Attached files
file | filename |
---|---|
EX-99.1 - Willbros Group, Inc.\NEW\ | v169354_ex99-1.htm |
EX-99.2 - Willbros Group, Inc.\NEW\ | v169354_ex99-2.htm |
EX-23.1 - Willbros Group, Inc.\NEW\ | v169354_ex23-1.htm |
EX-99.4 - Willbros Group, Inc.\NEW\ | v169354_ex99-4.htm |
EX-23.2 - Willbros Group, Inc.\NEW\ | v169354_ex23-2.htm |
EX-99.3 - Willbros Group, Inc.\NEW\ | v169354_ex99-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported)
|
December 17, 2009
|
|
WILLBROS
GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
1-11953
|
30-0513080
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
4400 Post Oak Parkway, Suite 1000, Houston, Texas
77027
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(713)
403-8000
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
8.01. Other Events.
This
current report on Form 8-K is being filed by Willbros Group, Inc., a Delaware
corporation (the “Registrant,” which term includes its predecessor Willbros
Group, Inc., a Republic of Panama corporation), to update the historical
financial statements included in the Registrant’s Annual Report on Form 10-K for
the year ended December 31, 2008 (the “2008 Form 10-K”) to reflect changes to
the Registrant’s accounting and presentation for the following
items:
|
·
|
Adoption
of FASB Staff Position No. APB
14-1;
|
|
·
|
Adoption
of Statement of Financial Accounting Standards No. 160;
and
|
|
·
|
Realignment
of operating segments.
|
The
Registrant adopted the provisions of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)” (“FSP No. APB 14-1”) and Statement of Financial Accounting
Standards No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS
No. 160”) effective January 1, 2009. FSP No. APB 14-1 required
retrospective application for all periods that the Registrant’s convertible
notes were outstanding and SFAS No. 160 required retrospective application for
all periods presented. The Exhibits presented herein also include a
realignment of the Registrant’s operating segments from three reportable
segments into two as disclosed within the Registrant’s quarterly report on Form
10-Q for the period ended June 30, 2009.
As a
result of the adoption of FSP No. APB 14-1, the Registrant is required to
separately account for the debt and equity components of its 2.75% Senior
Convertible Notes (“2.75% Notes”) and 6.5% Convertible Senior Notes (“6.5%
Notes”) in a manner that reflects their nonconvertible debt borrowing rate at
the time of issuance. Therefore, the Registrant estimated the fair value, as of
the date of issuance, of its 2.75% Notes and 6.5% Notes as if the instruments
were issued without the conversion option feature. The difference
between the fair value and the principal amounts of the instruments resulted in
a debt discount of $17,902,401 and $6,823,333 for the 2.75% Notes and 6.5%
Notes, respectively. The discounts are being amortized over seven and
five year periods for the 2.75% Notes and 6.5% Notes, respectively, which
resulted in additional non-cash interest expense in historical and future
periods. The Registrant has revised its presentation of its
convertible debt and related interest expense to reflect this change and has
retrospectively adjusted all comparative prior period information on that
basis.
SFAS No.
160 requires expanded disclosures that clearly identify and distinguish between
the interests of the Registrant’s owners and the interests of the noncontrolling
owners (previously referred to as minority interests) of a
subsidiary. Upon adoption, the presentation and disclosure
requirements of SFAS No. 160 were applied retrospectively for all periods
presented in which the noncontrolling interest was reclassified to equity and
consolidated net income was adjusted to include net income attributable to the
noncontrolling interest (previously, the noncontrolling interest was included in
accounts payable and accrued liabilities and contract cost).
As
indicated within the quarterly report on Form 10-Q for the quarter ended June
30, 2009, the Registrant redefined its operating segments from Engineering, Upstream Oil & Gas, and
Downstream Oil &
Gas to two segments by integrating the existing Engineering segment into the
Upstream Oil & Gas
segment. The Registrant has revised its presentation of its
reportable segments to reflect these changes and has retrospectively adjusted
all comparative prior period information on that basis.
The
Registrant is filing this current report on Form 8-K to reflect the impact of
the adoption of these standards and segment realignment on previously issued
financial statements. This will permit the Registrant to incorporate
these financial statements by reference in future Securities and Exchange
Commission (“SEC”) filings. The impact of the adoption of these
standards and segment realignment is reflected in the following sections of the
Registrant’s 2008 Form 10-K, which have been revised and are included as
Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, to this current report on Form
8-K:
|
·
|
Part
I, Items 1. and 2. Business and
Properties;
|
|
·
|
Part
II, Item 6. Selected Financial
Data;
|
|
·
|
Part
II, Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations; and
|
|
·
|
Part
II, Item 8. Financial Statements and Supplementary
Data.
|
2
The
financial statement notes in Item 8 that were impacted by the adoption of these
accounting standards and segment realignment include:
Note
|
1
|
Summary
of Significant Accounting Policies
|
7
|
Accounts
Payable and Accrued Liabilities
|
|
9
|
Long-term
Debt
|
|
11
|
Income
Taxes
|
|
13
|
Income
(Loss) Per Common Share
|
|
14
|
Segment
Information
|
|
16
|
Quarterly
Financial Data
|
This current report on Form 8-K speaks
as of February 26, 2009, the date the Registrant filed its 2008 Form 10-K, and
does not reflect events occurring after February 26, 2009, and none of the
information included in this current report on Form 8-K modifies or updates the
disclosures in the 2008 Form 10-K, other than as required to reflect the
adoption of the standards and segment realignment as described
above. Significant developments with respect to those disclosures,
including changes to the Registrant’s business, have occurred and are described
in subsequent filings with the SEC, including our quarterly reports on Form 10-Q
for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 and
our current reports on Form 8-K filed subsequent to the 2008 Form
10-K. This current report on Form 8-K should be read in conjunction
with the 2008 Form 10-K and the Registrant’s subsequent filings.
Item
9.01. Financial Statements and Exhibits.
(d)
|
The
following exhibits are filed herewith:
|
||
23.1
|
Consent
of Grant Thornton LLP.
|
||
23.2
|
Consent
of GLO CPAs, LLLP.
|
||
99.1
|
Form
10-K Items 1 and 2. Business and Properties.
|
||
99.2
|
Form
10-K Item 6. Selected Financial Data for the years ended December 31,
2008, 2007, 2006, 2005 and 2004.
|
||
99.3
|
Form
10-K Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
|
||
99.4
|
Form
10-K Item 8. Financial Statements and Supplementary Data as of December
31, 2008 and 2007 and for the years ended December 31, 2008, 2007 and
2006, with Reports of Grant Thornton LLP and GLO CPAs,
LLLP.
|
3
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
WILLBROS
GROUP, INC.
|
||
Date: December
17, 2009
|
By:
|
/s/ Van A. Welch
|
Van A. Welch | ||
Senior Vice President and Chief Financial | ||
Officer (Principal Financial Officer and | ||
Principal Accounting Officer) |
4
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
23.1
|
Consent
of Grant Thornton LLP.
|
|
23.2
|
Consent
of GLO CPAs, LLLP.
|
|
99.1
|
Form
10-K Items 1 and 2. Business and Properties.
|
|
99.2
|
Form
10-K Item 6. Selected Financial Data for the years ended December 31,
2008, 2007, 2006, 2005 and 2004.
|
|
99.3
|
Form
10-K Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
|
|
99.4
|
|
Form
10-K Item 8. Financial Statements and Supplementary Data as of December
31, 2008 and 2007 and for the years ended December 31, 2008, 2007 and
2006, with Reports of Grant Thornton LLP and GLO CPAs,
LLLP.
|
5