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EX-32.2 - EX-32.2 - MCDERMOTT INTERNATIONAL INCmdr-ex322_8.htm
EX-32.1 - EX-32.1 - MCDERMOTT INTERNATIONAL INCmdr-ex321_6.htm
EX-31.2 - EX-31.2 - MCDERMOTT INTERNATIONAL INCmdr-ex312_7.htm
EX-31.1 - EX-31.1 - MCDERMOTT INTERNATIONAL INCmdr-ex311_9.htm
EX-12.1 - EX-12.1 - MCDERMOTT INTERNATIONAL INCmdr-ex121_10.htm
EX-10.1 - EX-10.1 - MCDERMOTT INTERNATIONAL INCmdr-ex101_762.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      

Commission File No. 001-08430

 

McDERMOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

REPUBLIC OF PANAMA

 

72-0593134

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

757 N. ELDRIDGE PKWY

HOUSTON, TEXAS

 

77079

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (281) 870-5000

 

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      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

  (Do not check if a smaller reporting company)

Smaller reporting company

 

 

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes     No  

The number of shares of the registrant’s common stock outstanding at July 21, 2017 was 283,975,398.

 

 


 

McDERMOTT INTERNATIONAL, INC.

INDEX—FORM 10-Q

 

 

 

 

 


 

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

 

 

McDERMOTT INTERNATIONAL, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(Unaudited)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

(In thousands, except share and per share amounts)

 

Revenues

 

$

788,673

 

 

$

706,627

 

 

$

1,308,104

 

 

$

1,435,659

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of operations

 

 

650,449

 

 

 

595,343

 

 

 

1,079,039

 

 

 

1,211,345

 

Research and development expenses

 

 

821

 

 

 

99

 

 

 

1,301

 

 

 

130

 

Selling, general and administrative expenses

 

 

50,022

 

 

 

52,075

 

 

 

86,609

 

 

 

90,403

 

Other operating (income) expenses, net

 

 

182

 

 

 

2,122

 

 

 

(2,029

)

 

 

40,800

 

Total costs and expenses

 

 

701,474

 

 

 

649,639

 

 

 

1,164,920

 

 

 

1,342,678

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

87,199

 

 

 

56,988

 

 

 

143,184

 

 

 

92,981

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(21,204

)

 

 

(12,655

)

 

 

(38,910

)

 

 

(23,893

)

Other non-operating expense, net

 

 

(2,491

)

 

 

(2,851

)

 

 

(1,877

)

 

 

(6,242

)

Total other expense, net

 

 

(23,695

)

 

 

(15,506

)

 

 

(40,787

)

 

 

(30,135

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

 

63,504

 

 

 

41,482

 

 

 

102,397

 

 

 

62,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

22,918

 

 

 

19,804

 

 

 

33,689

 

 

 

39,134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income (loss) from Investments in Unconsolidated Affiliates

 

 

40,586

 

 

 

21,678

 

 

 

68,708

 

 

 

23,712

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from Investments in Unconsolidated Affiliates

 

 

(4,127

)

 

 

127

 

 

 

(8,054

)

 

 

(4,351

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

36,459

 

 

 

21,805

 

 

 

60,654

 

 

 

19,361

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net income attributable to noncontrolling interest

 

 

46

 

 

 

1,148

 

 

 

2,325

 

 

 

876

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to McDermott International, Inc.

 

$

36,413

 

 

$

20,657

 

 

$

58,329

 

 

$

18,485

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share attributable to McDermott International, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.13

 

 

$

0.09

 

 

$

0.22

 

 

$

0.08

 

Diluted

 

$

0.13

 

 

$

0.07

 

 

$

0.21

 

 

$

0.07

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in the computation of net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

282,660,314

 

 

 

240,338,540

 

 

 

262,438,822

 

 

 

239,739,204

 

Diluted

 

 

284,982,270

 

 

 

284,909,414

 

 

 

284,122,560

 

 

 

283,132,238

 

 

See accompanying Notes to the Consolidated Financial Statements.

 

 

1


 

 

McDERMOTT INTERNATIONAL, INC.

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

(Unaudited)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

(in thousands)

 

Net income

 

$

36,459

 

 

$

21,805

 

 

$

60,654

 

 

$

19,361

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on investments

 

 

20

 

 

 

12

 

 

 

39

 

 

 

17

 

Gain on derivatives

 

 

8,504

 

 

 

4,621

 

 

 

10,639

 

 

 

35,412

 

Foreign currency translation

 

 

(231

)

 

 

(4,027

)

 

 

8

 

 

 

(7,370

)

Other comprehensive income, net of tax

 

 

8,293

 

 

 

606

 

 

 

10,686

 

 

 

28,059

 

Total comprehensive income

 

 

44,752

 

 

 

22,411

 

 

 

71,340

 

 

 

47,420

 

Less: Comprehensive income attributable to noncontrolling interests

 

 

82

 

 

 

1,140

 

 

 

2,343

 

 

 

855

 

Comprehensive income attributable to McDermott International, Inc.

 

$

44,670

 

 

$

21,271

 

 

$

68,997

 

 

$

46,565

 

 

See accompanying Notes to the Consolidated Financial Statements.

 

 

2


 

 

McDERMOTT INTERNATIONAL, INC.

 

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2017

 

 

December 31, 2016

 

 

 

(In thousands, except share and per share amounts)

 

Assets

 

(Unaudited)

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

393,726

 

 

$

595,921

 

Restricted cash and cash equivalents

 

 

15,154

 

 

 

16,412

 

Accounts receivable—trade, net

 

 

331,327

 

 

 

334,384

 

Accounts receivable—other

 

 

40,239

 

 

 

36,929

 

Contracts in progress

 

 

619,164

 

 

 

319,138

 

Other current assets

 

 

38,047

 

 

 

29,599

 

Total current assets

 

 

1,437,657

 

 

 

1,332,383

 

Property, plant and equipment

 

 

2,617,382

 

 

 

2,586,179

 

Less accumulated depreciation

 

 

(939,651

)

 

 

(898,878

)

Property, plant and equipment, net

 

 

1,677,731

 

 

 

1,687,301

 

Accounts receivable—long-term retainages

 

 

92,797

 

 

 

127,193

 

Investments in Unconsolidated Affiliates

 

 

12,138

 

 

 

17,023

 

Deferred income taxes

 

 

18,748

 

 

 

21,116

 

Other assets

 

 

52,377

 

 

 

37,214

 

Total assets

 

$

3,291,448

 

 

$

3,222,230

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Notes payable and current maturities of long-term debt

 

$

13,807

 

 

$

48,125

 

Accounts payable

 

 

434,954

 

 

 

173,203

 

Accrued liabilities

 

 

340,613

 

 

 

277,584

 

Advance billings on contracts

 

 

66,148

 

 

 

192,486

 

Income taxes payable

 

 

26,786

 

 

 

17,945

 

Total current liabilities

 

 

882,308

 

 

 

709,343

 

Long-term debt

 

 

526,692

 

 

 

704,395

 

Self-insurance

 

 

17,734

 

 

 

16,980

 

Pension liabilities

 

 

19,043

 

 

 

19,471

 

Non-current income taxes

 

 

60,341

 

 

 

60,870

 

Other liabilities

 

 

124,834

 

 

 

115,703

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Common stock, par value $1.00 per share, authorized 400,000,000 shares;

 

 

 

 

 

 

 

 

  issued 292,469,416 and 249,690,281 shares, respectively

 

 

292,469

 

 

 

249,690

 

Capital in excess of par value

 

1,656,231

 

 

 

1,695,119

 

Accumulated deficit

 

 

(168,438

)

 

 

(226,767

)

Accumulated other comprehensive loss

 

 

(56,191

)

 

 

(66,895

)

Treasury stock, at cost: 8,494,018 and 8,302,004 shares, respectively

 

 

(96,244

)

 

 

(94,957

)

Stockholders' Equity—McDermott International, Inc.

 

 

1,627,827

 

 

 

1,556,190

 

Noncontrolling interest

 

 

32,669

 

 

 

39,278

 

Total equity

 

 

1,660,496

 

 

 

1,595,468

 

Total liabilities and equity

 

$

3,291,448

 

 

$

3,222,230

 

 

See accompanying Notes to the Consolidated Financial Statements.

 

 

3


 

 

McDERMOTT INTERNATIONAL, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2017

 

 

2016

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

60,654

 

 

$

19,361

 

Non-cash items included in net income:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

49,685

 

 

 

48,929

 

Impairment loss

 

 

-

 

 

 

32,311

 

Stock-based compensation charges

 

 

11,838

 

 

 

9,242

 

Loss from investments in Unconsolidated Affiliates

 

 

8,054

 

 

 

4,351

 

Other non-cash items

 

 

12,375

 

 

 

4,948

 

Changes in operating assets and liabilities that provided (used) cash:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

37,453

 

 

 

(30,835

)

Contracts in progress, net of Advance billings on contracts

 

 

(410,678

)

 

 

67,698

 

Accounts payable

 

 

260,091

 

 

 

(65,212

)

Accrued and other current liabilities

 

 

68,722

 

 

 

(45,523

)

Other assets and liabilities, net

 

 

(8,011

)

 

 

30,520

 

Total cash provided by operating activities

 

 

90,183

 

 

 

75,790

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(80,922

)

 

 

(170,674

)

Proceeds from asset dispositions

 

 

55,391

 

 

 

388

 

Investments in Unconsolidated Affiliates

 

 

(1,300

)

 

 

(4,105

)

Total cash used in investing activities

 

 

(26,831

)

 

 

(174,391

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Repayment of debt

 

 

(230,509

)

 

 

(88,845

)

Payment of debt and letter of credit issuance cost

 

 

(18,784

)

 

 

(8,211

)

Acquisition of NCI

 

 

(10,652

)

 

 

-

 

Repurchase of common stock

 

 

(7,020

)

 

 

(2,572

)

Total cash used in financing activities

 

 

(266,965

)

 

 

(99,628

)

 

 

 

 

 

 

 

 

 

Effects of exchange rate changes on cash, cash equivalents and restricted cash

 

 

160

 

 

 

(601

)

Net decrease in cash, cash equivalents and restricted cash

 

 

(203,453

)

 

 

(198,830

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

612,333

 

 

 

781,645

 

Cash, cash equivalents and restricted cash at end of period

 

$

408,880

 

 

$

582,815

 

 

See accompanying Notes to the Consolidated Financial Statements.

 

 

 

4


 

 

McDERMOTT INTERNATIONAL, INC.

 

CONSOLIDATED STATEMENTS OF EQUITY

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock Par Value

 

 

Capital in Excess of Par Value

 

 

Accumulated Deficit

 

 

Accumulated Other Comprehensive Loss ("AOCI")

 

 

Treasury Stock

 

 

Stockholders' Equity

 

 

Noncontrolling Interest ("NCI")

 

 

Total Equity

 

 

(in thousands)

 

Balance at January 1, 2017

 

$

249,690

 

 

$

1,695,119

 

 

$

(226,767

)

 

$

(66,895

)

 

$

(94,957

)

 

$

1,556,190

 

 

$

39,278

 

 

$

1,595,468

 

Net income

 

 

-

 

 

 

-

 

 

 

58,329

 

 

 

-

 

 

 

-

 

 

 

58,329

 

 

 

2,325

 

 

 

60,654

 

Other comprehensive income (loss), net of tax

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,704

 

 

 

-

 

 

 

10,704

 

 

 

(18

)

 

 

10,686

 

Common stock issued

 

 

43,584

 

 

 

(43,584

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock-based compensation charges

 

 

-

 

 

 

8,519

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

8,519

 

 

 

-

 

 

 

8,519

 

Purchase of treasury shares

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,020

)

 

 

(7,020

)

 

 

-

 

 

 

(7,020

)

Retirement of common stock

 

 

(805

)

 

 

(4,928

)

 

 

-

 

 

 

-

 

 

 

5,733

 

 

 

-

 

 

 

-

 

 

 

-

 

Acquisition of NCI

 

 

-

 

 

 

2,121

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,121

 

 

 

(8,896

)

 

 

(6,775

)

Other

 

 

-

 

 

 

(1,016

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,016

)

 

 

(20

)

 

 

(1,036

)

Balance at June 30, 2017

 

$

292,469

 

 

$

1,656,231

 

 

$

(168,438

)

 

$

(56,191

)

 

$

(96,244

)

 

$

1,627,827

 

 

$

32,669

 

 

$

1,660,496

 

 

See accompanying Notes to the Consolidated Financial Statements.

 

 

 

5


 

 

 

 

 

6


 

McDERMOTT INTERNATIONAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

 

NOTE 1—BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

McDermott International, Inc. (“MDR”), a corporation incorporated under the laws of the Republic of Panama in 1959, is a leading provider of integrated engineering, procurement, construction and installation (“EPCI”), front-end engineering and design (“FEED”) and module fabrication services for upstream field developments worldwide.  We deliver fixed and floating production facilities, pipeline installations and subsea systems from concept to commissioning for complex offshore and subsea oil and gas projects. Operating in approximately 20 countries across the Americas, Europe, Africa, Asia and Australia, our integrated resources include a diversified fleet of marine vessels, fabrication facilities and engineering offices. We support our activities with comprehensive project management and procurement services, while utilizing our fully integrated capabilities in both shallow water and deepwater construction. Our customers include national, major integrated and other oil and gas companies, and we operate in most major offshore oil and gas producing regions throughout the world. We execute our contracts through a variety of methods, principally fixed-price, but also including cost reimbursable, cost-plus, day-rate and unit-rate basis or some combination of those methods. In these Notes to our Consolidated Financial Statements, unless the context otherwise indicates, “we,” “us” and “our” mean MDR and its consolidated subsidiaries.

Basis of Presentation

The accompanying Consolidated Financial Statements are unaudited and have been prepared from our books and records in accordance with Rule 10-1 of Regulation S-X for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of our management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of results of operations for a full year. These Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements and Notes thereto included in our Current Report on Form 8-K filed with the SEC on April 25, 2017 (the “April 25 Form 8-K”).

Classification

Certain prior year amounts have been reclassified for consistency with the current year presentation. Previously reported Consolidated Financial Statements have been adjusted to reflect those changes.

In addition, in the first quarter of 2017, we implemented certain changes to our financial reporting structure. Corporate expenses, certain centrally managed initiatives (such as restructuring charges), impairments, year-end mark-to-market pension actuarial gains and losses, costs not attributable to a particular reportable segment, and unallocated direct operating expenses associated with the underutilization of vessels, fabrication facilities and engineering resources, are no longer apportioned to our reportable segments. Those expenses are reported under “Corporate and Other.” Previously reported segment financial information has been adjusted to reflect this change, see Note 16, Segment Reporting.

Accounting Guidance Issued But Not Adopted as of June 30, 2017

Stock Compensation—In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2017-07, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The general model for modifications of share-based payment awards is to record the incremental value arising from a change as additional compensation cost. This guidance clarifies situations in which the existing award is not probable of vesting, and a modification gives rise to a new measurement date; no change in the total compensation cost recognized for an existing award will be required if there is no change to the fair value, vesting conditions and classification of the award. This ASU is effective prospectively for annual periods beginning on or after December 15, 2017. Early adoption is permitted. The application of this amendment is not expected to have a material impact on our future Consolidated Financial Statements or related disclosures.

7


 

Pension and Postretirement Benefits—In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit. This ASU requires bifurcation of certain components of net pension and postretirement benefit cost (“benefit costs”) in the Consolidated Statements of Operations. The service cost components are required to be presented in operating income and the remaining components are required to be presented outside of operating income. This ASU is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted.  Upon future adoption of this guidance, benefit costs, excluding service costs component, will be included in Other non-operating income (expense), net in our Consolidated Statements of Operations. Currently, all components of benefit costs are reported in Selling, general and administrative expenses in our Consolidated Statements of Operations.

Income Taxes—In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.  This ASU requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.  The ASU is effective for interim and annual periods beginning after December 15, 2017.  Early adoption is permitted.  The application of this amendment is not expected to have a material impact on our future Consolidated Financial Statements and related disclosures.

Financial Instruments—In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU will require a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. A valuation account, allowance for credit losses, will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. This ASU is effective for interim and annual periods beginning after December 15, 2019. We are currently assessing the impact of this guidance on our future Consolidated Financial Statements and related disclosures.

Leases—In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The ASU will require entities that lease assets—referred to as “lessees”—to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. Consistent with current U.S. GAAP, the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current U.S. GAAP—which requires only capital leases to be recognized on the balance sheet—the new ASU will require both types of leases to be recognized on the balance sheet. This ASU is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We are currently assessing the impact of this ASU on our future Consolidated Financial Statements and related disclosures.

Revenue from Contracts with Customers (Topic 606)—In May 2014, the FASB issued a new standard related to revenue recognition which supersedes most of the existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. It also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity’s nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

The FASB has issued several amendments to the standard, including clarification on accounting for licenses of intellectual property, identifying performance obligations, reporting gross versus net revenue and narrow-scope improvements and practical expedients.

The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (“full retrospective method”), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (“modified retrospective application”).

We are currently assessing the impact of this ASU and the amendments on our future Consolidated Financial Statements and related disclosures. Adoption may affect the manner in which the company determines the unit of account for its projects and estimates revenue associated with unapproved change orders and claims. We intend to adopt the new standard on January 1, 2018 (the “initial application” date):

 

using the modified retrospective application, with no restatement of the comparative periods presented and a cumulative effect adjustment as of the date of adoption;

 

applying the new standard only to those contracts that are in process at the date of initial application; and

 

disclosing the impact of the new standard on our 2018 Consolidated Financial Statements.  

This standard could have a significant impact on our Consolidated Financial Statements and related disclosures.

 

 

8


 

NOTE 2—REVENUE RECOGNITION

Unapproved Change Orders

As of June 30, 2017, total unapproved change orders included in our estimates at completion aggregated approximately $94 million, of which approximately $13 million was included in backlog. As of June 30, 2016, total unapproved change orders included in our estimates at completion aggregated approximately $122 million, of which approximately $24 million was included in backlog.

Claims Revenue

The amount of revenues included in our estimates at completion (i.e., contract values) associated with claims was $10 million and $16 million as of June 30, 2017 and 2016, respectively, all in our Middle East segment. These amounts are determined based on various factors, including our analysis of the underlying contractual language and our experience in making and resolving claims. Our unconsolidated joint ventures did not include any material claims revenue or associated costs in their financial results for the three and six months ended June 30, 2017 and 2016.  

None of the claims included in our estimates at completion at June 30, 2017 were the subject of any litigation proceedings. We continue to actively engage in negotiations with our customers on our outstanding claims. However, these claims may be resolved at amounts that differ from our current estimates, which could result in increases or decreases in future estimated contract profits or losses.  

Loss Recognition

For all ongoing contracts, we have provided for estimated costs to complete. If a current estimate of total contract cost indicates a loss, the projected loss is recognized in full immediately and reflected in cost of operations in the Consolidated Statements of Operations. However, it is possible that current estimates could change due to unforeseen events, which could result in adjustments to overall contract costs. Variations from estimated contract performance could result in material adjustments to operating results for any fiscal quarter or year.

For loss projects, it is possible that our estimates of gross profit could increase or decrease based on changes in productivity, actual downtime and the resolution of change orders and claims with the customers. In our Consolidated Balance Sheets, the provision for estimated losses on all active uncompleted projects is included in “Advance billings on contracts.”

As of June 30, 2017, KJO Hout, an EPCI project in our MEA segment, was in an estimated overall $9 million loss position. The project is expected to be substantially completed in the second half of 2017.

As of June 30, 2017 and December 31, 2016, the remaining provision for estimated losses to be recognized on all active uncompleted projects in our Consolidated Balance Sheets was not material.

 

 

NOTE 3—USE OF ESTIMATES

The following is a discussion of our most significant changes in estimates that impacted segment operating income for the three and six months ended June 30, 2017 and 2016.

Three months ended June 30, 2017

Segment operating income for the three months ended June 30, 2017 was positively impacted by net favorable changes in estimates totaling approximately $32 million, primarily in our MEA and ASA segments.

Americas, Europe and Africa Segment (“AEA”)This segment was impacted by net unfavorable changes in estimates aggregating approximately $4 million on multiple projects, none of which individually were material.  

9


 

Middle East Segment (“MEA”)This segment was positively impacted by net favorable changes in estimates aggregating approximately $20 million, primarily due to:

 

productivity improvements and associated cost savings during a marine hookup campaign and benefits from a change in estimate to complete a project in the Middle East;  

 

cost savings associated with productivity improvements on multiple Saudi Aramco projects, none of which were individually material; and

 

changes in estimate to complete a large pipeline repair project in the Middle East.

Those favorable net changes were partially offset by:

 

higher fabrication costs on a lump-sum EPCI project under the second Saudi Aramco Long-Term Agreement (“LTA II”); and

 

increases in costs to complete the 9 Jackets Saudi Aramco project due to weather downtime, including increased vessel demobilization and mobilization costs.

Asia Segment (“ASA”)This segment was positively impacted by net favorable changes in estimates aggregating approximately $16 million, primarily due to the change in estimates associated with efficient project execution and productivity improvements on multiple projects which were individually not material.

In addition, during the second quarter of 2017, on the Ichthys project in Australia, we commenced replacing the supplier-provided subsea-pipe connector components, and the diving intervention was completed on July 7, 2017. Residual work is planned for the second half of 2017. The current estimated costs to replace the supplier-provided subsea-pipe connector components, at the completion of the project, is less than our December 31, 2016 estimate of $34 million, which has been reflected in the project’s total estimated costs at completion. Furthermore, we took action to mitigate the risk of possible additional increases in these costs. We expect the project to remain in an overall profitable position.

Six months ended June 30, 2017

Segment operating income for the six months ended June 30, 2017 was positively impacted by net favorable changes in estimates totaling approximately $79 million across all segments.

AEAThis segment was positively impacted by net favorable changes in estimates aggregating approximately $1 million on multiple projects, none of which individually were material. 

MEAThis segment was positively impacted by net favorable changes in estimates aggregating approximately $36 million, primarily due to:

 

productivity improvements and associated cost savings during a marine hookup campaign and reduction in estimated costs to complete two projects in the Middle East, including a Saudi Aramco project;  

 

marine campaign cost savings associated with productivity improvements, which were partially offset by higher fabrication costs on a lump-sum EPCI project under the LTA II;

 

close-out improvements associated with the first phase of a large pipeline repair project in the Middle East, which was completed in 2016, and a change in estimate to complete the next phase of this project; and

 

cost savings associated with productivity improvements on multiple Saudi Aramco projects, none of which were individually material.

Those favorable net changes in estimates were partially offset by increases in costs to complete the 9 Jackets Saudi Aramco project, due to weather downtime, including increased vessel demobilization and mobilization costs.

ASAThis segment was positively impacted by net favorable changes in estimates aggregating approximately $42 million, primarily due to changes in estimates driven by productivity improvements and associated cost savings and agreement on outstanding change orders on active and completed projects.

In addition, as of December 31, 2016, on the Ichthys project in Australia, we reported a $34 million increase in our estimated costs at completion due to a failure identified in a supplier-provided subsea-pipe connector component that we had previously installed, and

10


 

we identified possible additional increases of up to $10 million, due to potential need for alternative installation methods. We investigated the cause of the failure and developed a remediation plan in conjunction with the customer, and we commenced offshore replacement in June 2017. As of June 30, 2017, the work under the remediation plan has progressed well, and the diving intervention was completed on July 7, 2017. Residual work is planned for the second half of 2017. The current estimated costs to replace the supplier-provided subsea-pipe connector components, at the completion of the project, is less than our December 31, 2016 estimate. Furthermore, we took action to mitigate the risk of possible additional increases in these costs. We expect the project to remain in an overall profitable position.

Three months ended June 30, 2016

Operating income for the three months ended June 30, 2016 was positively impacted by net favorable changes in estimates totaling approximately $28 million across all segments.

AEAThis segment was positively impacted by net favorable changes in estimates aggregating approximately $7 million, primarily attributable to productivity improvement and associated cost savings related to our DB 50 and NO 102 vessels’ marine campaigns undertaken in the Gulf of Mexico in the second quarter of 2016.

MEAThis segment was positively impacted by net favorable changes in estimates aggregating approximately $10 million, primarily due to:

 

productivity improvements and associated cost savings related to the Intermac 406 and DB 27 vessels, both associated with Saudi Aramco projects; and

 

other miscellaneous projects, which individually were not material.

ASAThis segment was positively impacted by net favorable changes in estimates aggregating approximately $11 million which were primarily driven by productivity improvements and associated cost savings and agreement on outstanding change orders on our active projects.

Six months ended June 30, 2016

Operating income for the six months ended June 30, 2016 was positively impacted by net favorable changes in estimates totaling approximately $68 million across all segments.

AEAThis segment was positively impacted by net favorable changes in estimates aggregating approximately $23 million, primarily due to:

 

successful execution and close-out improvements on two significant projects, PB Litoral and Exxon Julia Subsea Tieback;

 

productivity improvement and associated cost savings related to our DB 50 and NO 102 vessels’ marine campaigns undertaken in the Gulf of Mexico; and

 

a reversal of a $7 million provision for liquidated damages due to an agreed extension of the PB Litoral project completion date.

Those changes were partially offset by net unfavorable changes, none of which were material individually. 

MEAThis segment was positively impacted by net favorable changes in estimates aggregating approximately $17 million, primarily due to:

 

productivity improvements and associated cost savings related to the DB 27 and the Intermac 406 vessels, both associated with Saudi Aramco projects; and

 

other miscellaneous projects, none of which were material individually. 

ASAThis segment was positively impacted by net favorable changes in estimates aggregating approximately $28 million, primarily driven by productivity improvements and associated cost savings and agreement on outstanding change orders on active and completed projects.

 

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NOTE 4—RESTRUCTURING

Restructuring initiatives are driven and managed by our corporate management. These costs are not allocated to our reportable segments and are reported under Corporate and Other.

Restructuring expenses are reported as a component of Other operating (income) expenses, net in our Consolidated Statements of Operations. Previously, restructuring expenses were presented separately in our Consolidated Statements of Operations.

The following table presents restructuring costs incurred in the second quarter of 2016 and from inception, by major cost type. No restructuring costs were incurred during 2017.

 

 

 

Three months ended

 

 

Six months ended

 

 

From  inception to

 

 

 

June 30, 2016

 

 

June 30, 2017

 

 

(in thousands)

 

Americas Restructuring

 

$

(1,500

)

 

$

(1,500

)

 

$

44,194

 

 

 

 

 

 

 

 

 

 

 

 

 

 

McDermott Profitability Initiative

 

 

 

 

 

 

 

 

 

 

 

 

Severance and other personnel-related costs

 

 

992

 

 

 

1,425

 

 

 

17,807

 

Asset impairment and disposal

 

 

-

 

 

 

-

 

 

 

7,471

 

Legal and other advisor fees

 

 

49

 

 

 

222

 

 

 

11,639

 

Other

 

 

1,541

 

 

 

2,436

 

 

 

10,045

 

 

 

 

2,582

 

 

 

4,083

 

 

 

46,962

 

Additional Overhead Reduction

 

 

 

 

 

 

 

 

 

 

 

 

Severance and other personnel-related costs

 

 

1,073

 

 

 

4,044

 

 

 

5,012

 

Legal and other advisor fees

 

 

240

 

 

 

1,968

 

 

 

2,768

 

Other

 

 

89

 

 

 

256

 

 

 

385

 

 

 

 

1,402

 

 

 

6,268

 

 

 

8,165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Total

 

$

2,484

 

 

$

8,851

 

 

$

99,321

 

 

 

NOTE 5—CASH, CASH EQUIVALENTS AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the totals of such amounts shown in the Consolidated Statements of Cash Flows.  

 

 

 

June 30, 2017

 

 

December 31, 2016

 

 

 

(in thousands)

 

Cash and cash equivalents

 

$

393,726

 

 

$

595,921

 

Restricted cash and cash equivalents