Indenture
On
The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of
The net proceeds from the sale of the Notes were approximately
The Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by substantially all of the Company’s wholly-owned
The Notes accrue interest at a rate of 6.500% per annum, payable semi-annually in arrears on
The Company may redeem all or a part of the Notes at any time prior to
The Company is obligated to offer to repurchase the Notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, upon the occurrence of certain change of control triggering events, subject to certain qualifications and exceptions. In addition, if the Spin-off is not consummated on or prior to
The Indenture contains customary covenants that, among other things, limit the Company’s and its restricted subsidiaries’ ability to incur additional indebtedness and guarantee indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, transfer or sell assets, make loans and investments, incur liens, enter into agreements that restrict dividends or other payments from non-guarantor restricted subsidiaries, consolidate, merge or sell all or substantially all assets, prepay or redeem or repurchase certain debt, issue certain preferred stock, make certain acquisitions and investments, engage in transactions with affiliates and create unrestricted subsidiaries. The foregoing covenants are subject to certain qualifications and exceptions, including the termination of certain of these covenants upon the Notes receiving investment grade credit ratings.
The Indenture contains customary events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding Notes to accelerate the amounts due under the Notes.
Copies of the Indenture and the form of the Notes are attached to the Form 8-K as exhibits 4.1 and 4.2, respectively. The foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by the complete text of each of such documents.
Certain Information Excerpted from the TechnipFMC’s Offering Memorandum and Disclosed Pursuant to Regulation FD
Summary unaudited pro forma financial and other data
The following summary unaudited pro forma consolidated financial data consists of summary unaudited pro forma condensed consolidated statements of income (loss) for the years ended
The summary unaudited pro forma condensed consolidated statements of income (loss) data for the twelve months ended
The following summary unaudited pro forma condensed consolidated financial data is subject to assumptions and adjustments described more fully in “Unaudited pro forma condensed consolidated financial information.” The unaudited pro forma condensed consolidated financial information have been prepared based upon available information and management estimates; actual amounts may differ from these estimated amounts. Management believes these assumptions and adjustments are reasonable under the circumstances, given the information available at this time. Any of the factors underlying these estimates and assumptions may change or prove to be materially different. The unaudited pro forma condensed consolidated financial information is not intended to represent or be indicative of the financial condition or results of operations that might have occurred had the Transactions occurred as of the dates stated below, and further should not be taken as representative of future financial condition or results of operations.
The unaudited pro forma condensed consolidated financial data includes adjustments to reflect the following:
- the deconsolidation of Technip Energies’ assets and liabilities at their carrying amounts, the elimination of revenues and direct expenses associated with Technip Energies, and to record the equity method investment associated with the Issuer’s retained 49.9% ownership in
Technip Energies N.V. , measured at the historical carrying value which management believes approximates fair value; - cash received from BPI for its investment in
Technip Energies N.V. , assuming that theBPI Investment is purchased at the midpoint of the 11.82% floor and 17.25% cap, which will reduce the Issuer’s ownership of 49.9% noted above; - the settlement of the outstanding intercompany accounts receivables (payables) pursuant to the SDA;
- the retirement of certain debt of
TechnipFMC , issuance of the Notes, entry into the New Senior Secured Revolving Credit Facility and the payment of estimated debt issuance and other financing costs; and - the tax effects of the pro forma adjustments at the applicable statutory income tax rates.
The summary unaudited pro forma condensed consolidated financial data below should be read in conjunction with “Unaudited pro forma condensed consolidated financial information” and “Management’s discussion and analysis of financial condition and results of operations of pro forma condensed consolidated financial information” included elsewhere in this Offering Memorandum, as well as “Management’s discussion and analysis of financial condition and results of operations” and “Selected financial data” and the consolidated financial statements and corresponding notes incorporated herein by reference, which have been prepared in accordance with GAAP.
|
Pro forma |
||||||||||||||||||
|
Fiscal year ended |
Nine months ended |
Twelve months ended |
||||||||||||||||
|
2019 |
2018 |
2017 |
2020 |
2019 |
||||||||||||||
|
(Dollars in millions, unaudited) |
||||||||||||||||||
Results of operations data: |
|
|
|
|
|
|
|||||||||||||
Revenue: |
|
|
|
|
|
|
|||||||||||||
Service revenue |
$ |
3,330.8 |
|
$ |
2,776.4 |
|
$ |
3,312.4 |
|
$ |
2,407.1 |
|
$ |
2,427.9 |
|
$ |
3,310.0 |
|
|
Product revenue |
|
3,352.9 |
|
|
3,272.6 |
|
|
3,416.4 |
|
|
2,416.9 |
|
|
2,471.9 |
|
|
3,297.9 |
|
|
Lease revenue |
|
266.5 |
|
|
222.7 |
|
|
194.6 |
|
|
105.7 |
|
|
200.9 |
|
|
171.3 |
|
|
Total revenue |
|
6,950.2 |
|
|
6,271.7 |
|
|
6,923.4 |
|
|
4,929.7 |
|
|
5,100.7 |
|
|
6,779.2 |
|
|
|
|
|
|
|
|
|
|||||||||||||
Costs and expenses: |
|
|
|
|
|
|
|||||||||||||
Cost of service revenue |
|
2,695.8 |
|
|
2,259.7 |
|
|
2,420.3 |
|
|
2,302.6 |
|
|
1,987.1 |
|
|
3,011.3 |
|
|
Cost of product revenue |
|
3,015.6 |
|
|
2,676.9 |
|
|
2,954.3 |
|
|
1,970.0 |
|
|
2,237.2 |
|
|
2,748.4 |
|
|
Cost of lease and other revenue |
|
167.9 |
|
|
143.4 |
|
|
137.2 |
|
|
90.3 |
|
|
126.2 |
|
|
132.0 |
|
|
Selling, general and administrative |
|
822.0 |
|
|
739.8 |
|
|
732.6 |
|
|
528.2 |
|
|
610.3 |
|
|
739.9 |
|
|
Research and development expense |
|
115.9 |
|
|
157.6 |
|
|
177.0 |
|
|
72.0 |
|
|
102.1 |
|
|
85.8 |
|
|
Impairment, restructuring and other expense |
|
2,460.8 |
|
|
1,821.6 |
|
|
135.1 |
|
|
3,356.2 |
|
|
143.9 |
|
|
5,673.1 |
|
|
Merger transaction and integration costs |
|
14.2 |
|
|
18.4 |
|
|
48.4 |
|
|
— |
|
|
16.0 |
|
|
(1.8 |
) |
|
Total costs and expenses |
|
9,292.2 |
|
|
7,817.4 |
|
|
6,604.9 |
|
|
8,319.3 |
|
|
5,222.8 |
|
|
12,388.7 |
|
|
Other (expense) income, net |
|
(181.7 |
) |
|
(48.3 |
) |
|
(19.0 |
) |
|
2.1 |
|
|
(116.6 |
) |
|
(63.0 |
) |
|
Income from equity affiliates |
|
59.7 |
|
|
80.1 |
|
|
55.3 |
|
|
50.1 |
|
|
49.1 |
|
|
60.7 |
|
|
(Loss) income before financial expense, net and income taxes |
|
(2,464.0 |
) |
|
(1,513.9 |
) |
|
354.8 |
|
|
(3,337.4 |
) |
|
(189.6 |
) |
|
(5,611.8 |
) |
|
Net interest expense |
|
(96.5 |
) |
|
(113.0 |
) |
|
(113.2 |
) |
|
(124.5 |
) |
|
(73.2 |
) |
|
(147.8 |
) |
|
(Loss) income before income taxes |
|
(2,560.5 |
) |
|
(1,626.9 |
) |
|
241.6 |
|
|
(3,461.9 |
) |
|
(262.8 |
) |
|
(5,759.6 |
) |
|
Provision for income taxes |
|
68.3 |
|
|
203.6 |
|
|
299.3 |
|
|
(18.6 |
) |
|
29.4 |
|
|
20.3 |
|
|
Net loss |
|
(2,628.8 |
) |
|
(1,830.5 |
) |
|
(57.7 |
) |
|
(3,443.3 |
) |
|
(292.2 |
) |
|
(5,779.9 |
) |
|
Net loss (profit) attributable to noncontrolling interests |
|
4.6 |
|
|
(11.0 |
) |
|
(21.2 |
) |
|
(14.8 |
) |
|
(18.7 |
) |
|
8.5 |
|
|
Net loss attributable to |
$ |
(2,624.2 |
) |
$ |
(1,841.5 |
) |
$ |
(78.9 |
) |
$ |
(3,458.1 |
) |
$ |
(310.9 |
) |
$ |
(5,771.4 |
) |
|
|
|
|
|
|
|
|
|||||||||||||
Balance sheet data (at period end): |
|
|
|
|
|
|
|||||||||||||
Cash and cash equivalents |
|
|
|
$ |
597.0 |
|
|
$ |
597.0 |
|
|||||||||
Total assets |
|
|
|
$ |
10,822.2 |
|
|
$ |
10,822.2 |
|
|||||||||
Total debt (including current portion) |
|
|
|
$ |
2,307.3 |
|
|
$ |
2,307.3 |
|
|||||||||
|
|
|
|
$ |
4,152.5 |
|
|
$ |
4,152.5 |
|
|||||||||
|
|
|
|
|
|
|
|||||||||||||
Other segment financial data: |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||||
|
$ |
5,419.5 |
|
$ |
4,762.8 |
|
$ |
5,719.1 |
|
$ |
4,133.4 |
|
$ |
3,955.5 |
|
$ |
5,597.4 |
|
|
|
$ |
287.7 |
|
$ |
223.2 |
|
$ |
179.1 |
|
$ |
195.5 |
|
$ |
242.6 |
|
$ |
240.6 |
|
|
|
$ |
655.1 |
|
$ |
689.1 |
|
$ |
1,120.8 |
|
$ |
350.4 |
|
$ |
461.3 |
|
$ |
544.2 |
|
|
Surface Technologies |
|
|
|
|
|
|
|||||||||||||
Surface Technologies revenue |
$ |
1,530.7 |
|
$ |
1,508.9 |
|
$ |
1,204.3 |
|
$ |
796.3 |
|
$ |
1,145.2 |
|
$ |
1,181.8 |
|
|
Surface Technologies capital expenditures |
$ |
96.6 |
|
$ |
111.9 |
|
$ |
35.4 |
|
$ |
28.0 |
|
$ |
84.5 |
|
$ |
40.1 |
|
|
Surface Technologies pro forma Adjusted EBITDA(1) |
$ |
170.5 |
|
$ |
250.7 |
|
$ |
213.1 |
|
$ |
50.1 |
|
$ |
109.8 |
|
$ |
110.8 |
|
|
|
|
|
|
|
|
|
|||||||||||||
Other operating data: |
|
|
|
|
|
|
|||||||||||||
Total inbound orders(2) |
$ |
9,612.5 |
|
$ |
6,865.1 |
|
$ |
6,383.4 |
|
$ |
4,051.8 |
|
$ |
8,008.6 |
|
$ |
5,655.7 |
|
|
|
$ |
7,992.6 |
|
$ |
5,178.5 |
|
$ |
5,143.6 |
|
$ |
3,290.9 |
|
$ |
6,820.3 |
|
$ |
4,463.2 |
|
|
Surface Technologies inbound orders(2) |
$ |
1,619.9 |
|
$ |
1,686.6 |
|
$ |
1,239.8 |
|
$ |
760.9 |
|
$ |
1,188.3 |
|
$ |
1,192.5 |
|
|
Total order backlog(3) |
$ |
8,953.0 |
|
$ |
6,469.5 |
|
$ |
6,613.7 |
|
$ |
7,586.9 |
|
$ |
9,084.5 |
|
$ |
7,586.9 |
|
|
|
$ |
8,479.8 |
|
$ |
5,999.6 |
|
$ |
6,203.9 |
|
$ |
7,218.0 |
|
$ |
8,655.8 |
|
$ |
7,218.0 |
|
|
Surface Technologies order backlog(3) |
$ |
473.2 |
|
$ |
469.9 |
|
$ |
409.8 |
|
$ |
368.9 |
|
$ |
428.7 |
|
$ |
368.9 |
|
|
Non-consolidated order backlog(4) |
$ |
799.2 |
|
$ |
974.0 |
|
|
$ |
674.0 |
|
$ |
842.1 |
|
$ |
674.0 |
|
|||
|
|
|
|
|
|
|
|||||||||||||
Other financial data: |
|
|
|
|
|
|
|||||||||||||
Pro forma Adjusted EBITDA(1) |
$ |
566.5 |
|
$ |
852.7 |
|
$ |
1,192 |
|
$ |
327.7 |
|
$ |
373.2 |
|
$ |
521.0 |
|
|
Total net debt (at period end)(5) |
|
|
|
|
|
$ |
1,710.3 |
|
|||||||||||
Ratio of total debt to pro forma Adjusted EBITDA(1)(6) |
|
|
|
|
|
4.4x |
|||||||||||||
Ratio of total net debt to pro forma Adjusted EBITDA(1)(5)(7) |
|
|
|
|
|
3.3x |
|||||||||||||
(1) Pro forma Adjusted EBITDA is a non-GAAP measure. Pro forma Adjusted EBITDA is defined as net income (loss) attributable to
Management believes that the exclusion of charges and credits from pro forma Adjusted EBITDA enables investors and management to more effectively evaluate TechnipFMC’s operations and consolidated results of operations period-over-period, and to identify operating trends that could otherwise be masked or misleading to both investors and management by the excluded items. This measure is also used by management as a performance measure in determining certain incentive compensation.
Pro forma Adjusted EBITDA is not a measure calculated in accordance with GAAP and should not be considered a substitute for net income or any other measure of financial performance presented in accordance with GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus their nearest GAAP equivalents. For example, although depreciation and amortization are non-cash charges, the assets being depreciated, depleted and amortized will often have to be replaced in the future, and pro forma Adjusted EBITDA does not reflect any cash requirements for such replacements. Additionally, other companies may calculate pro forma Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
The following table presents a reconciliation of pro forma net loss to pro forma Adjusted EBITDA:
|
Pro Forma |
|||||||||||||||||
|
Fiscal year ended |
Nine months ended |
Twelve months ended |
|||||||||||||||
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
2020 |
|
|
2019 |
|
|||
|
(Dollars in millions, unaudited) |
|||||||||||||||||
Net loss attributable to |
$ |
(2,624.2 |
) |
$ |
(1,841.5 |
) |
$ |
(78.9 |
) |
$ |
(3,458.1 |
) |
$ |
(310.9 |
) |
$ |
(5,771.4 |
) |
Net income (loss) attributable to noncontrolling interests |
|
(4.6 |
) |
|
11.0 |
|
|
21.2 |
|
|
14.8 |
|
|
18.7 |
|
|
(8.5 |
) |
Provision for income taxes |
|
68.3 |
|
|
203.6 |
|
|
299.3 |
|
|
(18.6 |
) |
|
29.4 |
|
|
20.3 |
|
Net interest expense |
|
96.5 |
|
|
113.0 |
|
|
113.2 |
|
|
124.5 |
|
|
73.2 |
|
|
147.8 |
|
Depreciation and amortization(a) |
|
436.9 |
|
|
421 |
|
|
423.2 |
|
|
300.4 |
|
|
322.8 |
|
|
414.5 |
|
|
|
|
|
|
|
|
||||||||||||
Charges and (credits): |
|
|
|
|
|
|
||||||||||||
Impairment and other charges(b) |
|
2,484.1 |
|
|
1,792.6 |
|
|
27.5 |
|
|
3,247.3 |
|
|
127.5 |
|
|
5,603.9 |
|
Restructuring and other severance charges |
|
6.7 |
|
|
29.0 |
|
|
107.6 |
|
|
51.1 |
|
|
16.4 |
|
|
41.4 |
|
Business combination transaction and integration costs(c) |
|
14.2 |
|
|
18.4 |
|
|
48.4 |
|
|
- |
|
|
16.0 |
|
|
(1.8 |
) |
Direct COVID-19 expenses(d) |
|
- |
|
|
- |
|
|
- |
|
|
57.8 |
|
|
- |
|
|
57.8 |
|
Legal provision |
|
54.6 |
|
|
20.1 |
|
|
- |
|
|
- |
|
|
54.6 |
|
|
- |
|
Gain on divestitures |
|
- |
|
|
(3.3 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Change in accounting estimate |
|
- |
|
|
- |
|
|
21.9 |
|
|
- |
|
|
- |
|
|
- |
|
Purchase price accounting adjustments(e) |
|
34.0 |
|
|
88.8 |
|
|
208.6 |
|
|
8.5 |
|
|
25.5 |
|
|
17.0 |
|
Adjusted EBITDA |
$ |
566.5 |
|
$ |
852.7 |
|
$ |
1,192.0 |
|
$ |
327.7 |
|
$ |
373.2 |
|
$ |
521.0 |
|
The following table presents a reconciliation of pro forma operating profit (loss) by segment to pro forma Adjusted EBITDA by segment:
|
Pro Forma |
|||||||||||||||||||||||
|
Fiscal year ended |
Fiscal year ended |
Fiscal year ended |
Nine months ended |
Nine months ended |
Twelve months 30, 2020 |
||||||||||||||||||
|
2019 |
2018 |
2017 |
2020 |
2019 |
|||||||||||||||||||
|
|
Surface |
|
Surface |
|
Surface |
|
Surface |
|
Surface |
|
Surface |
||||||||||||
|
(Dollars in millions, unaudited) |
|||||||||||||||||||||||
Operating (loss) profit (pre-tax) |
$ |
(1,442.7) |
$ |
(662.7) |
$ |
(1,540.6) |
$ |
163.2 |
$ |
461.5 |
$ |
76.9 |
$ |
(2,806.0) |
$ |
(444.4) |
$ |
61.2 |
$ |
30.7 |
$ |
(4,309.9) |
$ |
(1,137.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges and (credits): |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impairment and other charges(b) |
$ |
1,798.6 |
$ |
685.5 |
$ |
1,784.2 |
$ |
4.5 |
$ |
11.3 |
$ |
10.2 |
$ |
2,826.6 |
$ |
418.1 |
$ |
126.9 |
$ |
0.6 |
|
4,498.3 |
|
1,103.0 |
Restructuring and other charges(b) |
|
(46.4) |
|
39.8 |
|
17.7 |
|
9.3 |
|
88.5 |
|
9.1 |
|
36.1 |
|
14.0 |
|
11.1 |
|
2.8 |
|
(21.4) |
|
51.0 |
Direct COVID-19 expenses(d) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
50.1 |
|
7.7 |
|
- |
|
- |
|
50.1 |
|
7.7 |
Gain on divestitures |
|
- |
|
- |
|
(3.3) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Change in accounting estimate |
|
- |
|
- |
|
- |
|
- |
|
11.8 |
|
10.1 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Purchase price accounting adjustments(e) |
|
34.0 |
|
- |
|
81.9 |
|
7.1 |
|
179.7 |
|
55.7 |
|
8.5 |
|
- |
|
25.5 |
|
- |
|
17.0 |
|
- |
Subtotal |
$ |
1,786.2 |
$ |
725.3 |
$ |
1,880.5 |
$ |
20.9 |
$ |
291.3 |
$ |
85.1 |
$ |
2,921.3 |
$ |
439.8 |
$ |
163.5 |
$ |
3.4 |
$ |
4,544.0 |
$ |
1,161.7 |
Adjusted depreciation and amortization(f) |
$ |
311.6 |
$ |
107.9 |
$ |
349.2 |
$ |
66.6 |
$ |
368.0 |
$ |
51.1 |
$ |
235.1 |
$ |
54.7 |
$ |
236.6 |
$ |
75.7 |
|
310.1 |
|
86.9 |
Adjusted EBITDA |
$ |
655.1 |
$ |
170.5 |
$ |
689.1 |
$ |
250.7 |
$ |
1,120.8 |
$ |
213.1 |
$ |
350.4 |
$ |
50.1 |
$ |
461.3 |
$ |
109.8 |
$ |
544.2 |
$ |
110.8 |
(a) Consolidated depreciation and amortization expense includes expense related to property, plant and equipment, which are not associated with either the Subsea Services or Surface Technologies segments.
(b) Impairment, restructuring and other charges include goodwill impairment, long-lived assets impairment and restructuring and severance expenses.
(c) Represents merger transaction and integration costs relating to the integration activities following the Merger.
(d) COVID-19 related expenses represent unplanned, one-off, incremental and non-recoverable costs incurred solely as a result of the COVID-19 pandemic situation, which would not have been incurred otherwise. COVID-19 related expenses primarily included (a) employee payroll and travel, operational disruptions associated with quarantining, personnel travel restrictions to job sites, and shutdown of manufacturing plants and sites; (b) supply chain and related expediting costs of accelerated shipments for previously ordered and undelivered products; (c) costs associated with implementing additional information technology to support remote working environments; and (d) facilities-related expenses to ensure safe working environments. COVID-19 related expenses exclude costs associated with project and/or operational inefficiencies, time delays in performance delivery, indirect costs increases and potentially reimbursable or recoverable expenses.
(e) Purchase price accounting adjustments associated with the acquired assets and liabilities during the Merger.
(f) Adjusted depreciation and amortization is adjusted for the impact of the purchase price accounting adjustments relating to the Merger.
(2) Inbound orders represent the estimated sales value of confirmed customer orders received during the reporting period.
(3) Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders at the reporting date. Backlog reflects the current expectations for the timing of project execution.
(4) Non-consolidated order backlog reflects the proportional share of backlog related to joint ventures that is not consolidated due to our minority ownership position. On a pro forma basis after giving effect to the Spin-off, the only such joint venture is our
(5) Total net debt is total debt less unrestricted cash and cash equivalents.
(6) The ratio of total debt on a pro forma basis to pro forma Adjusted EBITDA is determined by dividing total debt (including current portion) on a pro forma basis as of
(7) The ratio of total net debt on a pro forma basis to pro forma Adjusted EBITDA is determined by dividing total net debt on a pro forma basis as of
Capitalization
The following table sets forth TechnipFMC’s unaudited cash and cash equivalents and capitalization as of
This table should be read in conjunction with the sections of this Offering Memorandum titled “Summary—Summary pro forma financial data,” “Summary—Summary historical financial data,” “The Transactions,” and “Unaudited pro forma condensed consolidated financial information,” as well as
|
As of |
||||||||
|
Actual |
Adjustments |
Pro forma |
||||||
|
(Dollars in millions, unaudited) |
||||||||
|
|
|
|
||||||
Cash and cash equivalents(2) |
$ |
4,244.0 |
|
$ |
(3,647.0 |
) |
$ |
597.0 |
|
|
|
|
|
||||||
Long-term debt |
|
|
|
||||||
Existing US Revolving Credit Facility(3) |
$ |
— |
|
$ |
— |
|
$ |
— |
|
Euro Facility(4) |
|
— |
|
|
— |
|
|
— |
|
New Senior Secured Revolving Credit Facility(5) |
|
— |
|
|
— |
|
|
— |
|
Bilateral credit facility |
|
— |
|
|
— |
|
|
— |
|
Commercial paper(6) |
|
1,507.3 |
|
|
(1,507.3 |
) |
|
— |
|
Synthetic bonds due 2021(7) |
|
522.8 |
|
|
(522.8 |
) |
|
— |
|
6.500% Senior Notes due 2026 offered hereby |
|
— |
|
|
1,000.0 |
|
|
1,000.0 |
|
3.45% Senior Notes due 2022(8) |
|
500.0 |
|
|
(500.0 |
) |
|
— |
|
3.40% 2012 private placement notes due 2022(9) |
|
175.6 |
|
|
— |
|
|
175.6 |
|
3.15% 2013 private placement notes due 2023(10) |
|
152.2 |
|
|
— |
|
|
152.2 |
|
3.15% 2013 private placement notes due 2023(11) |
|
146.3 |
|
|
— |
|
|
146.3 |
|
4.50% 2020 private placement notes due 2025(12) |
|
234.2 |
|
|
— |
|
|
234.2 |
|
4.00% 2012 private placement notes due 2027(13) |
|
87.8 |
|
|
— |
|
|
87.8 |
|
4.00% 2012 private placement notes due 2032(14) |
|
117.1 |
|
|
— |
|
|
117.1 |
|
3.75% 2013 private placement notes due 2033(15) |
|
117.1 |
|
|
— |
|
|
117.1 |
|
Bank borrowings and other(16) |
|
314.3 |
|
|
(2.7 |
) |
|
311.6 |
|
Unamortized issuing fees |
|
(14.5 |
) |
|
(20.1 |
) |
|
(34.6 |
) |
Total debt |
|
3,860.2 |
|
|
(1,552.9 |
) |
|
2,307.3 |
|
Total |
$ |
4,189.1 |
|
$ |
(36.6 |
) |
$ |
4,152.5 |
|
Non-controlling interests |
|
44.6 |
|
|
(14.2 |
) |
|
30.4 |
|
Total stockholders’ equity |
$ |
4,233.7 |
|
$ |
(50.8 |
) |
$ |
4,182.9 |
|
Total capitalization |
$ |
8,093.9 |
|
$ |
(1,603.7 |
) |
$ |
6,490.2 |
|
(1) All indebtedness denominated in currencies other than
(2) In connection with the Spin-off, certain cash and cash equivalents of WholeCo will be allocated between RemainCo and
(3) The Existing US Revolving Credit Facility will be terminated upon completion of the Spin-off.
(4) The Euro Facility will be terminated upon completion of the Spin-off.
(5) On a pro forma basis for the Transactions, we expect the New Senior Secured Revolving Credit Facility to be undrawn. The New Senior Secured Revolving Credit Facility will provide for aggregate revolving commitments of up to
(6) Includes borrowings under the Bank of England’s COVID Corporate Financing Facility (the “CCFF Program”) and the existing commercial paper programs. As of
(7) The Synthetic bonds due 2021 will mature on
(8) The 3.45% Senior Notes due 2022 will be redeemed on or about the time the Spin-off is consummated with a portion of the net proceeds from the Notes offered hereby.
(9) Reflects €150.0 million aggregate principal amount outstanding.
(10) Reflects €130.0 million aggregate principal amount outstanding.
(11) Reflects €125.0 million aggregate principal amount outstanding.
(12) Reflects €200.0 million aggregate principal amount outstanding. If within three months of the effective date of the Spin-off there occurs a downgrade by a nationally recognized rating agency of the corporate rating of the Company to a non-investment grade rating or a withdrawal of such rating, the interest rate applicable to the 4.50% notes due 2025 will be increased to 5.75%.
(13) Reflects €75.0 million aggregate principal amount outstanding.
(14) Reflects €100.0 million aggregate principal amount outstanding.
(15) Reflects €100.0 million aggregate principal amount outstanding.
(16) Consists of a
Unaudited pro forma condensed consolidated financial information
The following unaudited pro forma consolidated financial information consists of unaudited pro forma condensed consolidated statements of income (loss) for the years ended
The following unaudited pro forma condensed consolidated financial information is subject to assumptions and adjustments described below and in the accompanying notes. The unaudited pro forma condensed consolidated financial information have been prepared based upon available information and management estimates; actual amounts may differ from these estimated amounts. Management believes these assumptions and adjustments are reasonable under the circumstances, given the information available at this time. The unaudited pro forma condensed consolidated financial information is not intended to represent or be indicative of the financial condition or results of operations that might have occurred had the Transactions occurred as of the dates stated below, and further should not be taken as representative of future financial condition or results of operations.
The unaudited pro forma condensed consolidated balance sheet is presented as if the Transactions were completed as of
The unaudited pro forma condensed consolidated financial information includes adjustments to reflect the following:
- the deconsolidation of Technip Energies’ assets and liabilities at their carrying amounts, the elimination of revenues and direct expenses associated with Technip Energies, and to record the equity method investment associated with the Issuer’s retained 49.9% ownership in
Technip Energies N.V. , measured at the historical carrying value which management believes approximates fair value; - cash received from BPI, for its investment in
Technip Energies N.V. , which will reduce the Issuer’s ownership of 49.9% noted above. Please refer to the notes to the unaudited condensed consolidated financial information for further details; - the settlement of the outstanding intercompany accounts receivables (payables) pursuant to the SDA;
- the retirement of certain debt of
TechnipFMC , issuance of the Notes, entry into the New Senior Secured Revolving Credit Facility and the payment of estimated debt issuance and other financing costs; and - the tax effects of the pro forma adjustments at the applicable statutory income tax rates.
Neither the assumptions underlying the preparation of the unaudited pro forma consolidated financial information nor the resulting unaudited pro forma consolidated financial information have been audited or reviewed in accordance with any generally accepted auditing standards.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of
(in millions)
|
Historical |
Technip Energies |
Pro Forma Spin-Off Accounting Adjustments |
Notes |
Pro Forma Financing Accounting Adjustments |
Notes |
|
|||||||||
Assets |
|
(a) |
|
|
|
|
|
|||||||||
Cash and cash equivalents |
$ |
4,244.0 |
|
$ |
(3,650.4 |
) |
$ |
1,184.8 |
(b) |
$ |
(1,181.4 |
) |
(c) |
$ |
597.0 |
|
Trade receivables, net |
|
2,127.8 |
|
|
(995.7 |
) |
|
– |
|
|
– |
|
|
|
1,132.1 |
|
Contract assets, net |
|
1,470.0 |
|
|
(420.4 |
) |
|
– |
|
|
– |
|
|
|
1,049.6 |
|
Inventories, net |
|
1,339.1 |
|
|
(12.6 |
) |
|
– |
|
|
– |
|
|
|
1,326.5 |
|
Derivative financial instrument |
|
310.7 |
|
|
(12.5 |
) |
|
– |
|
|
– |
|
|
|
298.2 |
|
Income taxes receivable |
|
285.4 |
|
|
(93.3 |
) |
|
– |
|
|
– |
|
|
|
192.1 |
|
Advances paid to suppliers |
|
219.2 |
|
|
(119.2 |
) |
|
– |
|
|
– |
|
|
|
100.0 |
|
Other current assets |
|
1,037.9 |
|
|
(415.9 |
) |
|
204.1 |
(d) |
|
|
|
826.1 |
|
||
Total current assets |
|
11,034.1 |
|
|
(5,720.0 |
) |
|
1,388.9 |
|
|
(1,181.4 |
) |
|
|
5,521.6 |
|
Investments in equity affiliates |
|
351.2 |
|
|
(56.3 |
) |
|
– |
|
|
– |
|
|
|
294.9 |
|
Property, plant and equipment, net |
|
2,806.4 |
|
|
(116.8 |
) |
|
– |
|
|
– |
|
|
|
2,689.6 |
|
Operating lease right-of-use assets |
|
742.1 |
|
|
(240.3 |
) |
|
– |
|
|
– |
|
|
|
501.8 |
|
|
|
2,488.7 |
|
|
(2,488.7 |
) |
|
– |
|
|
– |
|
|
|
– |
|
Intangible assets, net |
|
1,002.3 |
|
|
(122.9 |
) |
|
– |
|
|
– |
|
|
|
879.4 |
|
Deferred income taxes |
|
228.1 |
|
|
(178.2 |
) |
|
– |
|
|
– |
|
|
|
49.9 |
|
Derivative financial instruments |
|
22.9 |
|
|
(2.2 |
) |
|
– |
|
|
– |
|
|
|
20.7 |
|
Investment in Technip Energies |
|
– |
|
|
– |
|
|
678.4 |
(e) |
|
– |
|
|
|
678.4 |
|
Other assets |
|
235.4 |
|
|
(49.5 |
) |
|
– |
|
|
– |
|
|
|
185.9 |
|
Total assets |
$ |
18,911.2 |
|
$ |
(8,974.9 |
) |
$ |
2,067.3 |
|
$ |
(1,181.4 |
) |
|
$ |
10,822.2 |
|
Liabilities and equity |
|
|
|
|
|
|
|
|||||||||
Short-term debt and current portion of long-term debt |
$ |
612.2 |
|
$ |
(2.7 |
) |
$ |
– |
|
$ |
(522.8 |
) |
(f) |
$ |
86.7 |
|
Operating lease liabilities |
|
206.1 |
|
|
(50.0 |
) |
|
– |
|
|
– |
|
|
|
156.1 |
|
Accounts payable, trade |
|
2,498.4 |
|
|
(1,386.3 |
) |
|
– |
|
|
– |
|
|
|
1,112.1 |
|
Contract liabilities |
|
4,643.4 |
|
|
(3,649.1 |
) |
|
– |
|
|
– |
|
|
|
994.3 |
|
Accrued payroll |
|
384.5 |
|
|
(211.3 |
) |
|
– |
|
|
– |
|
|
|
173.2 |
|
Derivative financial instruments |
|
280.2 |
|
|
(26.2 |
) |
|
– |
|
|
– |
|
|
|
254.0 |
|
Income taxes payable |
|
65.7 |
|
|
(48.6 |
) |
|
– |
|
|
– |
|
|
|
17.1 |
|
Other current liabilities |
|
1,326.7 |
|
|
(612.8 |
) |
|
131.9 |
(d) |
|
– |
|
|
|
845.8 |
|
Total current liabilities |
|
10,017.2 |
|
|
(5,987.0 |
) |
|
131.9 |
|
|
(522.8 |
) |
|
|
3,639.3 |
|
Long-term debt, less current portion |
|
3,248.0 |
|
|
(416.8 |
) |
|
– |
|
|
(610.6 |
) |
(f) |
|
2,220.6 |
|
Operating lease liabilities, less current portion |
|
626.2 |
|
|
(251.5 |
) |
|
– |
|
|
– |
|
|
|
374.7 |
|
Deferred income taxes |
|
78.5 |
|
|
(30.7 |
) |
|
– |
|
|
– |
|
|
|
47.8 |
|
Accrued pension and other post-retirement benefits, less current portion |
|
320.4 |
|
|
(164.1 |
) |
|
– |
|
|
– |
|
|
|
156.3 |
|
Derivative financial instruments |
|
35.7 |
|
|
(6.1 |
) |
|
– |
|
|
– |
|
|
|
29.6 |
|
Other liabilities |
|
309.4 |
|
|
(180.5 |
) |
|
– |
|
|
– |
|
|
|
128.9 |
|
Total liabilities |
|
14,635.4 |
|
|
(7,036.7 |
) |
|
131.9 |
|
|
(1,133.4 |
) |
|
|
6,597.2 |
|
Commitments and contingent liabilities |
|
|
|
|
|
|
|
|||||||||
Mezzanine equity |
|
|
|
|
|
|
|
|||||||||
Redeemable non-controlling interest |
|
42.1 |
|
|
– |
|
|
– |
|
|
– |
|
|
|
42.1 |
|
Stockholders’ equity |
|
|
|
|
|
|
|
|||||||||
Ordinary shares, |
|
449.4 |
|
|
– |
|
|
– |
|
|
– |
|
|
|
449.4 |
|
Capital in excess of par value of ordinary shares |
|
10,227.8 |
|
|
– |
|
|
– |
|
|
– |
|
|
|
10,227.8 |
|
Accumulated deficit/ Parent Company investment in Technip Energies |
|
(4,879.0 |
) |
|
(2,032.1 |
) |
|
1,935.4 |
(g) |
|
(48.0 |
) |
(h) |
|
(5,023.7 |
) |
Accumulated other comprehensive loss |
|
(1,609.1 |
) |
|
108.1 |
|
|
– |
|
|
– |
|
|
|
(1,501.0 |
) |
|
|
4,189.1 |
|
|
(1,924.0 |
) |
|
1,935.4 |
|
|
(48.0 |
) |
|
|
4,152.5 |
|
Non-controlling interests |
|
44.6 |
|
|
(14.2 |
) |
|
– |
|
|
– |
|
|
|
30.4 |
|
Total equity |
|
4,233.7 |
|
|
(1,938.2 |
) |
|
1,935.4 |
|
|
(48.0 |
) |
|
|
4,182.9 |
|
Total liabilities and equity |
$ |
18,911.2 |
|
$ |
(8,974.9 |
) |
$ |
2,067.3 |
|
$ |
(1,181.4 |
) |
|
$ |
10,822.2 |
|
See below for the accompanying notes to unaudited pro forma condensed consolidated financial statements.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Nine Months Ended
(in millions, except per share data)
|
Historical |
Technip Energies |
Pro Forma Financing Accounting Adjustments |
Notes |
|
||||||||
Revenue: |
|
(a) |
|
|
|
||||||||
Service revenue |
$ |
7,101.9 |
|
$ |
(4,694.8 |
) |
$ |
– |
|
|
$ |
2,407.1 |
|
Product revenue |
|
2,416.9 |
|
|
– |
|
|
– |
|
|
|
2,416.9 |
|
Lease revenue |
|
105.7 |
|
|
– |
|
|
– |
|
|
|
105.7 |
|
Total revenue |
|
9,624.5 |
|
|
(4,694.8 |
) |
|
– |
|
|
|
4,929.7 |
|
Costs and expenses: |
|
|
|
|
|
||||||||
Cost of service revenue |
|
6,158.0 |
|
|
(3,855.4 |
) |
|
– |
|
|
|
2,302.6 |
|
Cost of product revenue |
|
1,970.0 |
|
|
– |
|
|
– |
|
|
|
1,970.0 |
|
Cost of lease and other revenue |
|
90.3 |
|
|
– |
|
|
– |
|
|
|
90.3 |
|
Selling, general and administrative expense |
|
780.8 |
|
|
(252.6 |
) |
|
– |
|
|
|
528.2 |
|
Research and development expense |
|
108.8 |
|
|
(36.8 |
) |
|
– |
|
|
|
72.0 |
|
Impairment, restructuring and other expense |
|
3,440.7 |
|
|
(84.5 |
) |
|
– |
|
|
|
3,356.2 |
|
Separation costs |
|
27.1 |
|
|
(27.1 |
) |
|
– |
|
|
|
– |
|
Merger transaction and integration costs |
|
– |
|
|
– |
|
|
– |
|
|
|
– |
|
Total costs and expenses |
|
12,575.7 |
|
|
(4,256.4 |
) |
|
– |
|
|
|
8,319.3 |
|
Other (expense) income, net |
|
(9.3 |
) |
|
11.4 |
|
|
– |
|
|
|
2.1 |
|
Income from equity affiliates |
|
52.9 |
|
|
(2.8 |
) |
|
– |
|
|
|
50.1 |
|
Income (loss) before financial expense, net and income taxes |
|
(2,907.6 |
) |
|
(429.8 |
) |
|
– |
|
|
|
(3,337.4 |
) |
Net interest expense |
|
(238.5 |
) |
|
136.6 |
|
|
(22.6 |
) |
(i) |
|
(124.5 |
) |
Income (loss) before income taxes |
|
(3,146.1 |
) |
|
(293.2 |
) |
|
(22.6 |
) |
|
|
(3,461.9 |
) |
Provision for income taxes |
|
77.9 |
|
|
(96.5 |
) |
|
– |
|
(j) |
|
(18.6 |
) |
Net income (loss) |
|
(3,224.0 |
) |
|
(196.7 |
) |
|
(22.6 |
) |
|
|
(3,443.3 |
) |
Net (profit) loss attributable to noncontrolling interests |
|
(24.3 |
) |
|
9.5 |
|
|
– |
|
|
|
(14.8 |
) |
Net income attributable to |
$ |
(3,248.3 |
) |
$ |
(187.2 |
) |
$ |
(22.6 |
) |
|
$ |
(3,458.1 |
) |
|
|
|
|
|
|
||||||||
Pro forma earnings per share |
|
|
|
|
|
||||||||
Basic |
$ |
(7.24 |
) |
|
|
|
$ |
(7.71 |
) |
||||
Diluted |
$ |
(7.24 |
) |
|
|
|
$ |
(7.71 |
) |
||||
Pro forma weighted-average share outstanding |
|
|
|
|
|
||||||||
Basic |
|
448.4 |
|
|
|
|
|
448.4 |
|
||||
Diluted |
|
448.4 |
|
|
|
|
|
448.4 |
|
See below for the accompanying notes to unaudited pro forma condensed consolidated financial statements.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Nine Months Ended
(in millions, except per share data)
|
Historical |
Technip Energies |
Pro Forma Financing Accounting Adjustments |
Notes |
|
||||||||
Revenue: |
|
(a) |
|
|
|
||||||||
Service revenue |
$ |
7,009.5 |
|
$ |
(4,581.6 |
) |
$ |
– |
|
|
$ |
2,427.9 |
|
Product revenue |
|
2,471.9 |
|
|
– |
|
|
– |
|
|
|
2,471.9 |
|
Lease revenue |
|
200.9 |
|
|
– |
|
|
– |
|
|
|
200.9 |
|
Total revenue |
|
9,682.3 |
|
|
(4,581.6 |
) |
|
– |
|
|
|
5,100.7 |
|
Costs and expenses: |
|
|
|
|
|
||||||||
Cost of service revenue |
|
5,520.1 |
|
|
(3,533.0 |
) |
|
– |
|
|
|
1,987.1 |
|
Cost of product revenue |
|
2,237.2 |
|
|
– |
|
|
– |
|
|
|
2,237.2 |
|
Cost of lease and other revenue |
|
126.2 |
|
|
– |
|
|
– |
|
|
|
126.2 |
|
Selling, general and administrative expense |
|
919.7 |
|
|
(309.4 |
) |
|
– |
|
|
|
610.3 |
|
Research and development expense |
|
110.0 |
|
|
(7.9 |
) |
|
– |
|
|
|
102.1 |
|
Impairment, restructuring and other expense |
|
166.0 |
|
|
(22.1 |
) |
|
– |
|
|
|
143.9 |
|
Separation costs |
|
9.4 |
|
|
(9.4 |
) |
|
– |
|
|
|
– |
|
Merger transaction and integration costs |
|
31.2 |
|
|
(15.2 |
) |
|
– |
|
|
|
16.0 |
|
Total costs and expenses |
|
9,119.8 |
|
|
(3,897.0 |
) |
|
– |
|
|
|
5,222.8 |
|
Other (expense) income, net |
|
(156.5 |
) |
|
39.9 |
|
|
– |
|
|
|
(116.6 |
) |
Income from equity affiliates |
|
54.0 |
|
|
(4.9 |
) |
|
– |
|
|
|
49.1 |
|
Income (loss) before financial expense, net and income taxes |
|
460.0 |
|
|
(649.6 |
) |
|
– |
|
|
|
(189.6 |
) |
Net interest expense |
|
(345.3 |
) |
|
274.0 |
|
|
(1.9 |
) |
(i) |
|
(73.2 |
) |
Income (loss) before income taxes |
|
114.7 |
|
|
(375.6 |
) |
|
(1.9 |
) |
|
|
(262.8 |
) |
Provision for income taxes |
|
96.5 |
|
|
(67.1 |
) |
|
– |
|
(j) |
|
29.4 |
|
Net income (loss) |
|
18.2 |
|
|
(308.5 |
) |
|
(1.9 |
) |
|
|
(292.2 |
) |
Net (profit) loss attributable to noncontrolling interests |
|
(19.4 |
) |
|
0.7 |
|
|
– |
|
|
|
(18.7 |
) |
Net loss attributable to |
$ |
(1.2 |
) |
$ |
(307.8 |
) |
$ |
(1.9 |
) |
|
$ |
(310.9 |
) |
|
|
|
|
|
|
||||||||
Pro forma earnings per share |
|
|
|
|
|
||||||||
Basic |
$ |
(0.00 |
) |
|
|
|
$ |
(0.69 |
) |
||||
Diluted |
$ |
(0.00 |
) |
|
|
|
$ |
(0.69 |
) |
||||
Pro forma weighted-average share outstanding |
|
|
|
|
|
||||||||
Basic |
|
448.6 |
|
|
|
|
|
448.6 |
|
||||
Diluted |
|
448.6 |
|
|
|
|
|
448.6 |
|
See below for the accompanying notes to unaudited pro forma condensed consolidated financial statements.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Year Ended
(in millions, except per share data)
|
Historical |
Technip Energies |
Pro Forma Financing Accounting Adjustments |
Notes |
|
||||||||
Revenue: |
|
(a) |
|
|
|
||||||||
Service revenue |
$ |
9,789.7 |
|
$ |
(6,458.9 |
) |
$ |
– |
|
|
$ |
3,330.8 |
|
Product revenue |
|
3,352.9 |
|
|
– |
|
|
– |
|
|
|
3,352.9 |
|
Lease revenue |
|
266.5 |
|
|
– |
|
|
– |
|
|
|
266.5 |
|
Total revenue |
|
13,409.1 |
|
|
(6,458.9 |
) |
|
– |
|
|
|
6,950.2 |
|
Costs and expenses: |
|
|
|
|
|
||||||||
Cost of service revenue |
|
7,767.2 |
|
|
(5,071.4 |
) |
|
– |
|
|
|
2,695.8 |
|
Cost of product revenue |
|
3,015.6 |
|
|
– |
|
|
– |
|
|
|
3,015.6 |
|
Cost of lease and other revenue |
|
167.9 |
|
|
– |
|
|
– |
|
|
|
167.9 |
|
Selling, general and administrative expense |
|
1,228.1 |
|
|
(406.1 |
) |
|
– |
|
|
|
822.0 |
|
Research and development expense |
|
162.9 |
|
|
(47.0 |
) |
|
– |
|
|
|
115.9 |
|
Impairment, restructuring and other expense |
|
2,490.8 |
|
|
(30.0 |
) |
|
– |
|
|
|
2,460.8 |
|
Separation costs |
|
72.1 |
|
|
(72.1 |
) |
|
– |
|
|
|
- |
|
Merger transaction and integration costs |
|
31.2 |
|
|
(17.0 |
) |
|
– |
|
|
|
14.2 |
|
Total costs and expenses |
|
14,935.8 |
|
|
(5,643.6 |
) |
|
– |
|
|
|
9,292.2 |
|
Other (expense) income, net |
|
(220.7 |
) |
|
39.0 |
|
|
– |
|
|
|
(181.7 |
) |
Income from equity affiliates |
|
62.9 |
|
|
(3.2 |
) |
|
– |
|
|
|
59.7 |
|
Income (loss) before financial expense, net and income taxes |
|
(1,684.5 |
) |
|
(779.5 |
) |
|
– |
|
|
|
(2,464.0 |
) |
Net interest expense |
|
(451.3 |
) |
|
360.4 |
|
|
(5.6 |
) |
(i) |
|
(96.5 |
) |
Income (loss) before income taxes |
|
(2,135.8 |
) |
|
(419.1 |
) |
|
(5.6 |
) |
|
|
(2,560.5 |
) |
Provision for income taxes |
|
276.3 |
|
|
(208.0 |
) |
|
– |
|
(j) |
|
68.3 |
|
Net income (loss) |
|
(2,412.1 |
) |
|
(211.1 |
) |
|
(5.6 |
) |
|
|
(2,628.8 |
) |
Net (profit) loss attributable to noncontrolling interests |
|
(3.1 |
) |
|
7.7 |
|
|
|
|
4.6 |
|
||
Net loss attributable to |
$ |
(2,415.2 |
) |
$ |
(203.4 |
) |
$ |
(5.6 |
) |
|
$ |
(2,624.2 |
) |
|
|
|
|
|
|
||||||||
Pro forma earnings per share |
|
|
|
|
|
||||||||
Basic |
$ |
(5.39 |
) |
|
|
|
$ |
(5.86 |
) |
||||
Diluted |
$ |
(5.39 |
) |
|
|
|
$ |
(5.86 |
) |
||||
Pro forma weighted-average share outstanding |
|
|
|
|
|
||||||||
Basic |
|
448.0 |
|
|
|
|
|
448.0 |
|
||||
Diluted |
|
448.0 |
|
|
|
|
|
448.0 |
|
See below for the accompanying notes to unaudited pro forma condensed consolidated financial statements.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Year Ended
(in millions, except per share data)
|
Historical |
Technip Energies |
Pro Forma Financing Accounting Adjustments |
Notes |
|
|||||||
Revenue: |
|
(a) |
|
|
|
|||||||
Service revenue |
$ |
9,057.6 |
|
$ |
(6,281.2 |
) |
$ |
– |
|
$ |
2,776.4 |
|
Product revenue |
|
3,272.6 |
|
|
– |
|
|
– |
|
|
3,272.6 |
|
Lease revenue |
|
222.7 |
|
|
– |
|
|
– |
|
|
222.7 |
|
Total revenue |
|
12,552.9 |
|
|
(6,281.2 |
) |
|
– |
|
|
6,271.7 |
|
Costs and expenses: |
|
|
|
|
|
|||||||
Cost of service revenue |
|
7,452.7 |
|
|
(5,193.0 |
) |
|
– |
|
|
2,259.7 |
|
Cost of product revenue |
|
2,676.9 |
|
|
– |
|
|
– |
|
|
2,676.9 |
|
Cost of lease and other revenue |
|
143.4 |
|
|
– |
|
|
– |
|
|
143.4 |
|
Selling, general and administrative expense |
|
1,140.6 |
|
|
(400.8 |
) |
|
– |
|
|
739.8 |
|
Research and development expense |
|
189.2 |
|
|
(31.6 |
) |
|
– |
|
|
157.6 |
|
Impairment, restructuring and other expense |
|
1,831.2 |
|
|
(9.6 |
) |
|
– |
|
|
1,821.6 |
|
Merger transaction and integration costs |
|
36.5 |
|
|
(18.1 |
) |
|
– |
|
|
18.4 |
|
Total costs and expenses |
|
13,470.5 |
|
|
(5,653.1 |
) |
|
– |
|
|
7,817.4 |
|
Other (expense) income, net |
|
(323.9 |
) |
|
275.6 |
|
|
– |
|
|
(48.3 |
) |
Income from equity affiliates |
|
114.3 |
|
|
(34.2 |
) |
|
– |
|
|
80.1 |
|
Income (loss) before financial expense, net and income taxes |
|
(1,127.2 |
) |
|
(386.7 |
) |
|
– |
|
|
(1,513.9 |
) |
Net interest expense |
|
(360.9 |
) |
|
245.5 |
|
|
2.4 |
(i) |
|
(113.0 |
) |
Income (loss) before income taxes |
|
(1,488.1 |
) |
|
(141.2 |
) |
|
2.4 |
|
|
(1,626.9 |
) |
Provision for income taxes |
|
422.7 |
|
|
(219.1 |
) |
|
– |
(j) |
|
203.6 |
|
Net income (loss) |
|
(1,910.8 |
) |
|
77.9 |
|
|
2.4 |
|
|
(1,830.5 |
) |
Net (profit) loss attributable to noncontrolling interests |
|
(10.8 |
) |
|
(0.2 |
) |
|
– |
|
|
(11.0 |
) |
Net income attributable to |
$ |
(1,921.6 |
) |
$ |
77.7 |
|
$ |
2.4 |
|
$ |
(1,841.5 |
) |
|
|
|
|
|
|
|||||||
Pro forma earnings per share |
|
|
|
|
|
|||||||
Basic |
$ |
(4.20 |
) |
|
|
|
$ |
(4.02 |
) |
|||
Diluted |
$ |
(4.20 |
) |
|
|
|
$ |
(4.02 |
) |
|||
Pro forma weighted-average share outstanding |
|
|
|
|
|
|||||||
Basic |
|
458.0 |
|
|
|
|
|
458.0 |
|
|||
Diluted |
|
458.0 |
|
|
|
|
|
458.0 |
|
See below for the accompanying notes to unaudited pro forma condensed consolidated financial statements.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Year Ended
(in millions, except per share data)
|
Historical |
Technip Energies |
Pro Forma Financing Accounting Adjustments |
Notes |
|
|
||||||||
Revenue: |
|
(a) |
|
|
|
|
||||||||
Service revenue |
$ |
11,445.9 |
|
$ |
(8,133.5 |
) |
$ |
– |
|
|
$ |
3,312.4 |
|
|
Product revenue |
|
3,416.4 |
|
|
– |
|
|
– |
|
|
|
3,416.4 |
|
|
Lease revenue |
|
194.6 |
|
|
– |
|
|
– |
|
|
|
194.6 |
|
|
Total revenue |
|
15,056.9 |
|
|
(8,133.5 |
) |
|
– |
|
|
|
6,923.4 |
|
|
Costs and expenses: |
|
|
|
|
|
|
||||||||
Cost of service revenue |
|
9,433.1 |
|
|
(7,012.8 |
) |
|
– |
|
|
|
2,420.3 |
|
|
Cost of product revenue |
|
2,954.3 |
|
|
– |
|
|
– |
|
|
|
2,954.3 |
|
|
Cost of lease and other revenue |
|
137.2 |
|
|
– |
|
|
– |
|
|
|
137.2 |
|
|
Selling, general and administrative expense |
|
1,060.9 |
|
|
(328.3 |
) |
|
– |
|
|
|
732.6 |
|
|
Research and development expense |
|
212.9 |
|
|
(35.9 |
) |
|
– |
|
|
|
177.0 |
|
|
Impairment, restructuring and other expense |
|
191.5 |
|
|
(56.4 |
) |
|
– |
|
|
|
135.1 |
|
|
Merger transaction and integration costs |
|
101.8 |
|
|
(53.4 |
) |
|
– |
|
|
|
48.4 |
|
|
Total costs and expenses |
|
14,091.7 |
|
|
(7,486.8 |
) |
|
– |
|
|
|
6,604.9 |
|
|
Other (expense) income, net |
|
(25.9 |
) |
|
6.9 |
|
|
– |
|
|
|
(19.0 |
) |
|
Income from equity affiliates |
|
55.6 |
|
|
(0.3 |
) |
|
– |
|
|
|
55.3 |
|
|
Income (loss) before financial expense, net and income taxes |
|
994.9 |
|
|
(640.1 |
) |
|
– |
|
|
|
354.8 |
|
|
Net interest expense |
|
(315.2 |
) |
|
231.5 |
|
|
(29.5 |
) |
(i) |
|
(113.2 |
) |
|
Income (loss) before income taxes |
|
679.7 |
|
|
(408.6 |
) |
|
(29.5 |
) |
|
|
241.6 |
|
|
Provision for income taxes |
|
545.5 |
|
|
(243.3 |
) |
|
(2.9 |
) |
(j) |
|
299.3 |
|
|
Net income (loss) |
|
134.2 |
|
|
(165.3 |
) |
|
(26.6 |
) |
|
|
(57.7 |
) |
|
Net (profit) loss attributable to noncontrolling interests |
|
(20.9 |
) |
|
(0.3 |
) |
|
– |
|
|
|
(21.2 |
) |
|
Net income attributable to |
$ |
|
|
$ |
|
) |
$ |
|
) |
|
$ |
|
) |
|
|
|
|
|
|
|
|
||||||||
Pro forma earnings per share |
|
|
|
|
|
|
||||||||
Basic |
$ |
0.24 |
|
|
|
|
$ |
(0.17 |
) |
|
||||
Diluted |
$ |
0.24 |
|
|
|
|
$ |
(0.17 |
) |
|
||||
Pro forma weighted-average share outstanding |
|
|
|
|
|
|
||||||||
Basic |
|
466.7 |
|
|
|
|
|
466.7 |
|
|
||||
Diluted |
|
468.3 |
|
|
|
|
|
466.7 |
|
|
See below for the accompanying notes to unaudited pro forma condensed consolidated financial statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
a. Reflects the deconsolidation of Technip Energies’ assets and liabilities at their carrying amounts as of
b. Reflects the adjustment to cash for proceeds received from BPI for its proportionate share of the investment in Technip Energies and cash retained by
Technip Energies’ cash retained |
$ |
984.8 |
Cash proceeds from BPI |
|
200.0 |
Pro forma adjustment to cash |
$ |
1,184.8 |
c. Reflects the adjustment to cash for the retirement of certain of the Issuer’s debt, issuance of new debt and payment of estimated debt issuance and other financing costs. The adjustment is comprised of the following (in millions):
Repayment of TechnipFMC’s debt |
$ |
(2,113.4 |
) |
Issuance of Notes offered hereby |
|
1,000.0 |
|
Debt issuance costs |
|
(20.0 |
) |
Other financing costs related to the Transactions |
|
(48.0 |
) |
Pro forma adjustment to cash |
$ |
(1,181.4 |
) |
d. Reflects the settlement of the outstanding intercompany accounts receivables (payables) pursuant to the SDA.
e. Reflects the remaining noncontrolling equity interest in Technip Energies, calculated by applying the ownership percentage, assuming that the
BPI’s
f. Reflects pro forma adjustment related to repayment of certain of the Issuer’s debt and issuance of new high yield bonds as follows (in millions):
Repayment of commercial paper |
$ |
(1,090.6 |
) |
Repayment of 3.45% Senior Notes due 2022 |
|
(500.0 |
) |
Repayment of Synthetic bonds due 2021 (classified as short-term debt) |
|
(522.8 |
) |
Issuance of new high yield bonds |
|
1,000.0 |
|
Debt issuance costs |
|
(20.0 |
) |
Pro forma adjustment to total debt |
$ |
(1,133.4 |
) |
In connection with the Spin-off, we and FMC Technologies intend to enter into the New Senior Secured Revolving Credit Facility with
g. Represents pro forma adjustment to retained earnings to reflect the net impact of amounts as a result of the pro forma Spin-off adjustments as follows (in millions):
Technip Energies’ cash retained |
$ |
984.8 |
Investment in Technip Energies |
|
678.4 |
Cash proceeds from BPI |
|
200.0 |
Settlement of intercompany receivables (payables) |
|
72.2 |
Accumulated deficit/ Parent Company investment in Technip Energies |
$ |
1,935.4 |
h. Represents pro forma adjustment to accumulated deficit to reflect the net impact of payments for other financing and transaction costs.
i. Reflects pro forma interest expense adjustments for the nine months ended
|
Nine Months Ended |
|||||
|
|
2020 |
|
|
2019 |
|
Interest expense associated with new financing arrangements(i) |
$ |
51.8 |
|
$ |
51.8 |
|
Eliminate interest expense associated with retirement of TechnipFMC’s debt(ii) |
|
(29.2 |
) |
|
(49.9 |
) |
Pro forma adjustment to interest expenses |
$ |
22.6 |
|
$ |
1.9 |
|
Reflects pro forma interest expense adjustments for the years ended
|
Year Ended |
||||||||
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
Interest expense associated with new financing arrangements(i) |
$ |
69.0 |
|
$ |
69.0 |
|
$ |
69.0 |
|
Eliminate interest expense associated with retirement of TechnipFMC’s debt(ii) |
|
(63.4 |
) |
|
(71.4 |
) |
|
(39.5 |
) |
Pro forma adjustment to interest expenses |
$ |
5.6 |
|
$ |
(2.4 |
) |
$ |
29.5 |
|
(i) Pro forma adjustments for interest expense associated with new financing arrangements represents interest expense on the Notes offered hereby.
(ii) Pro forma adjustments for interest expense associated with retirement of TechnipFMC’s debt was calculated based on the historical debt balances of the commercial paper, Synthetic bonds and 3.45% Senior Notes outstanding at each applicable balance sheet date.
j. Reflects income tax expense (benefit) related to income (loss) from operations before income taxes generated by the pro forma adjustments based upon an estimate of the effective tax rate. There is no tax benefit related to the pro forma adjustments for the nine months ended
Management’s discussion and analysis of financial condition and results of operations of pro forma condensed consolidated financial information
The following discussion and analysis should be read in conjunction with the unaudited pro forma condensed consolidated financial information, the related notes and other financial information included elsewhere in this Offering Memorandum, as well as the historical condensed consolidated financial information in the section titled “Management’s discussion and analysis of financial condition and results of operations” included in the Issuer’s Form 10-K for the year ended
General
We are a global leader in the energy industry, delivering products, technologies and services to companies that produce and transport oil and natural gas. Through innovative technologies and improved efficiencies, our offerings unlock new possibilities for our customers in developing their energy resources and increasingly help position them to meet the ongoing energy transition to lower carbon energy alternatives.
After giving effect to the Spin-off, our Company will be organized in two business segments,
Pro forma results of operations for the nine months ended
|
Nine months ended |
Change |
|||||||||
|
|
2020 |
|
|
2019 |
|
$ |
% |
|||
|
(Dollars in millions, unaudited) |
||||||||||
Revenue |
$ |
4,929.7 |
|
$ |
5,100.7 |
|
$ |
(171.0 |
) |
(3.4 |
) |
Cost and expenses |
|
|
|
|
|||||||
Cost of sales |
|
4,362.9 |
|
|
4,350.5 |
|
|
12.4 |
|
0.3 |
|
Selling, general and administrative expense |
|
528.2 |
|
|
610.3 |
|
|
(82.1 |
) |
(13.5 |
) |
Research and development expense |
|
72.0 |
|
|
102.1 |
|
|
(30.1 |
) |
(29.5 |
) |
Impairment, restructuring and other expense |
|
3,356.2 |
|
|
143.9 |
|
|
3,212.3 |
|
2,232.3 |
|
Merger transaction and integration costs |
|
– |
|
|
16.0 |
|
|
(16.0 |
) |
(100.0 |
) |
Total costs and expenses |
|
8,319.3 |
|
|
5,222.8 |
|
|
3,096.5 |
|
59.3 |
|
Other income (expense), net |
|
2.1 |
|
|
(116.6 |
) |
|
118.7 |
|
(101.8 |
) |
Income from equity affiliates |
|
50.1 |
|
|
49.1 |
|
|
1.0 |
|
2.0 |
|
Loss before interest income, interest expense and income taxes |
|
(3,337.4 |
) |
|
(189.6 |
) |
|
(3,147.8 |
) |
1,660.2 |
|
Net interest expense |
|
(124.5 |
) |
|
(73.2 |
) |
|
(51.3 |
) |
70.1 |
|
Loss before income taxes |
|
(3,461.9 |
) |
|
(262.8 |
) |
|
(3,199.1 |
) |
1,217.3 |
|
Provision for income taxes |
|
(18.6 |
) |
|
29.4 |
|
|
(48.0 |
) |
(163.3 |
) |
Net loss |
|
(3,443.3 |
) |
|
(292.2 |
) |
|
(3,151.1 |
) |
1,078.4 |
|
Net profit attributable to |
|
(14.8 |
) |
|
(18.7 |
) |
|
3.9 |
|
(20.9 |
) |
Net loss attributable to |
$ |
(3,458.1 |
) |
$ |
(310.9 |
) |
$ |
(3,147.2 |
) |
1,012.3 |
|
|
|
|
|
|
Revenue
Revenue decreased
Gross profit
Gross profit (revenue less cost of sales) as a percentage of sales decreased to 11.5% during the nine months ended
Selling, general and administrative expense
Selling, general and administrative expense decreased
Impairment, restructuring and other expense
We incurred
Merger transaction and integration costs
We incurred merger transaction and integration costs of
Other income (expense), net
Other income (expense), net, primarily reflects foreign currency gains and losses, including gains and losses associated with the remeasurement of net cash positions, gains and losses on sales of property, plant and equipment and other non-operating gains and losses. During the nine months ended
Net interest expense
Net interest expense increased
Provision for income taxes
Our provision for income taxes for the nine months ended
Pro forma segment results of operations for the nine months ended
Segment operating profit is defined as total segment revenue less segment operating expenses. Certain items, such as corporate staff expenses, share-based compensation expense and other employee benefits expenses, have been excluded in computing segment operating profit and are included in corporate items.
|
Nine months ended |
Favorable/(Unfavorable) |
||||||||
|
|
2020 |
|
|
2019 |
$ |
% |
|||
|
(Dollars in millions, unaudited) |
|||||||||
Revenue |
$ |
4,133.4 |
|
$ |
3,955.5 |
$ |
177.9 |
|
4.5 |
|
Operating profit (loss) |
$ |
(2,806.0 |
) |
$ |
61.2 |
$ |
(2,867.2 |
) |
(4,685.0 |
) |
Adjusted EBITDA(1) |
$ |
350.4 |
|
$ |
461.3 |
$ |
(110.9 |
) |
(24.0 |
) |
Capital expenditures |
$ |
195.5 |
|
$ |
242.6 |
$ |
(47.1 |
) |
(19.4 |
) |
(1) Pro forma Subsea Adjusted EBITDA is a non-GAAP measure. For a reconciliation of pro forma operating profit by segment to pro forma Adjusted EBITDA by segment, see Note 1 under “Summary—Summary unaudited pro forma financial and other data.”
Surface Technologies
|
Nine months ended |
Favorable/(Unfavorable) |
||||||||
|
|
2020 |
|
|
2019 |
$ |
% |
|||
|
(Dollars in millions, unaudited) |
|||||||||
Revenue |
$ |
796.3 |
|
$ |
1,145.2 |
$ |
(348.9 |
) |
(30.5 |
) |
Operating profit (loss) |
$ |
(444.4 |
) |
$ |
30.7 |
$ |
(475.1 |
) |
(1,547.6 |
) |
Adjusted EBITDA(1) |
$ |
50.1 |
|
$ |
109.8 |
$ |
(59.7 |
) |
(54.4 |
) |
Capital expenditures |
$ |
28.0 |
|
$ |
84.5 |
$ |
(56.5 |
) |
(66.9 |
) |
(1) Pro forma Surface Technologies Adjusted EBITDA is a non-GAAP measure. For a reconciliation of pro forma operating profit by segment to pro forma Adjusted EBITDA by segment, see Note 1 under “Summary—Summary unaudited pro forma financial and other data.”
Surface Technologies revenue decreased
Surface Technologies operating loss was primarily due to impairment and other non-recurring restructuring charges. The operating loss included
Surface Technologies capital expenditures decreased
Corporate expenses
|
Nine months ended |
Favorable/(Unfavorable) |
||||||||
|
|
2020 |
|
|
2019 |
|
$ |
% |
||
|
(Dollars in millions, unaudited) |
|||||||||
Corporate expenses |
$ |
(44.3 |
) |
$ |
(172.4 |
) |
$ |
128.1 |
(74.3 |
) |
Corporate expenses decreased by
Inbound orders and order backlog
Inbound orders – Inbound orders represent the estimated sales value of confirmed customer orders received during the reporting period. COVID-19 has had a minimal impact on our ability to finalize sales contracts required to recognize new inbound orders in the quarter. However, the significant decline in commodity prices, due in part to the lower demand resulting from COVID-19, is expected to negatively impact the near-term outlook for inbound orders.
|
Inbound orders |
|||
|
Nine months ended |
|||
|
|
2020 |
|
2019 |
|
(Dollars in millions, unaudited) |
|||
|
$ |
3,290.9 |
$ |
6,820.3 |
Surface Technologies |
|
760.9 |
|
1,188.3 |
Total inbound orders |
$ |
4,051.8 |
$ |
8,008.6 |
Order backlog – Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders at the reporting date. Backlog reflects the current expectations for the timing of project execution. The scheduling of some future work included in our order backlog has been impacted by COVID-19 related disruptions and remains subject to future adjustment.
|
Order backlog |
|||
|
|
|
||
|
(Dollars in millions, unaudited) |
|||
|
$ |
7,218.0 |
$ |
8,479.8 |
Surface Technologies |
|
368.9 |
|
473.2 |
Total order backlog |
$ |
7,586.9 |
$ |
8,953.0 |
Surface Technologies – Order backlog for Surface Technologies at
Non-consolidated backlog – Non-consolidated order backlog reflects the proportional share of backlog related to joint ventures that is not consolidated due to our minority ownership position.
|
Non-consolidated Order Backlog |
|
|
|
|
|
(Dollars in millions, unaudited) |
|
|
$ |
674.0 |
Surface Technologies |
|
– |
Total order backlog |
$ |
674.0 |
Pro forma results of operations for the year ended
|
Year ended |
Change |
|||||||||
|
|
2019 |
|
|
2018 |
|
$ |
% |
|||
|
(Dollars in millions, unaudited) |
||||||||||
Revenue |
$ |
6,950.2 |
|
$ |
6,271.7 |
|
$ |
678.5 |
|
10.8 |
|
Cost and expenses |
|
|
|
|
|||||||
Cost of sales |
|
5,879.3 |
|
|
5,080.0 |
|
|
799.3 |
|
15.7 |
|
Selling, general and administrative expense |
|
822.0 |
|
|
739.8 |
|
|
82.2 |
|
11.1 |
|
Research and development expense |
|
115.9 |
|
|
157.6 |
|
|
(41.7 |
) |
(26.5 |
) |
Impairment, restructuring and other expense |
|
2,460.8 |
|
|
1,821.6 |
|
|
639.2 |
|
35.1 |
|
Merger transaction and integration costs |
|
14.2 |
|
|
18.4 |
|
|
(4.2 |
) |
(22.8 |
) |
Total costs and expenses |
|
9,292.2 |
|
|
7,817.4 |
|
|
1,474.8 |
|
18.9 |
|
Other income (expense), net |
|
(181.7 |
) |
|
(48.3 |
) |
|
(133.4 |
) |
276.2 |
|
Income from equity affiliates |
|
59.7 |
|
|
80.1 |
|
|
(20.4 |
) |
(25.5 |
) |
Loss before interest income, interest expense and income taxes |
|
(2,464.0 |
) |
|
(1,513.9 |
) |
|
(950.1 |
) |
62.8 |
|
Net interest expense |
|
(96.5 |
) |
|
(113.0 |
) |
|
16.5 |
|
(14.6 |
) |
Loss before income taxes |
|
(2,560.5 |
) |
|
(1,626.9 |
) |
|
(933.6 |
) |
57.4 |
|
Provision for income taxes |
|
68.3 |
|
|
203.6 |
|
|
(135.3 |
) |
(66.5 |
) |
Net loss |
|
(2,628.8 |
) |
|
(1,830.5 |
) |
|
(798.3 |
) |
43.6 |
|
Net profit attributable to |
|
4.6 |
|
|
(11.0 |
) |
|
15.6 |
|
(141.8 |
) |
Net loss attributable to |
$ |
(2,624.2 |
) |
$ |
(1,841.5 |
) |
$ |
(782.7 |
) |
42.5 |
|
Revenue
Revenue increased
Gross profit
Gross profit (revenue less cost of sales) as a percentage of sales decreased marginally to 15.4% in 2019 and 19.0% in the prior-year period. The decrease was primarily driven by lower gross profit due to a more competitively priced
Selling, general and administrative expense
Selling, general and administrative expense increased
Impairment, restructuring and other expense
We incurred
Merger transaction and integration costs
We incurred merger transaction and integration costs of
Other expense, net
Other expense, net, primarily reflects foreign currency gains and losses, including gains and losses associated with the remeasurement of net cash positions, gains and losses on sales of property, plant and equipment and other non-operating gains and losses. During the year ended
Net interest expense
Net interest expense decreased
Provision for income taxes
Our income tax provisions for 2019 and 2018 reflected effective tax rates of (2.7)% and (12.5)%, respectively. The year-over-year change in the effective tax rate was primarily due to a decrease in the amount of tax expense associated with movements in valuation allowances, the release of contingent tax accruals due to the favorable resolution of income tax audits, and a favorable change in actual country mix of earnings, offset in part by the impact of nondeductible goodwill impairments. Our effective tax rate can fluctuate depending on our country mix of earnings, since our foreign earnings are generally subject to higher tax rates than in the
Pro forma segment results of operations for the year ended
Segment operating profit is defined as total segment revenue less segment operating expenses. Certain items, such as corporate staff expenses, share-based compensation expense and other employee benefits expenses, have been excluded in computing segment operating profit and are included in corporate items.
|
Year ended |
Favorable/(Unfavorable) |
|||||||||
|
|
2019 |
|
|
2018 |
|
$ |
% |
|||
|
(Dollars in millions, unaudited) |
||||||||||
Revenue |
$ |
5,419.5 |
|
$ |
4,762.8 |
|
$ |
656.7 |
|
13.8 |
|
Operating loss |
$ |
(1,442.7 |
) |
$ |
(1,540.6 |
) |
$ |
97.9 |
|
(6.4 |
) |
Adjusted EBITDA(1) |
$ |
655.1 |
|
$ |
689.1 |
|
$ |
(34.0 |
) |
(4.9 |
) |
Capital expenditures |
$ |
287.7 |
|
$ |
223.2 |
|
$ |
64.5 |
|
28.9 |
|
(1) Pro forma Subsea Adjusted EBITDA is a non-GAAP measure. For a reconciliation of pro forma operating profit by segment to pro forma Adjusted EBITDA by segment, see Note 1 under “Summary—Summary unaudited pro forma financial and other data.”
Surface Technologies
|
Year ended |
Favorable/(Unfavorable) |
||||||||
|
|
2019 |
|
|
2018 |
$ |
% |
|||
|
(Dollars in millions, unaudited) |
|||||||||
Revenue |
$ |
1,530.7 |
|
$ |
1,508.9 |
$ |
21.8 |
|
1.4 |
|
Operating profit (loss) |
$ |
(662.7 |
) |
$ |
163.2 |
$ |
(825.9 |
) |
(506.1 |
) |
Adjusted EBITDA( |
$ |
170.5 |
|
$ |
250.7 |
$ |
(80.2 |
) |
(32.0 |
) |
Capital expenditures |
$ |
96.6 |
|
$ |
111.9 |
$ |
(15.3 |
) |
(13.7 |
) |
(1) Pro forma Surface Technologies Adjusted EBITDA is a non-GAAP measure. For a reconciliation of pro forma operating profit by segment to pro forma Adjusted EBITDA by segment, see Note 1 under “Summary—Summary unaudited pro forma financial and other data.”
Surface Technologies revenue increased
Surface Technologies operating profit as a percent of revenue decreased significantly year-over-year. The decrease was primarily due to a
Surface Technologies capital expenditures have decreased
Corporate expenses
|
Year ended |
Favorable/(Unfavorable) |
||||||||
|
|
2019 |
|
|
2018 |
|
$ |
% |
||
|
(Dollars in millions, unaudited) |
|||||||||
Corporate expenses |
$ |
(228.4 |
) |
$ |
(109.6 |
) |
$ |
(118.8 |
) |
108.4 |
Corporate expenses increased by
Inbound orders and order backlog
Inbound orders – Inbound orders represent the estimated sales value of confirmed customer orders received during the reporting period.
|
Inbound orders |
|||
|
Year ended |
|||
|
|
2019 |
|
2018 |
|
(Dollars in millions, unaudited) |
|||
|
$ |
7,992.6 |
$ |
5,178.5 |
Surface Technologies |
|
1,619.9 |
|
1,686.6 |
Total inbound orders |
$ |
9,612.5 |
$ |
6,865.1 |
Order backlog – Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders at the reporting date.
|
Order backlog |
|||
|
Year ended |
|||
|
|
2019 |
|
2018 |
|
(Dollars in millions, unaudited) |
|||
|
$ |
8,479.8 |
$ |
5,999.6 |
Surface Technologies |
|
473.2 |
|
469.9 |
Total order backlog |
$ |
8,953.0 |
$ |
6,469.5 |
Surface Technologies – Order backlog for Surface Technologies at
Non-consolidated backlog – Non-consolidated backlog reflects the proportional share of backlog related to joint ventures that is not consolidated due to our minority ownership position.
|
Non-consolidated order backlog |
|
|
|
|
|
(Dollars in millions, unaudited) |
|
|
$ |
799.2 |
Surface Technologies |
|
– |
Total order backlog |
$ |
799.2 |
Important Information for Investors and Securityholders
Disclaimers
This regulatory release is intended for informational purposes only for the shareholders of
All figures presented herein are in accordance with generally accepted accounting principles (“GAAP”) in
A copy of the Form 8-K can be found on the
View source version on businesswire.com: https://www.businesswire.com/news/home/20210129005612/en/
Investor relations
Vice President Investor Relations
Tel: +1 281 260 3665
Email:
Director Investor Relations (
Tel: +44 (0) 20 3429 3929
Email:
Media relations
Senior Vice President Corporate Engagement
Tel: +33 1 47 78 39 92
Email: Christophe Belorgeot
Public Relations Director
Tel: +1 281 591 4108
Email:
Source: