-----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, VzaNwhJt/elbbrdBuJAQgZ8YzC32az+I74XmY1Nf7cOm9Z4ZVsxUC0cUo49DhAye 9O2QWLfqPHLVK3SYk5OyQQ== 0000950134-00-003408.txt : 20000417 0000950134-00-003408.hdr.sgml : 20000417 ACCESSION NUMBER: 0000950134-00-003408 CONFORMED SUBMISSION TYPE: 10-KT/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 720593134 STATE OF INCORPORATION: R1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-KT/A SEC ACT: SEC FILE NUMBER: 001-08430 FILM NUMBER: 601969 BUSINESS ADDRESS: STREET 1: 1450 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045875400 MAIL ADDRESS: STREET 1: 1450 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70161 10-KT/A 1 AMEND. 1 TRANSITION REPORT 4/1/99 TO 12/31/99 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 10-K/A [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended ----------------- OR [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from April 1, 1999 to December 31, 1999 Commission File Number 1-8430 McDERMOTT INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) REPUBLIC OF PANAMA 72-0593134 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 1450 POYDRAS STREET NEW ORLEANS, LOUISIANA 70112-6050 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (504) 587-5400 -------------- Securities Registered Pursuant to Section 12(b) of the Act: Name of each Exchange Title of each class on which registered ------------------- --------------------- Common Stock, $1.00 par value New York Stock Exchange Rights to Purchase Preferred Stock New York Stock Exchange (Currently Traded with Common Stock) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO[ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $549,583,228 as of February 8, 2000. The number of shares outstanding of the Company's Common Stock at April 29, 1999 was 59,822,285. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the Company's 1999 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. 2 McDERMOTT INTERNATIONAL, INC. INDEX TO FINANCIAL STATEMENT SCHEDULES AND EXHIBITS
Page Report of PricewaterhouseCoopers LLP 3 Report of Ernst & Young LLP 4 Financial Statement Schedule Covered by Reports of Independent Accountants: I Condensed Financial Information of Registrant 5 All schedules other than the above have been omitted because they are not required or the information is included in the Consolidated Financial Statements or Notes thereto. Signature of Registrant 12
Exhibit Index - ------------- 99 Supplementary Financial Information on Panamanian Securities Regulations 2 3 REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE To the Board of Directors and Stockholders of McDermott International, Inc. We have audited the consolidated financial statements of McDermott International, Inc. ("the Company") as of December 31, 1999 and March 31, 1999 and for the nine-month period ended December 31, 1999 and the year ended March 31, 1999, and have issued our report thereon dated February 22, 2000. Our report includes an emphasis of a matter paragraph referring to Notes 11 and 20 of the consolidated financial statements which discuss certain asbestos-related claims against the Company's subsidiary, The Babcock & Wilcox Company ("B&W"), B&W's related voluntary petition with the U.S. Bankruptcy Court to reorganize under Chapter 11 of the U.S. Bankruptcy Code, and certain liquidity matters resulting from the filing. Our audit also included Schedule I - Condensed Financial Information of Registrant as of December 31, 1999 and March 31, 1999 and for the nine-month period ended December 31, 1999 and the year ended March 31, 1999. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PricewaterhouseCoopers LLP New Orleans, Louisiana February 22, 2000 3 4 REPORT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders McDermott International, Inc. We have audited the consolidated statements of income, comprehensive income (loss) and cash flows of McDermott International, Inc. for the year ended March 31, 1998, and have issued our report thereon dated May 19, 1998. Our audit also included the financial statement schedule for the year ended March 31, 1998 listed in the Index to Financial Statement Schedules and Exhibits in the Form 10-K/A. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audit. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. ERNST & YOUNG LLP New Orleans, Louisiana May 19, 1998 4 5 Schedule I McDERMOTT INTERNATIONAL, INC. (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS ASSETS
December 31, March 31, 1999 1999 ----------- ---------- (In thousands) Current Assets: Cash and cash equivalents $ 8,991 $ 9,374 Accounts receivable - trade, net 338 357 Accounts receivable - other 1,811 2,244 Accounts receivable from subsidiaries 84,527 95,236 Other current assets 808 677 ---------- ---------- Total Current Assets 96,475 107,888 ---------- ---------- Investments in Subsidiaries and Other Investees, at Equity 1,727,139 1,626,555 ---------- ---------- Note Receivable from Subsidiaries 139,869 350 ---------- ---------- Property, Plant and Equipment, at Cost: Buildings 3,328 3,328 Machinery and equipment 6,710 6,741 ---------- ---------- 10,038 10,069 Less accumulated depreciation 10,038 10,069 ---------- ---------- Net Property, Plant and Equipment -- -- ---------- ---------- Investments in Debt Securities 29,230 29,801 ---------- ---------- Other Assets 38,631 83,967 ---------- ---------- TOTAL $2,031,344 $1,848,561 ========== ==========
See accompanying notes to condensed financial information. 5 6 Continued LIABILITIES AND STOCKHOLDERS' EQUITY
December 31, March 31, 1999 1999 ------------ ----------- (In thousands) Current Liabilities: Accounts payable $ 399 $ 478 Accounts payable to subsidiaries 1,207,038 1,041,941 Accrued liabilities - other 26,315 7,237 Income taxes 1,660 1,661 ----------- ----------- Total Current Liabilities 1,235,412 1,051,317 ----------- ----------- Other Liabilities 4,074 3,510 ----------- ----------- Commitments and Contingencies Stockholders' Equity: Common stock 61,625 61,148 Capital in excess of par value 1,048,848 1,028,393 Accumulated deficit (208,904) (200,432) Treasury stock (62,731) (62,731) Accumulated other comprehensive loss (46,980) (32,644) ----------- ----------- Total Stockholders' Equity 791,858 793,734 ----------- ----------- TOTAL $ 2,031,344 $ 1,848,561 =========== ===========
6 7 Schedule I McDERMOTT INTERNATIONAL, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF INCOME
Nine-Month Fiscal Year Period Ended Ended December 31, March 31, 1999 1999 1998 ------------ --------- ----------- (In thousands) Costs and Expenses: Cost of operations (excluding depreciation and amortization) $ 1,233 $ 201 $ 640 Depreciation and amortization 1,131 1,479 2,495 Selling, general and administrative expenses 2,650 647 1,246 --------- --------- --------- 5,014 2,327 4,381 --------- --------- --------- Gain on Asset Disposals-net 1 -- 2 --------- --------- --------- Operating Loss before Equity in Income of Investees (5,013) (2,327) (4,379) --------- --------- --------- Equity in Income of Subsidiaries and Other Investees 43,027 149,448 221,974 --------- --------- --------- Operating Income 38,014 147,121 217,595 --------- --------- --------- Other Income (Expense): Interest income 2,192 2,841 1,870 Interest expense (9,932) (2,908) (4,728) Other - net (29,834) 18,693 953 --------- --------- --------- (37,574) 18,626 (1,905) --------- --------- --------- Income before Benefit from Income Taxes and Extraordinary Item 440 165,747 215,690 Benefit from Income Taxes -- (12,067) -- --------- --------- --------- Income before Extraordinary Item 440 177,814 215,690 Extraordinary Item -- (24,452) -- --------- --------- --------- Net Income $ 440 $ 153,362 $ 215,690 ========= ========= =========
See accompanying notes to condensed financial information. 7 8 Schedule I MCDERMOTT INTERNATIONAL, INC (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Nine-Month Fiscal Year Period Ended Ended December 31, March 31, 1999 1999 1998 ------------ --------- ----------- (In thousands) Net Income $ 440 $ 153,362 $ 215,690 --------- --------- --------- Other Comprehensive Income (Loss): Equity in other comprehensive income (loss) of subsidiaries and other investees (13,928) 14,078 (1,879) Foreign currency translation adjustments -- (79) -- Minimum pension liability adjustments 63 15 284 Unrealized gains (losses) on investments: Unrealized gains arising during the period, net of reclassification adjustments 131 Reclassification adjustment for losses included in net income (470) (101) --------- --------- --------- Other Comprehensive Income (Loss) (14,335) 13,913 (1,464) --------- --------- --------- Comprehensive Income (Loss) (13,895) 167,275 214,226 --------- --------- ---------
See accompanying notes to condensed financial information. 8 9 Schedule I McDERMOTT INTERNATIONAL, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS
Nine-Month Fiscal Year Period Ended Ended December 31, March 31, 1999 1999 1998 ------------ --------- ----------- (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 440 $ 153,362 $ 215,690 --------- --------- --------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,131 1,479 2,495 Equity in income or loss of subsidiaries and other investees, less dividends (32,227) (105,796) (214,774) Gain on asset disposals-net (1) -- (2) Benefit from deferred taxes -- (1,437) -- Other 4,986 10,217 10,419 Changes in assets and liabilities: Accounts and notes receivable 11,161 12,022 27,398 Accounts payable 77,747 222,533 4,582 Income taxes (1) (1,236) 526 Other, net 31,348 (62,803) (26,909) --------- --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 94,584 228,341 19,425 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from asset disposals 1 3 2 Investments in subsidiaries -- (158,000) -- Purchases of available-for-sale securities (6,493) (16,010) -- Maturities of available-for-sale securities 6,600 7,000 5,000 Sales of available-for-sale securities -- 17,834 -- Decrease in loans to subsidiaries (87,248) (300) -- --------- --------- --------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (87,140) (149,473) 5,002 --------- --------- ---------
9 10 Continued
Nine-Month Fiscal Year Period Ended Ended December 31, March 31, 1999 1999 1998 ------------ ------ ----------- (In thousands) CASH FLOWS FROM FINANCING ACTIVITIES: Payment of long-term debt $ -- $(12,200) $(22,600) Issuance of common stock 1,538 4,173 31,431 Dividends paid (8,889) (13,810) (19,367) Purchase of McDermott International, Inc. stock -- (59,156) (3,662) Other (476) 1,227 -- -------- -------- -------- NET CASH USED IN FINANCING ACTIVITIES (7,827) (79,766) (14,198) -------- -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (383) (898) 10,229 -------- -------- -------- CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 9,374 10,272 43 -------- -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,991 $ 9,374 $ 10,272 -------- -------- -------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest, including intercompany interest (net of amount capitalized) $ 9,865 $ 3,182 $ 5,317 Income taxes, net of refunds $ 1 $ 1 $ -- -------- -------- --------
See accompanying notes to condensed financial information. 10 11 Schedule I McDERMOTT INTERNATIONAL, INC. (PARENT COMPANY ONLY) NOTES TO CONDENSED FINANCIAL INFORMATION NOTE 1 - BASIS OF PRESENTATION The accompanying financial statements have been prepared to present the unconsolidated financial position, results of operations and cash flows of McDermott International, Inc. (Parent Company Only). Investments in subsidiaries and other investees are stated at cost plus equity in undistributed earnings from date of acquisition. These Parent Company Only financial statements should be read in conjunction with McDermott International, Inc.'s consolidated financial statements and independent accountants' reports thereon. NOTE 2 - CONTINGENCIES McDermott International, Inc. is contingently liable under standby letters of credit totaling $129,399,000 at December 31, 1999, all of which were issued in the normal course of business. McDermott International, Inc. has guaranteed the indebtedness of certain of its subsidiaries and other investees. At December 31, 1999, these guarantees included $10,800,000 of loans to and $44,588,000 of standby letters of credit issued by certain subsidiaries and other investees. At December 31, 1999, McDermott International, Inc. had pledged all of the fair value of its investments in debt securities to secure payments under and in connection with certain reinsurance agreements. NOTE 3 - DIVIDENDS RECEIVED McDermott International, Inc. received dividends from its consolidated subsidiaries of $10,800,000, $19,200,000, and $7,200,000 for the nine-month period ended December 31, 1999 and the fiscal years ended March 31, 1999 and 1998, respectively. 11 12 SIGNATURE OF THE REGISTRANT Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. McDERMOTT INTERNATIONAL, INC. /s/ Daniel R. Gaubert ---------------------------------------- By: Daniel R. Gaubert Senior Vice President and Chief Financial Officer (Principal Financial Officer) April 14, 2000 12 13 EXHIBIT INDEX
Exhibit Number - ------ 99 Supplementary Financial Information on Panamanian Securities Regulations
13 EX-99 2 SUPPLEMENTARY FINANCIAL INFORMATION 1 EXHIBIT 99 McDERMOTT INTERNATIONAL, INC. ADDITIONAL EXHIBITS SUPPLEMENTARY FINANCIAL INFORMATION PREPARED IN ACCORDANCE WITH AND SOLELY FOR THE PURPOSE OF COMPLYING WITH CERTAIN PANAMANIAN SECURITIES REGULATIONS
Nine-Month Period Ending December 31, 1999 ---- (Unaudited) (In thousands) ARTICLE 29 RULE #9 - INVESTMENTS IN SUBSIDIARIES AND OTHER INVESTEES AT EQUITY Head Office (Parent Company) $ 1,727,139 Subsidiaries and Affiliates -- Eliminations/Other (1,663,533) ----------- McDERMOTT INTERNATIONAL, INC $ 63,606 =========== RULE #25C - PARENT-COMPANY ACCOUNTS AND NOTES PAYABLE TO SUBSIDIARIES Head Office (Parent Company) $ 1,207,038 Eliminations/Other (1,207,038) ----------- McDERMOTT INTERNATIONAL, INC $ -- =========== ARTICLE 30 (c) - OPERATING EXPENSES BY SEGMENT Power Generation Systems $ 677,874 Marine Construction Services 459,641 Government Operations 277,701 Other Operations 358,069 Eliminations (2,464) ----------- McDERMOTT INTERNATIONAL, INC $ 1,770,821 =========== RULE #40 - OPERATING REVENUES Head Office (Parent Company) $ -- Subsidiaries and Affiliates 1,891,088 Eliminations/Other -- ----------- McDERMOTT INTERNATIONAL, INC $ 1,891,088 ===========
14 2 Continued
Nine-Month Period Ending December 31, 1999 ---- (Unaudited) (In thousands) ARTICLE 30 - Continued RULE #41 - OPERATING EXPENSES Head Office (Parent Company) $ 5,014 Subsidiaries and Affiliates 1,798,665 ----------- McDERMOTT INTERNATIONAL, INC $ 1,803,679 =========== RULE #43 - DIVIDENDS RECEIVED Head Office (Parent Company) from Subsidiaries and Affiliates $ 10,800 Subsidiaries and Affiliates from Other Corporations 4,206 Eliminations/Other (10,800) ----------- McDERMOTT INTERNATIONAL, INC $ 4,206 =========== RULE #44 - INTEREST INCOME Head Office (Parent Company): from Subsidiaries and Affiliates $ 548 from Other Corporations 1,644 Subsidiaries and Affiliates from Other Corporations 30,482 Eliminations (548) ----------- McDERMOTT INTERNATIONAL, INC $ 32,126 =========== RULE #46 - OTHER MISCELLANEOUS REVENUES Bad Debt Recoveries $ 3,824 Loss on Curtailment of Employee Benefit Plans (37,028) Other Items - Net 2,891 ----------- McDERMOTT INTERNATIONAL, INC $ (30,313) =========== RULE #51 - INVESTMENTS IN UNCONSOLIDATED AFFILIATES AT EQUITY Balance at March 31, 1999 $ 61,393 Equity Income 8,591 Dividends Received (4,206) Other Changes (2,172) ----------- Balance at December 31, 1999 $ 63,606 ===========
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