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Form 8-K MCDERMOTT INTERNATIONAL For: Nov 05

November 5, 2014 4:08 PM EST

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.��20549
________________________

FORM 8-K
________________________


CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):��November 5, 2014
________________________

McDermott International, Inc.
(Exact name of registrant as specified in its charter)
________________________

REPUBLIC OF PANAMA

001-08430

72-0593134

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

757 N. Eldridge Parkway

Houston, Texas

77079

(Address of principal executive offices)

(Zip Code)

Registrants Telephone Number, including Area Code:��(281) 870-5000

(Former name or former address, if changed since last report)
________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

________________________


Item 2.02 �����Results of Operations and Financial Condition.

On November 5, 2014, we issued a press release announcing our financial results for the quarter ended September 30, 2014.��A copy of the press release is furnished as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated by reference.��

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 �����Financial Statements and Exhibits.

(d)�������Exhibits��

��99.1 ���Press Release dated November 5, 2014.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

McDERMOTT INTERNATIONAL, INC.

By:

/s/ Stuart Spence

Stuart Spence

Executive Vice President and Chief Financial Officer

November 5, 2014

3


EXHIBIT INDEX

Exhibit
Number

Description

99.1

Press Release dated November 5, 2014.

Exhibit 99.1

McDermott Reports Third Quarter 2014 Financial Results

Results Reflect Improved Execution

Solid Backlog, Improved Customer Relations Position the Company for Long-Term Growth

Company to Host Conference Call and Webcast Today at 4:00 pm CT

HOUSTON--(BUSINESS WIRE)--November 5, 2014--McDermott International, Inc. (NYSE: MDR) (McDermott or the Company) today announced financial results for the quarter ended September 30, 2014. The Company reported a third quarter 2014 net loss of $34 million, or $0.14 per fully diluted share, compared to a net loss of $64 million, or $0.27 per diluted share, in the prior-year quarter.

The Company reported third quarter revenues of $415 million, a decrease of $272 million compared to revenues of $687 million in the prior-year quarter, due to lower project activity principally resulting from customer-driven schedule changes. The operating loss was $14 million in the third quarter 2014 and included $5 million of gains on asset sales and $5 million of restructuring expenses. These results compare to the prior-year operating loss of $53 million, which included $4 million of restructuring expenses.

The Companys other expense for the third quarter 2014 was $14 million compared to other income of $6 million in the prior-year quarter due to increased interest expense.

"We are pleased to report improved year-over-year financial results that we believe reflect considerable progress on our turnaround initiatives, improvement in our operations and stabilization of our financial results, said David Dickson, President and Chief Executive Officer of McDermott. We are achieving notable improvements in many areas, including the Companys culture, operations and our customer relationships, and we believe we are on track to achieve sustainable profitability. Our new customer-focused organization is executing more efficiently, as demonstrated by the fact that we have successfully closed out six legacy projects in the past two quarters, including our Chevron Jack and St. Malo project, a complex ultra deepwater subsea project. Our $2+ billion contract for the INPEX-operated Ichthys project, the industrys largest subsea contract at its time of award, remains on schedule, and we have achieved a significant milestone with the commencement of the marine campaign and the ongoing installation of the riser support structure.


Mr. Dickson added, By restructuring the organization and management team and implementing a culture of accountability and performance, we believe we have improved McDermotts long-term competitiveness, and we continue to focus on building profitable backlog. We have a large and diverse pipeline of prospective work, as demonstrated by the growth in our bids outstanding, and we believe McDermott has the flexibility to respond to customer demand and schedules. Importantly, our success to date on high profile projects is enhancing McDermotts reputation as a leading provider of subsea services. McDermott delivers tremendous value to its customers, and we are leveraging McDermotts unique strengths, including our local fabrication capabilities and leading offshore and subsea track record, to drive long-term value for our shareholders.

With a recently recapitalized balance sheet and improved operating cash flow, we believe McDermott has the financial flexibility to execute its turnaround plan, said Stuart Spence, Executive Vice President and Chief Financial Officer. On the operating side, we are focused on efficient working capital management and capital discipline as we embark on a planned campaign to reduce our cost structure. We believe we are on the right track to deliver shareholder returns and to return McDermott to sustainable, profitable growth.

Contract Backlog Summary

As of September 30, 2014, the Companys backlog was $4.0 billion, compared to $4.1 billion at June 30, 2014. Of the September 30, 2014 backlog, approximately 39% related to offshore operations and approximately 61% related to subsea operations. Order intake in the third quarter 2014 totaled $330 million.

At the end of the third quarter, the Company had $10.5 billion in bids and change orders outstanding compared to $8.4 billion at June 30, 2014. The Company is targeting to bid approximately $12.5 billion in projects that are expected to be awarded in the next five quarters. In total, the Companys potential revenue pipeline was $26.9 billion as of September 30, 2014.

Other Financial Information

As of September 30, 2014, McDermott reported total assets of $3.5 billion. Included in this amount was $886 million in cash and cash equivalents, restricted cash and investments. At quarter-end, the Company had $900 million in debt outstanding and total equity of $1.6 billion, or 45% of total assets. The Company is in compliance with all debt covenants for the quarter ended September 30, 2014.

Weighted average common shares outstanding on a fully diluted basis were approximately 237 million and 236 million in the quarters ended September 30, 2014 and September 30, 2013, respectively.

Conference Call

McDermott has scheduled a conference call and webcast related to its third quarter 2014 results today at 4:00 p.m. U.S. Central Standard Time. Interested parties may listen over the Internet through a link posted in the Investor Relations section of the Companys Web site. The replay will also be available on the Companys Web site following the end of the call. In addition, a presentation will be available on the Investor Relations section of the Companys Web site that contains supplemental information on our operations and our business outlook.

About the Company

McDermott is a leading provider of integrated engineering, procurement, construction and installation (EPCI) services for upstream field developments worldwide. The Company delivers fixed and floating production facilities, pipelines and subsea systems from concept to commissioning for complex Offshore and Subsea oil and gas projects to help oil companies safely produce and transport hydrocarbons. Our clients include national and major energy companies. Operating in more than 20 countries across the world, our locally focused and globally integrated resources include approximately 14,000 employees, a diversified fleet of specialty marine construction vessels, fabrication facilities and engineering offices. We are renowned for our extensive knowledge and experience, technological advancements, performance records, superior safety and commitment to deliver. McDermott has served the energy industry since 1923 and is listed on the New York Stock Exchange.

To learn more, please visit our website at www.mcdermott.com

Forward-Looking Statements

In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, McDermott cautions that statements in this press release which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact McDermott's actual results of operations. These forward-looking statements include, but are not limited to, statements about backlog, bids and change orders outstanding, projects McDermott expects to bid and the timing of award of such, and revenue pipeline, to the extent these may be viewed as indicators of future revenues or profitability, our belief that considerable progress has been made on the Company's turnaround initiatives, improvements in the Companys culture, operations and customer relationships, McDermotts belief the Company is on track to achieve sustainable profitability, the status of the Inpex Ichthys project, our belief that McDermott has the flexibility to respond to customer demand and schedules, the belief that McDermotts long-term competitiveness has improved, the belief that McDermott has the financial flexibility to execute its turnaround plan and the belief that the Company is on the right track to deliver shareholder returns and to return McDermott to sustainable, profitable growth. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: adverse changes in the markets in which we operate or credit markets, our inability to successfully execute on contracts in backlog, changes in project design or schedules, the availability of qualified personnel, changes in the scope or timing of contracts, and contract cancellations, change orders and other modifications. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. You should not place undue reliance on forward-looking statements. For a more complete discussion of these and other risk factors, please see McDermott's annual and quarterly filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2013 and subsequent quarterly reports on Form 10-Q. This news release reflects management's views as of the date hereof. Except to the extent required by applicable law, McDermott undertakes no obligation to update or revise any forward-looking statement.


McDERMOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

Nine Months Ended

September 30,

2014 2013 2014 2013
(Unaudited)

(In thousands, except share and per share amounts)

Revenues $ 414,595 $ 686,856 $ 1,494,489 $ 2,141,594
Costs and Expenses:
Cost of operations 370,271 686,415 1,394,062 2,122,488
Selling, general and administrative expenses 55,113 46,443 167,387 151,286
Gain on asset disposals (4,818 ) (763 ) (57,026 ) (15,492 )
Restructuring expenses 4,724 4,040 12,112 19,502
Total costs and expenses 425,290 736,135 1,516,535 2,277,784
Equity in Loss of Unconsolidated Affiliates

(3,448

) (3,375 ) (5,647 ) (12,967 )
Operating Loss (14,143 ) (52,654 ) (27,693 ) (149,157 )
Other Income (Expense):
Interest income (expense)net (11,847 ) 363 (50,531 ) 1,133
Gain (loss) on foreign currencynet (2,397 ) 4,460 143 10,838
Other income (expense)net 473 1,062 (104 ) 1,813
Total other income (expense) (13,771 ) 5,885 (50,492 ) 13,784
Loss before provision for income taxes and noncontrolling interests (27,914 ) (46,769 ) (78,185 ) (135,373 )
Provision for Income Taxes 1,464 12,278 9,741 45,493
Net Loss (29,378 ) (59,047 ) (87,926 ) (180,866 )
Less: Net Income Attributable to Noncontrolling Interests 4,306 5,023 6,541 12,074
Net Loss Attributable to McDermott International, Inc. $ (33,684 ) $ (64,070 ) $ (94,467 ) $ (192,940 )

McDERMOTT INTERNATIONAL, INC.
EARNINGS PER SHARE COMPUTATION

Three Months Ended

September 30,

Nine Months Ended

September 30,

2014 2013 2014 2013
(In thousands, except share and per share amounts)
Net loss attributable to McDermott International, Inc. $ (33,684 ) $ (64,070 ) $ (94,467 ) $ (192,940 )
Weighted average common shares (basic) 237,429,394 236,257,920 237,262,044 236,132,847
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units    
Adjusted weighted average common shares and assumed exercises of stock options and vesting of stock awards (diluted) 237,429,394 236,257,920 237,262,044 236,132,847
Basic earnings per share:
Net loss attributable to McDermott International, Inc. (0.14 ) (0.27 ) (0.40 ) (0.82 )
Diluted earnings per share:
Net loss attributable to McDermott International, Inc. (0.14 ) (0.27 ) (0.40 ) (0.82 )

SUPPLEMENTARY DATA

Three Months Ended

September 30,

Nine Months Ended

September 30,

2014 2013 2014 2013
(In thousands)
Depreciation & amortization expense $ 22,408 $ 20,796 $ 68,655 $ 60,114
Drydock amortization $ 5,601 $ 4,248 $ 15,567 $ 14,179
Capital expenditures $ 61,569 $ 80,922 $ 216,526 $ 225,397
Backlog $ 3,979,707 $ 4,610,675 $ 3,979,707 $ 4,610,675

McDERMOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

2014

December 31,

2013

(Unaudited)

(In thousands, except share

and per share amounts)

Assets
Current Assets:

Cash and cash equivalents

$

643,951

$

118,702

Restricted cash and cash equivalents

239,315

23,652
Accounts receivabletrade, net 271,019 381,858
Accounts receivableother 75,741 89,273
Contracts in progress 336,920 425,986
Deferred income taxes 7,004 7,091
Assets held for sale 14,253 1,396
Other current assets 58,603 32,242
Total Current Assets 1,646,806 1,080,200
Property, Plant and Equipment 2,390,385 2,367,686
Less accumulated depreciation (807,990 ) (889,009 )
Net Property, Plant and Equipment 1,582,395 1,478,677
Accounts receivable long-term retainages 132,248 65,365
Investments in Unconsolidated Affiliates 43,713 50,536
Deferred income taxes 18,008 16,766
Assets held for sale - 12,243
Investments 2,613 13,511
Other Assets 101,533 90,073
Total Assets $ 3,527,316 $ 2,807,371
Liabilities and Equity
Current Liabilities:
Notes payable and current maturities of long-term debt $ 27,002 $ 39,543
Accounts payable 292,129 398,739
Accrued liabilities 328,005 365,224
Advance billings on contracts 200,258 278,929
Deferred income taxes 17,738 17,892
Income taxes payable 16,626 20,657
Total Current Liabilities 881,758 1,120,984
Long-Term Debt 873,289 49,019
Self-Insurance 23,740 20,531
Pension Liability 14,762 15,681
Non-current Income Taxes 52,187 56,042

Other Liabilities

92,887 104,770
Commitments and Contingencies
Stockholders Equity:

Common stock, par value $1.00 per share, authorized 400,000,000 shares; issued 244,966,109 and 244,271,365 shares at September 30, 2014 and December 31, 2013, respectively

244,966 244,271
Capital in excess of par value (including prepaid common stock purchase contracts) 1,663,850 1,414,457
Retained earnings (165,624 ) (71,157 )
Treasury stock, at cost, 7,322,694 and 7,130,294 shares at September 30, 2014 and December 31, 2013, respectively (96,654 ) (97,926 )
Accumulated other comprehensive loss (150,164 ) (140,131 )
Stockholders EquityMcDermott International, Inc. 1,496,374 1,349,514
Noncontrolling Interests 92,319 90,830
Total Equity 1,588,693 1,440,344
Total Liabilities and Equity $ 3,527,316 $ 2,807,371

McDERMOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

2014 2013
(Unaudited)

(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss

$

(87,926

)

$ (180,866 )
Non-cash items included in net loss:
Depreciation and amortization 68,655 60,114
Drydock amortization 15,567 14,179
Stock-based compensation charges 14,387 15,492
Net periodic pension benefit cost 9,245 (955 )
Equity in loss of unconsolidated affiliates 5,647 12,967
Gain on foreign currency (143 ) (10,838 )
Restructuring activity (2,235 ) 12,940
Gain on asset disposals (57,026 ) (15,492 )
Benefit for deferred taxes (4,175 ) (3,761 )
Other non-cash items 6,406 280
Changes in assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable 44,368 50,206
Net contracts in progress and advance billings on contracts 10,353 44,601
Accounts payable (99,588 ) (27,953 )
Accrued and other current liabilities (16,200 ) 3,038
Pension liability and accrued postretirement and employee benefits 1,180 (29,196 )
Derivative instruments and hedging activities 1,671 (46,270 )
Other assets and liabilities (22,484 ) (66,596 )
TOTAL CASH USED IN OPERATING ACTIVITIES (112,298 ) (168,110 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (216,526 ) (225,397 )
Increase in restricted cash and cash equivalents (215,663 ) (372 )
Purchases of available-for-sale securities (1,997 ) (9,886 )
Sales and maturities of available-for-sale securities 12,903 39,210
Proceeds from the sale and disposal of assets 70,252 37,189
Other investing activities (5,076 ) (8,503 )
TOTAL CASH USED IN INVESTING ACTIVITIES (356,107 ) (167,759 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from 8% senior Notes 500,000 
Proceeds from term Loan 300,000 
Proceeds from prepaid common stock purchase contracts issuance 240,044 
Proceeds from amortizing notes issuance 47,456 
Issuance of common stock 170 
Payments - long term debt (39,542 ) 
Borrowings - short term debt 250,000 80,000
Payments - short term debt (250,000 ) (88,567 )
Debt issuance costs (46,914 ) 
Distributions to noncontrolling interests (5,002 ) (12,493 )
Other financing activities (1,707 ) (1,033 )
TOTAL CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 994,505 (22,093 )
EFFECTS OF EXCHANGE RATE CHANGES ON CASH (851 ) 185
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 525,249 (357,777 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 118,702 640,147
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 643,951 $ 282,370
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes (net of refunds) $ 21,273 $ 90,462
Interest expense (net of amount capitalized) $ 9,136 

CONTACT:
McDermott International, Inc.
Investors & Financial Media
Vice President, Treasurer and Investor Relations
Steven D. Oldham, 281-870-5147
[email protected]



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