REORGANIZATION

3 Months Ended

Mar. 31, 2020

Reorganizations [Abstract]

Reorganization

NOTE 3—REORGANIZATION

Restructuring Support Agreement and Plan of Reorganization

The key terms of the RSA include the following:

• access to an aggregate $2.81 billion of debtor-in-possession financing, described below;

• equitization of funded debt held by senior secured term lenders for 94% of the equity of the reorganized McDermott;

• commitments from certain of our lenders to provide letter of credit capacity during the Chapter 11 proceedings and upon emergence from the Chapter 11 proceedings in an exit facility;

• sale of the Lummus Technology business for approximately $2.725 billion (subject to certain adjustments), the proceeds of which will fund a minimum cash balance of $820 million for the Debtors’ go-forward business and the repayment of the funded obligations under the DIP Credit Agreement, as defined and described below;

• recovery to the holders of the Senior Notes of 6% of the equity of the reorganized McDermott (subject to certain dilution adjustments such as the New Warrants (as defined in the RSA) and the Management Incentive Plan (as defined in the RSA)), Warrants and the right to participate in an equity rights offering;

• reinstatement and assumption of all unsecured bi-lateral  letter of credit facility obligations and surety obligations;

• repayment in full or reinstatement of all unsecured trade claims;

• assumption of all project-related executory contracts, with limited amendments;

• payment in full of all administrative and priority claims; and

• cancellation of all existing preferred and common equity interests.

The Debtors  filed the Bankruptcy Petitions and the initial Plan of Reorganization on January 21, 2020 to implement the key terms of the RSA.

On January 22, 2020, we submitted our amended Plan of Reorganization, and on January 30, 2020, we served a combined notice, which contained the RSA, a summary of the Plan of Reorganization, and information regarding key dates, to all known parties in interest, which informed recipients of (1) the commencement of Chapter 11 proceedings and (2) the Debtors’ intention to request a combined hearing to consider approval of the disclosure statement and confirmation of the Plan of Reorganization.

On February 29, 2020, we filed a supplement to the amended Plan of Reorganization (the “Plan Supplement”). The Plan Supplement included, among other things, a post-emergence governance term sheet, an assumed executory contract and unexpired lease list, a schedule of retained causes of action, and an exit facility term sheet.

On March 11, 2020, we filed the second amended joint prepackaged Plan of Reorganization and an amended Plan Supplement, which included drafts of the amended assumed executory contract and unexpired lease list and an amended schedule of retained causes of action.

On March 12, 2020, we filed a second amended Plan Supplement, which included drafts of an amended governance term sheet, a management incentive plan term sheet, a restructuring transactions memorandum, and a form of warrant agreement for the new Warrants.

On March 12, 2020, the Bankruptcy Court issued a confirmation order and, on March 14, 2020, issued an amended order approving the Debtors’ disclosure statement and approving the second amended joint prepackaged Plan of Reorganization.

While the Debtors received their binding court confirmation order, they will not exit from the Chapter 11 proceedings until they meet all of the conditions precedent to emergence from the Chapter 11 proceedings as described in the Plan of Reorganization. The remaining conditions to emergence from the Chapter 11 proceedings are summarized as follows:

• the Debtors shall have achieved the target threshold of projected gross profit, letter of credit relief and project costs savings through employment of specified risk mitigation strategies (as defined in the Plan of Reorganization);

• the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings or documents that are necessary to implement and effectuate the Plan of Reorganization;

• the final version of each of the Plan of Reorganization, the Definitive Documents (as defined in the Plan of Reorganization), and all documents contained in any supplement to the Plan of Reorganization shall not be modified in any manner inconsistent with the RSA;

• the definitive documents in respect of the Lloyds LC Exit Facility (as defined in the Plan of Reorganization) and the Exit Facility Documents (as defined in the Plan of Reorganization) shall have been duly executed and delivered by all of the entities that are parties thereto and all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the effectiveness of the Exit Facilities (as defined below) shall have been satisfied or duly waived in writing in accordance with the terms of each of the Exit Facilities and the closing of each of the Exit Facilities and the Lloyds LC Exit Facility shall have occurred;

• the final order approving the DIP Credit Facility (as defined in the Plan of Reorganization) shall remain in full force and effect and no event of default shall have occurred and be continuing thereunder;

• no more than $50 million principal amount of Prepetition Secured Letters of Credit, the Lloyds Letters of Credit (as defined in the Plan of Reorganization) or the DIP Letters of Credit (other than cash collateralized letters of credit) shall have been drawn and unreimbursed in full in cash;

• Reorganized McDermott shall have a minimum of $820 million of cash on its balance sheet (which amount shall not include cash held by the Debtors’ joint-venture affiliates or cash collateral securing the Cash Secured Letters of Credit, the Lloyds Letters of Credit and the DIP Cash Secured Letters of Credit (as defined in the Plan of Reorganization)) assuming normal working capital;

• all professional fees and expenses of retained professionals that require the Bankruptcy Court’s approval shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed in a professional fee escrow account pending the Bankruptcy Court’s approval of such fees and expenses;

• the Lummus Technology sale shall have been consummated;

• the Debtors’ shall have filed a Notice of Anticipated Effective Date at least five days in advance of the Effective Date;

• to the extent invoiced in accordance with the terms of the Plan of Reorganization, the payment in cash in full of the Restructuring Expenses; and

• the Debtors shall have implemented the Restructuring Transactions and all transactions contemplated in the Restructuring Term Sheet in a manner consistent with the RSA (and subject to, and in accordance with, the consent rights set forth therein), the Restructuring Term Sheet and the Plan of Reorganization.

The confirmed Plan of Reorganization provides for, among other things, that the following holders of claims receive the following recovery on the Effective Date (unless such holder agrees to less favorable treatment):

• holders of claims arising under the DIP Credit Agreement (as defined below) shall be paid in full, in cash, on the Effective Date, from the proceeds of the Lummus Technology sale or, to the extent not paid in full from the proceeds of the Lummus Technology sale:

• holders of claims arising under the DIP Term Loans (as defined in the Plan of Reorganization) other than the Make-Whole Amount (as defined in the Plan of Reorganization) shall receive cash on hand and proceeds from the Exit Facilities;

• holders of claims arising under the DIP Term Loans constituting the Make-Whole Amount shall receive their respective pro rata shares of the term loans arising under the Make-Whole Tranche (as defined in the Plan of Reorganization); and

• holders of claims arising under the drawn DIP Letters of Credit (as defined in the Plan of Reorganization) that have not been reimbursed in full in cash as of the Effective Date shall receive payment in full in cash;

• holders of DIP Cash Secured Letters of Credit (as defined in the Plan of Reorganization) shall receive participation in the Cash Secured LC Exit Facility (as defined below) in amounts equal to their respective DIP Cash Secured Letter of Credit Claims (as defined in the Plan of Reorganization; provided that any such cash collateral in the DIP Cash Secured LC Account (as defined in the DIP Credit Facility) shall collateralize the Cash Secured LC Exit Facility);

• holders of claims arising under the DIP Letters of Credit (other than the DIP Cash Secured Letters of Credit) shall receive participation in the Super Senior Exit Facility (as defined below) in amounts equal to their respective DIP Letter of Credit Facility commitments;

• holders of claims arising under the (1) 2021 LC Facility (as defined in the Plan of Reorganization), (2) the 2023 LC Facility (as defined in the Plan of Reorganization), (3) the Revolving Credit Facility (as defined in the Plan of Reorganization) and (4) the Lloyds’ LC Facility (as defined in the Plan of Reorganization) shall receive participation rights in the Roll-Off LC Exit Facility (as defined below) or receive their respective pro rata shares of the Secured Creditor Funded Debt Distribution (as defined in the Plan of Reorganization), depending upon the nature of such claims;

• holders of claims arising under the Term Loan Facility and Credit Agreement Hedging Claims (as defined in the Plan of Reorganization), other than hedging obligations rolled into the DIP Facilities and the Exit Facilities, will receive pro rata shares of the Secured Creditor Funded Debt Distribution;

• holders of claims arising under the Senior Notes will receive their pro rata shares of (a) 6% of the new common equity interests in the reorganized McDermott (the “New Common Stock”), plus additional shares of New Common Stock as a result of the Prepetition Funded Secured Claims Excess Cash Adjustment (as defined in the Plan of Reorganization), subject to dilution on account of the new Warrants and the Management Incentive Plan; and (b) the Warrants;

• holders of general unsecured claims shall either (1) have their claims reinstated or (2) be paid in full in cash;

• each existing equity interest in any of the Debtors other than McDermott shall be reinstated or cancelled, released and extinguished without any distribution at the Debtors’ election and with the consent of the Required Consenting Lenders (as defined in the Plan of Reorganization); and

• each existing equity interest in McDermott will be cancelled, released and extinguished without any distribution.

The RSA contains certain covenants on the part of the Debtors and the Consenting Parties, including that the Consenting Parties, among other things, (1) vote in favor of the Plan of Reorganization in the Chapter 11 Cases and (2) otherwise support and take all actions that are necessary and appropriate to facilitate the confirmation of the Plan of Reorganization and consummation of the Debtors’ restructuring in accordance with the RSA. The RSA further provides that the Consenting Parties shall have the right, but not the obligation, to terminate the RSA upon the occurrence of certain events, including the failure of the Debtors to achieve certain milestones.

The RSA also contemplates that, on or prior to the Effective Date, we will complete the Lummus Technology sale (primarily represented by our Technology reporting segment, which is now reported as a discontinued operation). In order to pursue the satisfaction of that requirement, we entered into the SAPA with the buyer party thereto as a “stalking horse” bidder. On February 24, 2020, the Bankruptcy Court approved the selection of the stalking horse bidder and the contractual protections provided to that bidder, as well as the bidding procedures for the ultimate sale process. Under the terms of the SAPA, the stalking horse bidder agreed, absent any higher or otherwise better bid, to acquire the Lummus Technology business from us for a purchase price of $2.725 billion, subject to certain adjustments. If we had received any bids that were higher or otherwise better than the terms reflected in the SAPA, we were to conduct an auction for the Lummus Technology business. However, as we did not receive any qualified bid by the court-approved deadline, March 2, 2020, the auction was cancelled and we designated the stalking horse bid as the successful bid, thereby requiring the buyer to fund an additional deposit under the SAPA. The Lummus Technology sale pursuant to the SAPA was approved as part of the Confirmation Order.

DIP Credit Agreement

In connection with the RSA and the Chapter 11 Cases, certain Consenting Parties or their affiliates provided the Debtors with superpriority debtor-in-possession financing pursuant to a new credit agreement (the “DIP Credit Agreement”). The DIP Credit Agreement provides for, among other things, term loans and letters of credit in an aggregate principal amount of up to $2.81 billion, including: (1) up to $2,065 million under a term loan facility consisting of (a) a $550 million tranche made available on January 23, 2020, (b) a $650 million tranche made available upon entry of the Final DIP Order (as defined in the RSA) on February 26, 2020, (c) an $800 million tranche consisting of the principal amount of term loans outstanding under the New Term Facility under our Superpriority Credit Agreement (defined and described in Note 11, Debt) and $21 million of accrued interest and fees related to term loans outstanding under the New Term Facility under our Superpriority Credit Agreement and the New LC Facility under our Superpriority Credit Agreement, in each case that was rolled up from the Superpriority Credit Agreement and deemed issued under the DIP Credit Agreement upon entry of the Final DIP Order and (d) a $44 million tranche consisting of the make-whole amount owed to the lenders under our Superpriority Credit Agreement that was rolled up from the Superpriority Credit Agreement and deemed issued under the DIP Credit Agreement upon entry of the Final DIP Order (the “DIP Term Facility”) and (2) up to $743 million under a letter of credit facility consisting of (a) $300 million made available at closing on January 23, 2020, (b) $243 million that was made available upon entry of the Final DIP Order on February 26, 2020, and (c) $200 million amount of term loans outstanding under Tranche A and Tranche B of the New LC Facility under our Superpriority Credit Agreement that was rolled up from the Superpriority Credit Agreement and deemed issued under the DIP Credit Agreement upon entry of the Final DIP Order (the “DIP LC Facility” and, together with the DIP Term Facility, the “DIP Facilities”). The Final DIP Order was entered by the Bankruptcy Court on February 24, 2020. We intend to use proceeds from the DIP Facilities to, among other things: (1) pay certain fees, interest, payments and expenses related to the Chapter 11 Cases; (2) pay adequate protection payments; (3) fund our working capital needs and expenditures during the Chapter 11 proceedings; (4) fund the “Carve-Out” (described in Note 11, Debt), which accounts for certain administrative, court and legal fees payable in connection with the Chapter 11 Cases; and (5) pay fees and expenses related to the transactions contemplated by the DIP Facilities.

See Note 11, Debt, for further discussion of the DIP Credit Agreement.

Exit Facilities

In addition to the DIP Facilities, the RSA contemplates that the Debtors will (a) conduct a non-backstopped equity rights offering to holders of the Senior Notes (the “Rights Offering”) and (b) on the Effective Date, enter into new exit credit facilities (the “Exit Facilities”), consisting of:  (1) a super senior exit facility comprised of a letter of credit facility in the amount of $743 million (the “Super Senior Exit Facility”); (2) a super senior term loan facility in the amount of any portion of the Make-Whole Amount (as defined in the RSA) outstanding and not repaid as of the Effective Date (the “Make-Whole Exit Facility”); (3) a senior secured letter of credit exit facility in an amount up to $1.326 billion for new letters of credit (the “Senior LC Exit Facility”); (4) a senior secured letter of credit exit facility reflecting existing letters of credit (the “Roll-Off LC Exit Facility” and, together with the Super Senior Exit Facility and the Senior LC Exit Facility, the “LC Exit Facilities”); (5) a senior secured term loan facility in the amount of $500 million of take-back debt (the “Term Loan Exit Facility”); and (6) a cash secured letter of credit exit facility in an amount up to $371 million (the “Cash Secured LC Exit Facility”). The aggregate amount of commitments under the LC Exit Facilities and the Cash Secured LC Exit Facility will be approximately $2.4 billion. Accordingly, consummation of the Plan of Reorganization will require that the Debtors meet all of the conditions to completion of the Exit Facilities.

The foregoing descriptions of the RSA, the Plan of Reorganization, the DIP Facilities and the SAPA are not complete and are qualified in their entirety by reference to the full text of each of those documents, copies of which are filed as exhibits to the 2019 Form 10-K report.

Rights Offering

As required under the RSA, the Debtors were required to conduct the Rights Offering. Upon filing the Bankruptcy Petitions, the Rights Offering procedures and related materials were also filed. On February 7, 2020, we commenced the Rights Offering, which had an expiration date of February 19, 2020. However, as no subscriptions were made, no shares of the Reorganized Debtors were scheduled to be issued in connection with the Rights Offering. The costs associated with the offering were not material and were expensed, as no further benefit will be recognized.

Employee Compensation and Benefit Programs

Subject to the provisions of the Plan of Reorganization, all compensation and benefits programs will be treated as executory contracts under the Plan of Reorganization and deemed assumed on the Effective Date pursuant to the relevant provisions of the Bankruptcy Code, except for: (1) all employee equity or equity-based incentive plans, and any provisions set forth in the compensation and benefits program that provide for rights to acquire existing equity interests in any of the Debtors; (2) the change-in-control agreements entered into with current employees, unless otherwise determined by the Required Consenting Lenders prior to the Effective Date; (3) compensation and benefits programs that have been rejected pursuant to an order of a Bankruptcy Court; and (4) compensation and benefits programs that, as of the entry of the Confirmation Order, have been specifically waived by the beneficiaries of any employee benefit plan or contract.

Any assumption of compensation and benefits programs pursuant to the terms described above will be deemed not to (1) trigger any applicable change-in-control, immediate vesting or termination rights (or any similar provisions) or (2) constitute an event of “Good Reason” (or a term of like import), in each case as a result of the consummation of the restructuring transactions as described in the Plan of Reorganization. No counterparty shall have rights under a compensation and benefits program assumed pursuant to the Plan of Reorganization other than those applicable immediately prior to such assumption. On the Effective Date, the Debtors shall enter into severance and change-in-control arrangements with senior executives in amounts and on terms and conditions to be agreed with and approved by the Required Consenting Lenders.

Workers’ Compensation Programs

As of the Effective Date, except as set forth in the Plan Supplement, the Debtors will continue to honor their obligations under: (a) applicable workers’ compensation laws; and (b) written contracts, agreements, agreements of indemnity, self-insured workers’ compensation bonds, policies, programs, and plans for workers’ compensation and workers’ compensation insurance.

Executory contracts

On February 29, 2020, March 11, 2020, and March 12, 2020 the Plan Supplement, Amended Plan Supplement, and Second Amended Plan Supplement, respectively, were filed with the Court. On March 17, 2020, we filed the third amended Plan Supplement (the “Third Amended Plan Supplement”), which included a second amended assumed executory contract and unexpired lease list. These filings included the listings for assumed and rejected executory contracts and unexpired leases. The listing of rejected executory contracts and leases included no executory contracts or leases. Therefore, no amount related to contract or lease obligations was subject to compromise.

The foregoing descriptions of the RSA, the Plan of Reorganization, the DIP Credit Agreement, and the SAPA are not complete and are qualified in their entirety by reference to the full text of each of those documents, copies of which are filed as exhibits to the 2019 Form 10-K.

Prepetition Charges

Professional and other fees and expenses incurred prior to the Petition Date related to the Lummus Technology sale process and prepetition charges related to the preparation of the Chapter 11 reorganization are reflected in “Transaction Costs” in our Statements of Operations.

Reorganization Items

In accordance with ASC 852, any incremental expenses, gains and losses that are realized or incurred as of or subsequent to the Petition Date and as a direct result of the Chapter 11 Proceedings are recorded under reorganization items.

In the Plan of Reorganization, the completion of the Lummus Technology sale is a condition precedent to emergence from the Chapter 11 proceedings. After the Petition Date, incremental costs directly related to the Lummus Technology sale, totaling approximately $19 million, were also included in reorganization items and were allocated to discontinued operations, as further disclosed in Note 4, Discontinued Operations.

For the period ended March 31, 2020, reorganization items pertaining to continuing operations were $246 million and consisted of the following items:

	March 31, 2020
	(In millions)
Claims valuation adjustments	$	96
DIP Credit Facility fees		87
Professional fees and other		63
Total reorganization items, net	$	246

Payments of DIP Credit Facility fees ($87 million) and professional fees ($58 million) were included in cash outflows from financing and operating activities, respectively, in our Statement of Cash Flows for the three months ended March 31, 2020.

Liabilities Subject to Compromise

Liabilities subject to compromise distinguish prepetition liabilities which may be affected by the Chapter 11 proceedings from those that are not (such as fully secured liabilities that are not impaired or expected to be compromised) and those that are postpetition liabilities. These amounts represent our best estimate of allowed claims that will be resolved as part of the Chapter 11 Cases. There are no claims not subject to reasonable estimation. Liabilities subject to compromise are reported at the amounts expected to be allowed as claims by the Bankruptcy Court, although they may be settled for less.

Based on an assessment of each claim’s impairment and projected recovery under the Plan of Reorganization, four classes of prepetition liabilities were subject to compromise as they were impaired, were projected to receive less than 100% of the claim and were unsecured and/or undersecured. Those classes included claims under the Term Facility, Senior Notes and Revolving Credit Facility (defined in Note 11, Debt) and liability associated with the amended and restated interest rate swap arrangement, approved by the Court (see Note 16, Derivative Financial Instruments).

At March 31, 2020, liabilities subject to compromise consisted of the following balances: 

	March 31, 2020
	(In millions)
Term facility	$	2,220
10.625% Senior Notes		1,300
Revolving credit facility		801
Accrued and unpaid interest		114
Allowed claims on Term facility and Revolving credit facility		96
Interest rate derivative		47
Total liabilities subject to compromise	$	4,578

The principal balance on the Term Facility, Senior Notes and Revolving Credit Facility have been reclassified from “Debt” in current liabilities to “Liabilities subject to compromise” in our Balance Sheet as of March 31, 2020.

Accrued and unpaid interest through the Petition Date on our Term Facility, Revolving Credit Facility and Senior Notes and liability associated with our interest rate derivative were reclassified from “Accrued liabilities” in current liabilities to “Liabilities subject to compromise” in our Balance Sheet as of March 31, 2020.

In addition, the Plan of Reorganization includes the allowance of all accrued and unpaid interest associated with the Term Facility and the Revolving Credit Facility through the Effective Date. Accordingly, we have assessed and included in “Liabilities subject to compromise” allowed claims of $72 million for the Term Facility and $24 million for the Revolving Credit Facility, which are calculated as interest, at the default rates, for the period subsequent to the Petition Date and through the Effective Date. Those allowed claims are recorded in the “Reorganization items, net” in our Statement of Operations for the three months ended March 31, 2020.

The contractual interest expense on the Senior Notes, from the Petition Date to the Effective Date, not reflected in our Statement of Operations for the three months ended March 31, 2020 was $27 million. We discontinued accruing interest on the Senior Notes as of the Petition Date as part of the automatic stay enforced as part of the Chapter 11 Cases.

Creditor classes not classified as “Liabilities subject to compromise” are expected to receive full recovery under the Plan of Reorganization.

Debtor financial statements

The followings are the consolidated financial statements of the entities included in the Chapter 11 Cases (all intercompany balances due between Debtor entities have been eliminated):

McDERMOTT INTERNATIONAL, INC. DEBTOR ENTITIES (DEBTOR IN POSSESSION)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	Three months ended,
	March 31, 2020
	(In millions)
Revenues	$	1,757
Costs and Expenses:
Cost of operations		1,732
Other operating expenses, net		1,087
Total operating expenses, net		2,819
Operating loss		(1,062	)
Other expense:
Interest expense, net		(58	)
Intercompany charges for interest		5
Reorganization items		(246	)
Other non-operating expense, net		(6	)
Total other expense, net		(305	)
Loss before provision for income taxes		(1,367	)
Income tax expense		6
Loss from continuing operations		(1,373	)
Loss from discontinued operations		(14	)
Net loss		(1,387	)
Less: Net income attributable to noncontrolling interests		6
Net loss attributable to Debtor entities	$	(1,393	)

McDERMOTT INTERNATIONAL, INC. DEBTOR ENTITIES (DEBTOR IN POSSESSION)

CONDENSED CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	March 31, 2020
		(In millions)
Assets
Current assets:
Cash and cash equivalents	$	990
Restricted cash and cash equivalents		397
Current assets of discontinued operations		2,451
Other current assets		2,015
Total current assets		5,853
Property, plant and equipment, net		1,171
Other non-current assets		1,695
Total assets	$	8,719
Liabilities, Mezzanine Equity and Stockholders' Equity
Current liabilities:
Debt	$	2,038
Current liabilities of discontinued operations		426
Advance billings on contracts, accounts payable, accrued and other current liabilities		3,149
Total current liabilities		5,613
Intercompany accounts payable		727
Other non-current liabilities		1,051
Total liabilities not subject to compromise		7,391
Liabilities subject to compromise		4,578
Mezzanine equity: Redeemable preferred stock		294
Debtor entities total McDermott stockholders' equity		(3,551	)
Noncontrolling interest		7
Debtor entities total stockholders' equity		(3,544	)
Debtor entities total liabilities and stockholders' equity	$	8,719

McDERMOTT INTERNATIONAL, INC. DEBTOR ENTITIES (DEBTOR IN POSSESSION)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

		Three months ended
		March 31, 2020
		(In millions)
Cash flows from operating activities:
Net loss	$		(1,387	)
Adjustments to reconcile net loss to cash flows from operating activities:
Reorganization items, net - Claims valuation adjustments			96
Reorganization items, net - DIP Credit Facility fees			87
Property, plant and equipment impairment			884
Goodwill and intangible assets impairment			94
Charges from parent of subsidiary			5
Other current and non-current assets and liabilities, net			(465	)
Total cash used in operating activities			(686	)
Cash flows from investing activities:
Purchases of property, plant and equipment			(25	)
Advances related to proportionately consolidated consortiums			(57	)
Other investing activities			(4	)
Total cash used in investing activities			(86	)
Cash flows from financing activities:
DIP Term Facility borrowings			1,200
DIP Credit Facility fees			(87	)
Advances related to equity method joint ventures and proportionately consolidated consortiums			69
Other financing activities among subsidiaries			(47	)
Other financing activities			(5	)
Total cash provided by financing activities			1,130
Effect of exchange rate changes on cash, cash equivalents and restricted cash			(3	)
Net Increase in cash, cash equivalents and restricted cash			355
Cash, cash equivalents and restricted cash at beginning of period			1,032
Cash, cash equivalents and restricted cash at end of period	$		1,387