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ACQUISITION AND DISPOSITIONS
3 Months Ended
Mar. 31, 2014
Discontinued Operations And Disposal Groups [Abstract]  
ACQUISITION AND DISPOSITIONS

NOTE 2—ACQUISITION AND DISPOSITIONS

Acquisition

During the quarter ended March 31, 2013, we entered into a share purchase agreement to acquire all of the issued and outstanding shares of capital stock of Deepsea Group Limited, a United Kingdom-based company that provides subsea and other engineering services to international energy companies, primarily through offices in the United Kingdom and the United States. Total consideration was approximately $9.0 million, which includes cash ($6.0 million) and the delivery of 313,580 restricted shares of MII common stock (out of treasury). The transaction is being accounted for using the acquisition method and, accordingly, assets acquired and liabilities assumed are recorded at their respective fair values.

During the quarter ended December 31, 2013, we entered into two joint ventures with TH Heavy Engineering Berhad (“THHE”), whereby we acquired a 30% interest in a subsidiary of THHE, THHE Fabricators Sdn. Bhd., and THHE acquired a 30% interest in our Malaysian subsidiary, Berlian McDermott Sdn. Bhd. Accounting for these transactions is preliminary at March 31, 2014 and is pending finalization of these transactions by mid-2014. As of March 31, 2014, we recorded an equity method investment of approximately $25.5 million, a non-controlling interest of approximately $20.9 million and an increase in capital in excess of par value of approximately $4.6 million arising from these transactions.

Non-Core Asset Sales

We previously committed to a plan to sell four of our multi-function marine vessels, specifically the Bold EnduranceDB 16DB 26 and the DLB KP1. Assets classified as held for sale are no longer depreciated. During the quarter ended March 31, 2014, we completed the sale of theDLB KP1 for aggregate cash proceeds of approximately $8.4 million, resulting in a gain of approximately $6.4 million recognized in our Middle East segment. During the quarter ended March 31, 2013, we completed the sale of the Bold Endurance and the DB 26 for aggregate cash proceeds of approximately $32.0 million, resulting in an aggregate gain of approximately $12.5 million. We remain in active discussions with interested parties to sell the DB 16.

Americas and Corporate Restructuring

We commenced a restructuring of our Americas operations during the quarter ended June 30, 2013, which involves our Morgan City, Louisiana, Houston, Texas, New Orleans, Louisiana and Brazil locations. The restructuring involves, among other things, reductions of management, administrative, fabrication and engineering personnel, and a plan to discontinue utilization of the Morgan City facility (after the completion of existing backlog projects, which are currently forecasted to be completed in the third quarter of 2014). Future fabrication operations in the Americas segment are expected to be executed using the Altamira, Mexico facility. In addition, we have reached an agreement to exit our joint venture operation in Brazil. Costs associated with our Americas restructuring activities primarily include severance and other personnel-related costs, costs associated with exiting the joint venture in Brazil, asset impairment and relocation costs, environmental reserves and future unutilized lease costs. The total costs are expected to range between $55.0 and $60.0 million in the aggregate. Of the total anticipated costs, we incurred approximately $3.6 million during the quarter ended March 31, 2014 and had incurred an aggregate of $37.7 million through March 31, 2014.

In October 2013, we announced certain executive management changes that became effective during the fourth quarter of 2013. In March 2014, we changed our organizational structure to orient around offshore and subsea business activities through four primary geographic regions. Costs associated with our corporate reorganization activities will primarily include severance, relocation and other personnel-related costs and costs for advisors. The total of these costs is expected to range between $20.0 million and $25.0 million and to be incurred by the end of 2014. Of the total anticipated costs, we incurred approximately $2.5 million during the quarter ended March 31, 2014 and had incurred an aggregate of $4.2 million as of March 31, 2014.

The following table presents total amounts incurred during the quarter ended March 31, 2014, as well as amounts incurred from inception of restructuring efforts up to March 31, 2014 and amounts expected to be incurred in the future by major type of cost and by segment.

 

     Incurred for three
months ended

March 31, 2014
     Incurred from
restructuring
inception to

March 31, 2014
     Remaining
to be
incurred
     Total  
     (In thousands)  

Americas

           

Impairments and write offs

   $ —        $ 14,138       $ 112       $ 14,250   

Severance and other personnel-related costs

     2,029         11,676         1,324         13,000   

Morgan City environmental reserve (accrued)

            5,925         —          5,925   

Morgan City yard-related expenses

     1,602         5,800         9,450         15,250   

Other

     —          158         6,417         6,575   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 3,631       $ 37,697       $ 17,303       $ 55,000   

Corporate

           

Severance and other personnel-related costs

   $ 908       $ 2,569       $ 6,931       $ 9,500   

Legal and other advisor fees

     1,586         1,586        8,914         10,500   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 2,494       $ 4,155       $ 15,845       $ 20,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 6,125       $ 41,852       $ 33,148       $ 75,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Accrued liabilities associated with restructuring activities were approximately $7.9 million and $8.0 million as of March 31, 2014 and December 31, 2013, respectively.