Willbros Group, Inc.\NEW\ - FORM 8-K - EX-99.1 - COMPANY PRO FORMA FINANCIAL STATEMENTS

Attached files

file	filename
8-K - FORM 8-K - Willbros Group, Inc.\NEW\	d464743d8k.htm
EX-2.1 - SHARE PURCHASE AGREEMENT - Willbros Group, Inc.\NEW\	d464743dex21.htm
EX-99.2 - PRESS RELEASE - Willbros Group, Inc.\NEW\	d464743dex992.htm

Exhibit 99.1

WILLBROS GROUP, INC.

INDEX TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS


		Page
Unaudited Pro Forma Condensed Consolidated Financial Statements – Introductory Information		1
Unaudited Pro Forma Condensed Consolidated Balance Sheet at September 30, 2012		2
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2012		3
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2011		4
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2010		5
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2009		6

Unaudited pro forma condensed consolidated financial statements

On January 6, 2013, Willbros Group, Inc. (the “Company” or “Willbros”) entered into a Share Purchase Agreement dated as of such date (the “Purchase Agreement”), by and among Interserve Holdings Limited, a company organized under the laws of the United Kingdom (“Interserve”), Willbros International Finance & Equipment Limited, a wholly-owned subsidiary of the Company that is organized under the laws of the Cayman Islands (“Seller”), and the Company, as guarantor. Pursuant to the terms of the Purchase Agreement, Interserve agreed to purchase, and Seller agreed to sell, all of the shares of capital in Willbros Middle East Limited, a company organized under the laws of the Cayman Islands (“Willbros Middle East”), which holds the Company’s operations in Oman.

On January 7, 2013, the transactions contemplated by the Purchase Agreement were consummated, and Interserve acquired Willbros Middle East, together with its subsidiaries.

The following unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2012, and unaudited pro forma condensed consolidated statements of operations of the Company for the nine months ended September 30, 2012 and for the years ended December 31, 2011, 2010, and 2009, respectively, have been prepared to give effect to the sale of Willbros Middle East by reclassifying Willbros Middle East from continuing operations to discontinued operations.

The unaudited condensed consolidated balance sheet and statements of operations are presented for informational purposes only and do not purport to represent what the Company’s consolidated results of operations or financial position would have been had the sale occurred on the date indicated or to project the Company’s consolidated financial position as of any future date or the Company’s consolidated results of operations for any future period.

WILLBROS GROUP, INC.

Pro Forma Condensed Consolidated Balance Sheet

September 30, 2012

(In thousands, except share and per share amounts)

Unaudited


	Willbros as reported		Pro forma adjustments ⁽¹⁾			Willbros pro forma results
Current assets:
Cash and cash equivalents	$	15,908	$	(5,020	)	$	10,888
Accounts receivable, net		437,045		(15,458	)		421,587
Contract cost and recognized income not yet billed		105,288		(2,299	)		102,989
Prepaid expenses and other assets		46,895		(261	)		46,634
Parts and supplies inventories		11,395		(3,725	)		7,670
Deferred income taxes		3,162		—			3,162
Assets held for sale		—		31,248			31,248

Total current assets		619,693		4,485			624,178
Property, plant & equipment		150,631		(4,482	)		146,149
Goodwill		8,067		—			8,067
Other intangible assets, net		168,397		—			168,397
Other assets		28,399		(3	)		28,396

Total assets	$	975,187	$	—		$	975,187

Current liabilities:
Accounts payable and accrued liabilities		368,970		(11,470	)		357,500
Contract billings in excess of cost and recognized income		31,764		—			31,764
Current portion of capital lease obligations		1,819		—			1,819
Notes payable and current portion of long-term debt		45,265		—			45,265
Current portion of settlement obligation of discontinued operations		4,500		(335	)		4,165
Accrued income taxes		8,040		—			8,040
Liabilities held for sale		—		12,599			12,599
Other current liabilities		5,082		—			5,082

Total current liabilities		465,440		794			466,234
Long-term debt		207,569		—			207,569
Capital lease obligations		2,552		—			2,552
Long-term portion of settlement obligation of discontinued operations		39,000		—			39,000
Long-term liabilities for unrecognized tax benefits		4,518		(518	)		4,000
Deferred income taxes		2,561		(276	)		2,285
Other long-term liabilities		34,641		—			34,641

Total liabilities		756,281		—			756,281

Stockholders equity:
Attributable to Willbros Group, Inc.		217,950		—			217,950
Noncontrolling interest		956		—			956

Total stockholders’ equity	$	218,906		—			218,906

Total liabilities and stockholders’ equity	$	975,187	$	—		$	975,187

(1)	Represents the reclassification of Willbros Middle East Limited and its related subsidiaries from continuing operations to discontinued operations.

WILLBROS GROUP, INC.

Pro Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended September 30, 2012

(In thousands, except share and per share amounts)

Unaudited


	Willbros as reported			Pro forma adjustments ⁽¹⁾			Willbros pro forma results
Contract revenue	$	1,507,205		$	(58,990	)	$	1,448,215
Operating expenses:
Contract		1,380,633			(52,566	)		1,328,067
Amortization of intangibles		11,645			—			11,645
General and administrative		112,034			(1,395	)		110,639
Other charges		169			—			169

		1,504,481			(53,961	)		1,450,520

Operating income (loss)		2,724			(5,029	)		(2,305	)
Other income (expense):
Interest expense, net		(21,500	)		(5	)		(21,505	)
Loss on early extinguishment of debt		(3,405	)		—			(3,405	)
Other, net		(283	)		(146	)		(429	)

		(25,188	)		(151	)		(25,339	)

Loss from continuing operations before income taxes		(22,464	)		(5,180	)		(27,644	)
Provision (benefit) for income taxes		3,937			(859	)		3,078

Net loss from continuing operations		(26,401	)		(4,321	)		(30,722	)
Income from discontinued operations net of provisions (benefit) for income taxes		10,464			4,321			14,785

Net loss		(15,937	)		—			(15,937	)
Less: Income attributable to noncontrolling interest		(945	)		—			(945	)

Net loss attributable to Willbros Group, Inc.	$	(16,882	)	$	—		$	(16,882	)

Reconciliation of net income (loss) attributable to Willbros Group, Inc. :
Loss from continuing operations	$	(27,346	)	$	(3,376	)	$	(30,722	)
Income from discontinued operations		10,464			3,376			13,840

Net loss	$	(16,882	)	$	—		$	(16,882	)

Basic income (loss) per share attributable to Company Shareholders:
Loss from continuing operations	$	(0.57	)	$	(0.07	)	$	(0.64	)
Income from discontinued operations		0.22			0.07			0.29

Net loss	$	(0.35	)	$	—		$	(0.35	)

Diluted income (loss) per share attributable to Company Shareholders:
Loss from continuing operations	$	(0.57	)	$	(0.07	)	$	(0.64	)
Income from discontinued operations		0.22			0.07			0.29

Net loss	$	(0.35	)	$	—		$	(0.35	)

Weighted average number of common shares outstanding:
Basic		47,965,380			47,965,380			47,965,380

Diluted		47,965,380			47,965,380			47,965,380

(1)	Represents the reclassification of Willbros Middle East Limited and its related subsidiaries from continuing operations to discontinued

WILLBROS GROUP, INC.

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2011

(In thousands, except share and per share amounts)

Unaudited


	Willbros as reported			Pro forma adjustments ⁽¹⁾			Willbros pro forma results
Contract revenue	$	1,615,040		$	(73,829	)	$	1,541,211
Operating expenses:
Contract		1,472,420			(60,840	)		1,411,580
Amortization of intangibles		15,681			—			15,681
General and administrative		134,745			(1,785	)		132,960
Settlement of project dispute		8,236			—			8,236
Goodwill impairment		178,575			—			178,575
Changes in fair value of contingent earn out liability		(10,000	)		—			(10,000	)
Other charges		105			—			105

		1,799,762			(62,625	)		1,737,137

Operating loss		(184,722	)		(11,204	)		(195,926	)
Other income (expense):
Interest expense, net		(45,117	)		(4	)		(45,121	)
Loss on early extinguishment of debt		(6,304	)		—			(6,304	)
Other, net		(430	)		(81	)		(511	)

		(51,851	)		(85	)		(51,936	)

Loss from continuing operations before income taxes		(236,573	)		(11,289	)		(247,862	)
Benefit for income taxes		(32,293	)		(1,265	)		(33,558	)

Net loss from continuing operations		(204,280	)		(10,024	)		(214,304	)
Income (loss) from discontinued operations net of provision (benefit) for income taxes		(88,541	)		10,024			(78,517	)

Net loss		(292,821	)		—			(292,821	)
Less: Income attributable to noncontrolling interest		(1,195	)		—			(1,195	)

Net loss attributable to Willbros Group, Inc.	$	(294,016	)	$	—		$	(294,016	)

Reconciliation of net income (loss) attributable to Willbros Group, Inc. :
Loss from continuing operations	$	(205,475	)	$	(8,829	)	$	(214,304	)
Income (loss) from discontinued operations		(88,541	)		8,829			(79,712	)

Net loss	$	(294,016	)	$	—		$	(294,016	)

Basic income (loss) per share attributable to Company Shareholders:
Loss from continuing operations	$	(4.33	)	$	(0.19	)	$	(4.52	)
Income (loss) from discontinued operations		(1.86	)		0.19			(1.67	)

Net loss	$	(6.19	)	$	—		$	(6.19	)

Diluted income (loss) per share attributable to Company Shareholders:
Loss from continuing operations	$	(4.33	)	$	(0.19	)	$	(4.52	)
Income (loss) from discontinued operations		(1.86	)		0.19			(1.67	)

Net loss	$	(6.19	)	$	—		$	(6.19	)

Weighted average number of common shares outstanding:
Basic		47,475,680			47,475,680			47,475,680

Diluted		47,475,680			47,475,680			47,475,680

(1)	Represents the reclassification of Willbros Middle East Limited and its related subsidiaries from continuing operations to discontinued operations.

WILLBROS GROUP, INC.

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2010

(In thousands, except share and per share amounts)

Unaudited


	Willbros as reported			Pro forma adjustments ⁽¹⁾			Willbros pro forma results
Contract revenue	$	1,125,072		$	(73,589	)	$	1,051,483
Operating expenses:
Contract		995,332			(57,562	)		937,770
Amortization of intangibles		9,724			—			9,724
General and administrative		112,371			(2,491	)		109,880
Goodwill impairment		60,000			—			60,000
Changes in fair value of contingent earn out liability		(45,340	)		—			(45,340	)
Acquisition costs		10,055			—			10,055
Other charges		3,771			—			3,771

		1,145,913			(60,053	)		1,085,860

Operating loss		(20,841	)		(13,536	)		(34,377	)
Other income (expense):
Interest expense, net		(27,677	)		(18	)		(27,695	)
Other, net		1,649			(79	)		1,570

		(26,028	)		(97	)		(26,125	)

Loss from continuing operations before income taxes		(46,869	)		(13,633	)		(60,502	)
Benefit for income taxes		(31,048	)		(1,767	)		(32,815	)

Net loss from continuing operations		(15,821	)		(11,866	)		(27,687	)
Income (loss) from discontinued operations net of provision (benefit) for income taxes		(20,008	)		11,866			(8,142	)

Net loss		(35,829	)		—			(35,829	)
Less: Income attributable to noncontrolling interest		(1,207	)		—			(1,207	)

Net loss attributable to Willbros Group, Inc.	$	(37,036	)	$	—		$	(37,036	)

Reconciliation of net income (loss) attributable to Willbros Group, Inc. :
Loss from continuing operations	$	(17,028	)	$	(10,659	)	$	(27,687	)
Income (loss) from discontinued operations		(20,008	)		10,659			(9,349	)

Net loss	$	(37,036	)	$	—		$	(37,036	)

Basic income (loss) per share attributable to Company Shareholders:
Loss from continuing operations	$	(0.40	)	$	(0.25	)	$	(0.65	)
Income (loss) from discontinued operations		(0.47	)		0.25			(0.22	)

Net loss	$	(0.87	)	$	—		$	(0.87	)

Diluted income (loss) per share attributable to Company Shareholders:
Loss from continuing operations	$	(0.40	)	$	(0.25	)	$	(0.65	)
Income (loss) from discontinued operations		(0.47	)		0.25			(0.22	)

Net loss	$	(0.87	)	$	—		$	(0.87	)

Weighted average number of common shares outstanding:
Basic		43,013,934			43,013,934			43,013,934

Diluted		43,013,934			43,013,934			43,013,934

(1)	Represents the reclassification of Willbros Middle East Limited and its related subsidiaries from continuing operations to discontinued operations.

WILLBROS GROUP, INC.

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2009

(In thousands, except share and per share amounts)

Unaudited


	Willbros as reported			Pro forma adjustments ⁽¹⁾			Willbros pro forma results
Contract revenue	$	1,185,809		$	(65,368	)	$	1,120,441
Operating expenses:
Contract		1,046,144			(50,919	)		995,225
Amortization of intangibles		6,515			—			6,515
General and administrative		79,971			(1,586	)		78,385
Acquisition costs		2,499			—			2,499
Other charges		12,694			—			12,694

		1,147,823			(52,505	)		1,095,318

Operating income (loss)		37,986			(12,863	)		25,123
Other income (expense):
Interest expense, net		(8,360	)		(51	)		(8,411	)
Other, net		(674	)		(1,043	)		(1,717	)

		(9,034	)		(1,094	)		(10,128	)

Income (loss) from continuing operations before income taxes		28,952			(13,957	)		14,995
Provision (benefit) for income taxes		7,528			(1,525	)		6,003

Net income (loss) from continuing operations		21,424			(12,432	)		8,992
Income (loss) from discontinued operations net of provisions (benefit) for income taxes		(1,784	)		12,432			10,648

Net income		19,640			—			19,640
Less: Income attributable to noncontrolling interest		(1,817	)		—			(1,817	)

Net income attributable to Willbros Group, Inc.	$	17,823		$	—		$	17,823

Reconciliation of net income (loss) attributable to Willbros Group, Inc. :
Income from continuing operations	$	19,607		$	(10,615	)	$	8,992
Income (loss) from discontinued operations		(1,784	)		10,615			8,831

Net income	$	17,823		$	—		$	17,823

Basic income (loss) per share attributable to Company Shareholders:
Loss from continuing operations	$	0.51		$	(0.27	)	$	0.24
Income (loss) from discontinued operations		(0.05	)		0.27			0.22

Net income	$	0.46		$	—		$	0.46

Diluted income (loss) per share attributable to Company Shareholders:
Loss from continuing operations	$	0.50		$	(0.27	)	$	0.23
Income (loss) from discontinued operations		(0.05	)		0.27			0.22

Net loss	$	0.45		$	—		$	0.45

Weighted average number of common shares outstanding:
Basic		38,687,594			38,687,594			38,687,594

Diluted		38,883,077			38,883,077			38,883,077

(1)	Represents the reclassification of Willbros Middle East Limited and its related subsidiaries from continuing operations to discontinued operations.

Attached files

Willbros Group, Inc.\NEW\ Reports

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