UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 1 0 - K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the transition period from _____________________ to ____________________
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 of (I.R.S. Employer
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 Common 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 and 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 voting stock held by non-affiliates of the
registrant was $1,154,884,075 as of May 12, 1997.
The number of shares outstanding of the Company's Common Stock at May 12, 1997
was 55,064,216.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 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 1997 Annual Meeting of Stockholders are
incorporated by reference into Part III hereof.
McDERMOTT INTERNATIONAL, INC.
INDEX TO FINANCIAL STATEMENT SCHEDULES AND EXHIBITS
Page
----
Report of Independent Auditors 2
Financial Statement Schedule Covered by Report of Independent Auditors:
I Condensed Financial Information of Registrant 3
Signature of Registrant 9
Exhibit Index
- -------------
3.2 McDermott International, Inc.'s amended and restated By-Laws.
23 Consent of Independent Auditors
99 (1) McDermott-ETPM West, Inc. Combined Financial Statements for the
Years Ended March 31, 1997, 1996 and 1995
(2) Supplementary Financial Information on Panamanian Securities
Regulations
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.
1
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
McDermott International, Inc.
We have audited the consolidated financial statements of McDermott
International, Inc. as of March 31, 1997 and 1996, and for each of the three
years in the period ended March 31, 1997, and have issued our report thereon
dated July 10, 1997. Our audits also included the financial statement schedule
listed in the Index to Financial Statement Schedules and Exhibits in this Form
10-K/A-1. This schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.
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
July 10, 1997
2
Schedule I
McDERMOTT INTERNATIONAL, INC.
(PARENT COMPANY ONLY)
BALANCE SHEET
MARCH 31, 1997 AND 1996
ASSETS 1997 1996
- ------- -------- --------
(In thousands)
Current Assets:
Cash and cash equivalents $ 43 $ 115
Accounts receivable - trade 337 1,339
Accounts receivable - other 1,164 875
Accounts receivable from subsidiaries 179,399 322,375
Other current assets 3,228 56
---------- ----------
Total Current Assets 184,171 324,760
---------- ----------
Investments in Subsidiaries and
Other Investees, at Equity 1,102,496 1,244,868
---------- ----------
Property, Plant and Equipment, at Cost:
Buildings 3,328 3,420
Machinery and equipment 6,834 10,241
Property under construction - 4
---------- ----------
10,162 13,665
Less accumulated depreciation 10,116 13,288
---------- ----------
Net Property, Plant and Equipment 46 377
---------- ----------
Notes Receivable from Subsidiaries and
Other Investees - 231,000
---------- ----------
Other Assets 39,634 30,766
---------- ----------
TOTAL $1,326,347 $1,831,771
========== ==========
See accompanying notes to condensed financial information.
3
Schedule I
LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------
1997 1996
-------- ----------
(In thousands)
Current Liabilities:
Current maturities of long-term debt $ 22,600 $ 20,500
Accounts payable 1,500 1,305
Accounts payable to subsidiaries 813,804 1,010,558
Accrued liabilities - other 24,486 22,849
Income taxes 2,362 18
---------- ----------
Total Current Liabilities 864,752 1,055,230
---------- ----------
Long-Term Debt 12,200 34,800
---------- ----------
Notes Payable to Subsidiaries - 45,455
---------- ----------
Other Liabilities 12,394 11,766
---------- ----------
Contingencies
Stockholders' Equity:
Preferred stock 2,875 2,875
Common stock 54,937 54,436
Capital in excess of par value 962,445 949,022
Deficit (538,163) (290,968)
Minimum pension liability (2,148) (1,428)
Net unrealized loss on investments (4,132) (1,875)
Currency translation adjustments (38,813) (27,542)
---------- ----------
Total Stockholders' Equity 437,001 684,520
---------- ----------
TOTAL $1,326,347 $1,831,771
========== ==========
4
Schedule I
McDERMOTT INTERNATIONAL, INC.
(PARENT COMPANY ONLY)
STATEMENT OF INCOME (LOSS)
FOR THE THREE FISCAL YEARS ENDED MARCH 31, 1997
1997 1996 1995
------- ------ -------
(In thousands)
Revenues $ - $ 840 $41,855
Costs and Expenses:
Cost of operations (excluding depreciation
and amortization) 16,072 2 34,135
Depreciation and amortization 761 3,067 4,698
Selling, general and administrative expenses 3,284 2,949 8,623
--------- -------- ---------
20,117 6,018 47,456
--------- -------- ---------
Gain (Loss) on Asset Disposals-net (24) - 8,332
--------- -------- ---------
Operating Income (Loss) before Equity in
Income (Loss) of Investees (20,141) (5,178) 2,731
Equity in Income (Loss) of Subsidiaries
and Other Investees (190,569) 16,314 877
--------- -------- ---------
Operating Income (Loss) (210,710) 11,136 3,608
--------- -------- ---------
Other Income (Expense):
Interest income 6,729 21,913 25,047
Interest expense (5,225) (12,801) (13,916)
Other - net 1,871 377 706
--------- -------- ---------
3,375 9,489 11,837
--------- -------- ---------
Income (Loss) before Provision for
(Benefit from) Income Taxes and
Cumulative Effect of Accounting Change (207,335) 20,625 15,445
Provision for (Benefit from) Income Taxes (1,230) - 4,569
--------- -------- ---------
Income (Loss) before Cumulative Effect of
Accounting Change (206,105) 20,625 10,876
Cumulative Effect of Accounting Change - - (1,765)
--------- -------- ---------
Net Income (Loss) $(206,105) $20,625 $9,111
========= ======== =========
See accompanying notes to condensed financial information.
5
McDERMOTT INTERNATIONAL, INC. (PARENT COMPANY ONLY)
STATEMENT OF CASH FLOWS
FOR THE THREE FISCAL YEARS ENDED MARCH 31, 1997
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
1997 1996 1995
---- ---- ----
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (206,105) $20,625 $9,111
---------- ------- -------
Adjustments to reconcile net income (loss) to
net cash provided by operating
activities:
Depreciation and amortization 761 3,067 4,698
Equity in income or loss of subsidiaries
and other investees, less dividends 207,769 4,936 10,922
(Gain) loss on asset disposals-net 24 - (8,332)
Benefit from deferred taxes (1,230) - (627)
Cumulative effect of accounting changes - - 1,765
Other 7,385 8,349 5,284
Changes in assets and liabilities:
Accounts and notes receivable 153,023 300,318 96,338
Accounts payable (196,099) (249,706) 67,603
Income taxes (4,212) (195) (28,992)
Other, net (6,897) (5,953) (41,253)
---------- ------- -------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES (45,581) 81,441 116,517
---------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from asset disposals 6 - 8,334
Purchases of property, plant and equipment 2 - (562)
Investments in subsidiaries (68,162) (100) (200)
(Increase) decrease in loans to subsidiaries 231,000 - (16,600)
---------- ------- -------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES 162,846 (100) (9,028)
---------- ------- -------
6
CONTINUED
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
1997 1996 1995
--------- -------------- ---------
(In thousands)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of long-term debt $(20,500) $(18,500) $(16,600)
Decrease in short-term borrowing - - (19,370)
Issuance of common stock 565 1,802 3,194
Decrease in loans from subsidiaries (45,455) (2,329) (14,928)
Dividends paid (51,947) (62,411) (61,827)
Other - - (159)
--------- -------- ---------
NET CASH USED IN FINANCING ACTIVITIES (117,337) (81,438) (109,690)
--------- -------- ---------
NET DECREASE IN CASH AND CASH
EQUIVALENTS (72) (97) (2,201)
--------- -------- ---------
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 115 212 2,413
--------- -------- ---------
CASH AND CASH EQUIVALENTS AT END
OF YEAR $ 43 $115 $212
========= ======== =========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the period for:
Interest, including intercompany
interest (net of amount
capitalized) $ 5,778 $13,267 $14,186
Income taxes, net of refunds $ - $ 199 $ 252
========= ======= ========
See accompanying notes to condensed financial information.
7
McDERMOTT INTERNATIONAL, INC.
(PARENT COMPANY ONLY)
NOTES TO CONDENSED FINANCIAL INFORMATION
FOR THE THREE FISCAL YEARS ENDED MARCH 31, 1997
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.
NOTE 2 - LONG-TERM DEBT
Long-term debt consists of: 1997 1996
------- -------
(In thousands)
10.375% Note payable due 1998 (Secured) $34,800 $55,300
Less: Amounts due within one year 22,600 20,500
------- -------
$12,200 $34,800
======= =======
Maturities of long-term debt subsequent to March 31, 1997 are as follows: 1998
- - $22,600,000; 1999 - $12,200,000.
NOTE 3 - CONTINGENCIES
McDermott International, Inc. is contingently liable under standby letters of
credit totaling $154,187,000 at March 31, 1997 issued in the normal course of
business.
McDermott International, Inc. has guaranteed the indebtedness of certain of its
subsidiaries and other investees. At March 31, 1997, these guarantees included
$17,501,000 of loans to and $725,000 of standby letters of credit issued by
certain subsidiaries and other investees.
NOTE 4 - DIVIDENDS RECEIVED
McDermott International, Inc. received dividends from its consolidated
subsidiaries of $17,200,000, $21,250,000, and $11,799,000 for the years ended
March 31, 1997, March 31, 1996 and March 31, 1995, respectively.
8
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 INTERNATONAL, INC.
----------------------------
(REGISTRANT)
By: /s/Daniel R. Gaubert
--------------------
Daniel R. Gaubert
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
July 24, 1997
9
EXHIBIT INDEX
Exhibit
Number
-------
23 Consent of Independent Auditors
99 (1) McDermott-ETPM West, Inc. Combined Financial Statements for the
Years Ended March 31, 1997, 1996 and 1995
(2) Supplementary Financial Information on Panamanian Securities
Regulations
10