued business expansion. Partially
offsetting these increases was a reduction in amortization of stock compensation
resulting from the recapture of stock expense related to performance shares and
the net favorable impact related to the recapture of previously recognized stock
expense resulting from the accelerated vesting of certain shares upon the
resignation of the Company's CEO in October, 2008.
Interest Income - Interest income decreased by $13.5 million to $14.5 million
during 2008, compared to $28.0 million for 2007. Lower interest rates and
decreased cash balances in 2008 contributed to lower return on cash balances and
short-term investments compared to 2007.
Interest Expense - Interest expense increased slightly to $13.6 million for 2008
compared to $13.4 million for 2007. Increased interest resulting from the
issuance of $325.0 million of convertible debentures in July 2007 was partially
offset by a reversal of $2.5 million previously accrued interest expense related
to the 2008 settlement of a previous uncertain tax position.
Other income (expense), net - Other income (expense), net decreased by
$4.5 million from 2007 primarily resulting from losses on foreign currency
exchange rate differences incurred in 2008 and the nonrecurrence of a
$1.4 million recognized gain in 2007 related to the settlement of a claim for
interrupted operations as a result of a 2006 oil spill in the Gulf of Mexico by
a refinery adjacent to our property in Louisiana.
Income Taxes - The Company's effective tax rate was (7.1)% and 25.2%,
respectively, for the twelve months ended December, 2008 and 2007. The tax rate
in 2008 was adversely impacted by losses that could not be tax benefited and
also taxes paid in tax jurisdictions with a deemed profit tax regime where tax
is calculated as a percentage of revenue rather than being based upon net
income. This resulted in an income tax expense being recognized despite the loss
reported before taxes for the twelve months ended December 31, 2008.
Segment Information - The following sections discuss the results of operations
for each of our reportable segments during the twelve month periods ended
December 31, 2008 and 2007.
Utilization of Major Construction Vessels
Worldwide utilization for our major construction vessels was 49%, 45%, and 61%
for the fiscal years ended December 31, 2008, 2007, and 2006, respectively.
Utilization of our major construction vessels is calculated by dividing the
total number of days major construction vessels are assigned to project-related
work by the total number of calendar days for the period. Dive support vessels,
cargo/launch barges, ancillary supply vessels and short-term chartered
project-specific construction vessels are excluded from the utilization
calculation. The Company frequently uses chartered anchor handling tugs, dive
support vessels and, from time to time, construction vessels in the Company's
operations. Also, most of the Company's international contracts (which are
generally larger, more complex and of longer duration) are generally bid on a
lump-sum or unit-rate (vs. day-rate) basis wherein the Company assumes the risk
of performance and changes in utilization rarely impact revenues but can have an
inverse relationship to changes in profitability. For these reasons, the Company
considers utilization rates to have a relatively low direct correlation to
changes in revenue and gross profit.
North America Offshore Construction Division
Revenues were $81.1 million in 2008 compared to $106.5 million in 2007. A
decrease of $25.4 million, or 24%, between 2008 and 2007 was primarily due to:
(1) lower activity related to market conditions driven by decreased demand for
services; (2) $11.2 million related to the extended dry docking of the Cherokee;
and (3) non-compensated vessel standby costs during Hurricanes Gustav and Ike.
Loss before taxes was $17.7 million for 2008 compared to income before taxes of
$12.6 million for 2007. This decrease of $30.3 million was primarily
attributable to lower revenues and lower margins on projects attributable to the
continuing softening of market conditions in the Gulf of Mexico, lower
profitability on derrick work impacted by operational issues, and non-recovered
vessel costs resulting from lower vessel utilization for 2008.
North America Subsea
Revenues were comparable between 2008 and 2007. Revenues generated in 2008 were
$146.1 million compared to $150.4 million for 2007. However, project
profitability declined between the two years with increased competition
affecting pricing, coupled with higher operating costs incurred in 2008. Income
before taxes was $7.4 million for 2008 compared to $59.8 million for 2007. This
decrease of $52.4 million, or 88%, was attributable to lower margins resulting
from increased competition affecting pricing as well as productivity issues
affecting some of our projects. Idle and startup costs associated with the
addition of the Global Orion and Olympic Challenger to the vessel fleet also
negatively impacted the margins during 2008. In 2007, higher project margins
were generated from the REM Commander which was subsequently transferred to the
Latin American region in April 2008. In addition, we recorded a $1.0 million
impairment on a DSV during 2008.
Latin America
Revenues were $267.0 million for 2008 compared to $227.0 million for 2007. An
increase of $40.0 million, or 17.6%, in 2008 compared to 2007 was primarily due
to additional revenue from expansion into Brazil, partially offset by lower
activity in Mexico. Despite the increase in revenues, we reported a loss before
taxes of $17.9 million during 2008 compared to income before taxes of $97.6
million in 2007. The decrease of $115.5 million was primarily due to the
favorable finalization of project claims and change orders in 2007 and the
recording of a loss position on the Camarupim project in Brazil in 2008. For
2008, the Camarupim project was estimated to complete at a significant loss due
to lower than expected productivity and vessel standby delays from mechanical
and weather downtime. Results for 2008 therefore include an estimate for losses
on the Camarupim project through the project's estimated completion in 2009.
This compares to high profit margins obtained from the favorable resolutions of
change orders and claims on projects in Mexico in 2007.
West Africa
Revenues were $152.9 million for 2008 compared to $184.7 million for 2007. This
decrease of $31.8 million, or 17%, in 2008 compared to 2007 was primarily due to
decreased activity in the region. In 2008, we performed two major construction
projects in West Africa compared to three major construction projects in 2007.
Loss before taxes was $42.0 million for 2008 compared to a loss before taxes of
$15.0 million in 2007. In 2008, additional costs were incurred related to idle
vessel costs from low utilization and project productivity issues related to a
project in Nigeria. Also, we recorded a $1.6 million impairment on a DSV in
2008. Exchange losses of $3.7 million primarily related to naira cash balances
also negatively impacted the loss before taxes; however, this loss was partially
offset by a reversal of previously accrued interest expense related to a 2008
favorable settlement of an uncertain tax position. See also Note 9 of the Notes
to Consolidated Financial Statements for a discussion of challenges related to
conducting operations in Nigeria.
Middle East
Revenues were $237.5 million for 2008 compared to $186.3 million during 2007.
This increase of $51.2 million, or 27%, for 2008 compared to 2007 was
attributable to increased activity in the region.
During 2008, two major projects were in progress compared to a lower level of
construction activity during much of 2007. However, loss before taxes of
$81.6 million was reported during 2008 compared to income before taxes of
$29.6 million for 2007 due primarily to the significant deterioration in the
Berri and Qatif project in Saudi Arabia during 2008. The loss on the Berri and
Qatif project is primarily due to exceptional losses in productivity and cost
overruns. Results for 2008 therefore include an estimate for losses on the Berri
and Qatif project through the estimated completion date in the 2009 third
quarter.
Asia Pacific/India
Revenues were $223.5 million for 2008 compared to $181.2 million for 2007. This
increase of $42.3 million, or 23%, for 2008 compared to 2007 was primarily
attributable to higher activity during 2008. Income before taxes was
$40.9 million for 2008 compared to $11.5 million for 2007. This increase in
profitability of $29.4 million was primarily due to higher revenues, increased
project margins, good project execution, and cost recoveries attributable to
higher vessel utilization during 2008.
Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
2007 2006
% of % of % Change
Thousands Revenue Thousands Revenue (Unfavorable)
Revenues $ 992,513 100.0 % $ 1,234,849 100.0 % (19.6 )%
Cost of operations 719,768 72.5 887,003 71.8 18.9
Gross profit (loss) 272,745 27.5 347,846 28.2 (21.6 )
Loss on asset impairments 141 - 8,931 0.7 98.4
Reduction in litigation
provision - - (13,699 ) 1.1 (100.0 )
Net gain on asset disposal (4,220 ) 0.4 (6,395 ) 0.5 (34.0 )
Selling, general and
administrative expenses 81,275 8.2 71,109 5.8 (14.3 )
Operating income 195,549 19.7 287,900 23.3 (32.1 )
Interest income 27,966 2.8 8,169 .7 242.3
Interest expense (13,439 ) 1.4 (10,787 ) 0.9 (24.6 )
Other income (expense), net 3,826 0.4 705 - n/m
Income before income taxes 213,902 21.5 285,987 23.2 (25.2 )
Income taxes 53,942 5.4 86,242 7.0 37.5
Net income $ 159,960 16.1 % $ 199,745 16.2 % (19.9 )%
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Revenues. Revenues decreased by 19.6% to $992.5 million between 2007 and 2006, primarily due to a decline in construction activity from the high levels experienced in Latin America and Gulf of Mexico during 2006. Two significant construction projects that were fully active in Latin America in 2006 were completed during the first half of 2007. Furthermore, the exceptionally high level of demand for hurricane related repair work in the Gulf of Mexico moderated during 2007. Worldwide utilization of our major construction vessels decreased to 45% in 2007, compared to 61% in 2006. The effects of lower construction activity in Latin America and the Gulf of Mexico experienced in 2007 were reduced by the positive impact of increased construction activity in the Middle East. For a detailed discussion of revenues and income before taxes for each geographical area, please see "Segment Information" below. Depreciation and Amortization in Cost of Operations. The amount of depreciation and amortization expense, including the amortization of dry-docking costs, included in our cost of operations for 2007 was $46.9 million, compared to the $51.4 million included in 2006. This decrease in depreciation and amortization expense was primarily caused by a reduction in the amount of major construction vessel depreciation, resulting from lower utilization. The amount of amortization related to stock-based compensation and dry-docking increased between the periods.
Gross Profit. Gross profit decreased by $75.1 million to $272.7 million in 2007,
compared to 2006, primarily due to lower revenues, as described above, and lower
margins from our West Africa segment, which were caused by incremental vessel
costs that were predominately unrecovered project costs. As a percentage of
revenues, our overall gross profit margin decreased from 28.2% in 2006 to 27.5%
in 2007. This decline in gross profit margin was primarily the result of lower
utilization of our major construction vessels and lower profitability on
projects in West Africa.
Loss on Asset Impairments. Loss on asset impairments decreased $8.8 million in
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