-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WS4YVuGQVBA3nnIrV4O2aCSVD3+I+KRnuQASIKJpNta2Fu9XAPE1U7w/cW/rOukc Iw9c7FiudahPfWwAnUgJHg== 0000899243-02-002034.txt : 20020715 0000899243-02-002034.hdr.sgml : 20020715 20020715163844 ACCESSION NUMBER: 0000899243-02-002034 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDE GOLDMAN HALTER INC CENTRAL INDEX KEY: 0001039780 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 640900067 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14627 FILM NUMBER: 02703102 BUSINESS ADDRESS: STREET 1: 13085 INDUSTRIAL SEAWAY ROAD CITY: GULFPORT STATE: MS ZIP: 39503 BUSINESS PHONE: 2288960029 MAIL ADDRESS: STREET 1: 13085 INDUSTRIAL SEAWAY ROAD CITY: GULFPORT STATE: MS ZIP: 39503 FORMER COMPANY: FORMER CONFORMED NAME: FRIEDE GOLDMAN INTERNATIONAL INC DATE OF NAME CHANGE: 19970521 11-K 1 d11k.txt FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 FRIEDE GOLDMAN HALTER, INC. (Mark One): X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT --- OF 1934. For the fiscal year ended December 31, 2001 OR _____ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _________ to ________ Commission file number 0-22595 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: FRIEDE GOLDMAN INTERNATIONAL, INC.-401(K) RETIREMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: FRIEDE GOLDMAN HALTER, INC. 13085 Industrial Seaway Road Gulfport, Mississippi 39503 FRIEDE GOLDMAN INTERNATIONAL,INC.-401(K) RETIREMENT PLAN Financial Statements as of December 31, 2001 and 2000 and for each of the years ended December 31, 2001 and 2000; Supplemental Schedules as of and for the Year Ended December 31, 2001; and Independent Auditors' Report Supplemental Schedule Financial Statements and Supplemental Schedule Friede Goldman International, Inc. 401(k) Retirement Plan Years ended December 31, 2001 and 2000 with Report of Independent Auditors Friede Goldman International, Inc. 401(k) Retirement Plan Financial Statements and Supplemental Schedule Years ended December 31, 2001 and 2000 Contents Report of Independent Auditors ............................................ 1 Audited Financial Statements Statements of Net Assets Available for Benefits ........................... 2 Statements of Changes in Net Assets Available for Benefits ................ 3 Notes to Financial Statements ............................................. 4 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) ........... 8 Exhibit 23.1 -- Consent of Ernst & Young LLP
[LETTERHEAD OF ERNST & YOUNG] Report of Independent Auditors The Administrative Committee Friede Goldman International, Inc. 401(k) Retirement Plan We have audited the accompanying statements of net assets available for benefits of Friede Goldman International, Inc. 401(k) Retirement Plan as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2001 and 2000, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2001, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP New Orleans, Louisiana July 10, 2002 1 Friede Goldman International, Inc. 401(k) Retirement Plan Statements of Net Assets Available for Benefits
December 31 2001 2000 -------------------------------- Assets Investments, at fair value: Mutual funds $ 2,360,062 $ 3,978,035 Friede Goldman Halter, Inc. common stock 42,907 197,677 Money market fund 987 20,512 Loans to participants 292,602 494,462 -------------------------------- 2,696,558 4,690,686 Receivables: Accrued income 1,264 3,450 -------------------------------- 1,264 3,450 -------------------------------- Net assets available for benefits $ 2,697,822 $ 4,694,136 ================================
See accompanying notes. 2 Friede Goldman International, Inc. 401(k) Retirement Plan Statements of Changes in Net Assets Available for Benefits
Year ended December 31 2001 2000 -------------------------------- Additions Investment income: Interest and dividend income $ 77,076 $ 354,285 -------------------------------- Total additions 77,076 354,285 Deductions Benefit payments 1,297,575 1,317,100 Excess contributions - 5,457 Administrative fees 8,700 22,500 -------------------------------- Total deductions 1,306,275 1,345,057 Net depreciation in fair value of mutual funds (451,229) (821,579) Net depreciation in fair value of common stock (315,886) (180,476) -------------------------------- Total depreciation (767,115) (1,002,055) -------------------------------- Net decrease (1,996,314) (1,992,827) Net assets available for benefits: Beginning of year 4,694,136 6,686,963 -------------------------------- End of year $ 2,697,822 $ 4,694,136 ================================
See accompanying notes. 3 Friede Goldman International, Inc. 401(k) Retirement Plan Notes to Financial Statements December 31, 2001 1. Description of the Plan The following is a general description of the Friede Goldman International, Inc. 401(k) Retirement Plan (the Plan). This description is provided for general information purposes only. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. General Effective November 3, 1999, Friede Goldman International, Inc. (Friede Goldman) completed a merger with Halter Marine Group, Inc. (Halter). The surviving company, Friede Goldman, changed its official name to Friede Goldman Halter, Inc. (the Company). In connection with the merger, the Company became the plan sponsor of the Plan. The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective January 1, 2000, the Plan was frozen (i.e., employee and employer contributions ceased). Beginning January 1, 2000, all participants of the Plan were allowed to make contributions to the Friede Goldman Halter, Inc. 401(k) Profit Sharing Plan (FGH Plan), and participants' years of service toward vesting were transferred to the FGH Plan. All future employer contributions will be made to the FGH Plan. The Plan sponsor, Friede Goldman Halter, Inc., filed a petition for Chapter 11 Bankruptcy with the U.S. Bankruptcy Court on April 19, 2001. All plan assets are held with a trustee and are not subject to claims made by the creditors of the sponsor. Contributions Prior to January 1, 2000, participants could defer up to 15% of their pretax annual compensation and 10% of after-tax annual compensation, as defined in the Plan. Participants could also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. 4 Friede Goldman International, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 1. Description of the Plan (continued) Investment Options Participant balances can be invested in 10 investment options which have been selected by the plan sponsor and which are held by the trustee. These investment options consist of nine mutual funds and the Company's common stock. Vesting Participants are immediately vested in their salary deferral contribution plus actual earnings thereon. Employer contributions and all earnings thereon vest to individual participants after attainment of credited years of service. A participant is 100% vested after three years of credited service. Forfeitures Forfeitures of terminated participants' nonvested accounts are allocated to the remaining participants as an additional employer contribution. At December 31, 2001 and 2000, forfeited nonvested accounts totaled $230,279 and $20,500, respectively. Payment of Benefits On termination of service, a participant may elect to receive a lump sum amount, installment payments or an annuity equal to the vested value of a participant's account. Participants may withdraw all or a portion of their account in the event of financial hardship, as defined by the Plan. Loans to Participants The Plan allows participants to borrow against their vested balances. Loans must be approved by the plan sponsor and are limited to the lesser of $50,000 or an amount equal to one half of a participant's vested account balance in the Plan. Participant loans of less than $1,000 are not permitted. Loan terms range from 1 to 5 years, or up to 30 years for the purchase of a primary residence. 5 Friede Goldman International, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 1. Description of the Plan (continued) Priorities Upon Termination The Company may amend, modify or terminate the Plan at any time. Upon termination, a participant's account balance becomes 100% vested. Each account shall continue to earn interest and participate in the appreciation or depreciation of investments until final distributions are made. The Company currently has no intentions of terminating the Plan. 2. Significant Accounting Policies Basis of Accounting The financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes and schedule. Actual results could differ from those estimates. Valuation of Investments The Plan's investments are in mutual funds and common stock. Investments in mutual funds and common stock are valued at quoted market prices on the last business day of the year. The money market fund is based on quoted redemption values. Loans to participants are valued at their outstanding balances, which approximate fair value. Administrative Expenses The Company pays substantially all administrative expenses of the Plan except for loan fees, which are paid out of Plan assets. 6 Friede Goldman International, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 3. Investments The following table presents individual investments that represent 5% or more of the Plan's net assets: December 31 2001 2000 ------------------------ Mutual funds: Fidelity Advisor Equity Growth Fund $ 676,645 $ 1,421,844 Fidelity Advisor Growth Opportunities Fund 634,136 1,253,807 Fidelity Advisor Balanced Fund 222,437 376,924 Fidelity Advisor Government Investment Fund 545,631 463,097 4. Income Tax Status The Plan has not received a determination letter from the Internal Revenue Service stating that the Plan is qualified under Section 401(a) of the IRC. However, the plan administrator believes that the Plan is qualified and, therefore, the related trust is exempt from taxation. 7 Friede Goldman International, Inc. 401(k) Retirement Plan Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) EIN: 72-1362492 PN: 001 December 31, 2001
Description of Investment, Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Collateral, Current Lessor or Similar Party Par or Maturity Value Value - --------------------------------------------------------------------------------------------------- Mutual funds: *Fidelity Advisor Equity Growth Fund 13,897 shares $ 676,645 *Fidelity Advisor Growth Opportunities Fund 22,049 shares 634,136 *Fidelity Advisor Balanced Fund 14,323 shares 222,437 *Fidelity Advisor Overseas Fund 8,005 shares 110,712 *Fidelity Advisor Government Investment Fund 55,962 shares 545,631 *Fidelity Advisor Value Strategies Fund 3,194 shares 85,855 *Fidelity Advisor Emerging Markets Fund 3,617 shares 33,857 *Fidelity Advisor Technoquant Growth Fund 1,626 shares 18,198 *Fidelity Advisor High Yield Fund 3,894 shares 32,591 ---------- 2,360,062 Money market fund: *Fidelity Institutional U.S. Treasury Portfolio II 987 shares 987 Common stock: *Friede Goldman Halter, Inc. common stock 220,153 shares 42,907 *Loans to participants Maturity dates ranging through December 2006, at interest rates ranging from 7.0% to 10.75%, payments are made through payroll deductions, loans are collateralized by participant's vested account balance 292,602 ---------- $2,696,558 ==========
*Party-in-interest to the Plan. 8 Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE FRIEDE GOLDMAN INTERNATIONAL, INC. 401(K) RETIREMENT PLAN By: FRIEDE GOLDMAN HALTER, INC. Plan Administrator July 15, 2002 By: /s/ Richard T. McCreary ----------------------------------- Richard T. McCreary Group President, Halter Marine July 15, 2002 By: /s/ Leamon C. Cooley Jr. ----------------------------------- Leamon C. Cooley Jr. Director of Human Resources EX-23.1 3 dex231.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-57255) pertaining to the Friede Goldman International, Inc. 401(k) Retirement Plan of our report dated July 10, 2002, with respect to the financial statements of the Friede Goldman International, Inc. 401(k) Retirement Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2001. /s/ Ernst & Young LLP New Orleans, Louisiana July 10, 2002 -----END PRIVACY-ENHANCED MESSAGE-----