Attached files
file | filename |
---|---|
EX-2 - EX-2 - Willbros Group, Inc.\NEW\ | h73134exv2.htm |
EX-99.2 - EX-99.2 - Willbros Group, Inc.\NEW\ | h73134exv99w2.htm |
EX-99.3 - EX-99.3 - Willbros Group, Inc.\NEW\ | h73134exv99w3.htm |
8-K - FORM 8-K - Willbros Group, Inc.\NEW\ | h73134e8vk.htm |
Exhibit 99.1
OUR
COMPANY
We are a leading provider of energy services to global markets
and end-users, primarily serving the oil and gas and
petrochemical industries, which we collectively refer to as the
hydrocarbon industry. Our services, which include
engineering, procurement and construction (either individually
or together as an integrated EPC service offering),
turnaround, maintenance and other specialty services, are
critical to the ongoing expansion and operation of energy
infrastructure. We specialize in designing, constructing, and
maintaining midstream infrastructure, such as oil and gas
pipelines, compressor stations and related facilities, and
downstream infrastructure, particularly in refineries. Our
acquisition of InfrastruX Group, Inc., described below, provides
us with a leading position in the high growth utility
transmission and distribution, or T&D, market
including both power and natural gas services. The acquisition
also enhances our ability to provide a range of services to
unconventional shale gas plays such as Marcellus, Barnett,
Haynesville and Eagle Ford, and improves growth prospects for
additional cross-selling and integrated EPC opportunities.
During our more than
100-year
history, we have developed an international brand and reputation
as a preferred contractor for our ability to meet customer
expectations for quality and schedule, even under demanding
conditions. We have constructed over 124,000 miles of
pipeline globally and have provided our downstream services for
over 100 refineries, primarily in the United States. Because of
our long history, strong reputation for constructing challenging
projects and our broad capabilities, our full-asset lifecycle
services are utilized by a wide variety of global customers. Our
clients include major pipeline transportation companies, such as
Energy Transfer Partners and Kinder Morgan Energy Partners;
integrated oil companies, such as ConocoPhillips and Marathon;
and government entities, including the U.S. Navy and the
U.S. Army Corps of Engineers. We have performed work for
our clients in more than 60 countries.
Through organic growth and a series of strategic acquisitions,
we have significantly expanded the breadth of our service
offerings and end market exposure, while growing our revenues
from continuing operations from $294.5 million in fiscal
2005 to $1,858.6 million for pro forma fiscal 2009,
representing a 58.5% compound annual growth rate. Over this same
period, we have grown our Adjusted EBITDA from continuing
operations from $11.7 million to $134.1 million
for pro forma fiscal 2009. In July 2007, we acquired Midwest
Management Ltd., a provider of pipeline construction, facilities
construction, rehabilitation and maintenance, and fabrication
services, which provided opportunities for us to participate in
large diameter pipeline projects in Canada and complemented our
traditional Canadian activities. In November 2007, we acquired
Integrated Service Company (InServ), a provider of
construction, turnaround, repair and maintenance services, which
complemented our strong position in the midstream infrastructure
market and increased our end-market exposure to refineries and
other downstream facilities. In July 2009, we acquired the
engineering business of Wink Companies, LLC, a provider of
multi-disciplined engineering services, which completed our
Downstream Oil & Gas integrated service offering,
enabling us to provide full EPC execution services to our
downstream customers.
1
THE
ACQUISITION
On March 11, 2010, we announced that we entered into an
agreement to acquire InfrastruX Group, Inc., or
InfrastruX, a leading national provider of electric
and natural gas transmission and distribution infrastructure
services. We refer to this acquisition herein as the
Acquisition. InfrastruX combines its project
management expertise, large skilled workforce and equipment
fleet to provide utilities and energy companies with a broad
range of complementary T&D services, including maintenance,
construction, repair and emergency storm response. InfrastruX is
one of only a small number of service providers that can offer
end-to-end energy infrastructure services, covering
the entire delivery process from the energy source to the end
user. InfrastruX is one of the largest national contractors
serving the utility T&D market based on revenue, and its
comprehensive infrastructure capabilities include maintaining
and constructing overhead and underground electric transmission
lines, substations and distribution lines. In the natural gas
market, InfrastruX serves its customers gas transportation
infrastructure needs from the wellhead to gathering lines,
pipelines, compressor stations and local distribution systems.
To supplement its core offerings, InfrastruX also provides a
range of complementary specialty services, including
CableCURE®
underground cable restoration (which InfrastruX also offers
internationally), utility-line locating and large-bore
directional drilling.
The Acquisition was valued at $480 million on the
announcement date, consisting of approximately $360 million
of cash and approximately 7.9 million newly issued Willbros
common shares to the selling shareholders. The Acquisition will
significantly increase the size and scope of our operations, and
create a leading provider of engineering and construction
services to both the hydrocarbon transport and power T&D
markets. InfrastruXs management team will continue to lead
its T&D business as a new segment of our companythe
Utility T&D segment.
Pro forma for the Acquisition, for the twelve month period ended
March 31, 2010, we had revenues of $1,509.2 million.
In the most recent quarter ended March 31, 2010, we saw
encouraging signs of a recovery in our core markets, which led
to a $74.3 million, or 8.6%, increase in our pro forma
backlog since December 31, 2009. As of this same quarter
end, on a pro forma basis for the Transactions (as defined in
Unaudited pro forma condensed financial statements),
we directly employed a multi-national work force of
approximately 8,400 persons.
OUR MARKETS AND
SERVICES
Our
markets
We believe the long term dynamics supporting both the global
energy infrastructure markets will continue to
provide attractive opportunities.
The upstream oil and gas market has strong demand fundamentals
due to improving global economic conditions, and shifting
geographies of energy supply and demand, which we believe will
support near-term increases in spending. According to the
Oil & Gas Journal, planned pipeline construction
worldwide currently exceeds 66,771 miles expected to be
completed in 2011 and 2012. We believe that the combination of
an expected 44% increase in global energy consumption through
2030, 3.5% worldwide GDP growth and a corresponding increase in
hydrocarbon production will continue to drive this demand for
new pipeline construction over the next several years.
We believe the power T&D market is poised for significant
growth following decades of under-investment. New power lines
will be required to replace or upgrade the existing electric
grid system, which is reaching the end of its
40-50-year
lifespan. Additionally, new transmission lines are required to
connect new power generation and demand centers, particularly to
address increasing requirements for greater renewable power
sources, many of which are located in remote locales. The Edison
Electric Institute estimates 2009 transmission major project
spending (excluding distribution) in the U.S. was approximately
$10 billion and is expected to reach $12 billion by
2011, growing at more than a 7% compound annual growth rate
thereafter through 2020.
2
In the downstream market, many refineries delayed spending for
maintenance and turnaround activities during 2009 and, to a
lesser extent, in 2010 year-to-date. This should increase
near- and intermediate-term capital and maintenance spending in
the sector in order for companies to maintain their through-put
efficiencies and critical safety standards. These services will
also benefit from a recent Environmental Protection Agency
(EPA) mandate to reduce sulfur content in diesel and
gas, which is also driving the need for capital spending in
existing and newly constructed refineries.
Our
services
Following the Acquisition, we will deliver our services through
three distinct operating segments: Upstream Oil & Gas,
Utility T&D, and Downstream Oil & Gas. The table
below sets forth these three operating segments, along with
their portion of our pro forma revenues, the services provided
and representative customers. The majority of the services
outlined below can be offered in a comprehensive package or on
an individual basis.
% of |
||||||||
Pro forma |
||||||||
fiscal 2009 |
||||||||
Segment | revenues | Services provided | Representative customers | |||||
Upstream Oil & Gas |
55 | % |
Ø Pipeline
ConstructionEngineering, design, build and replacement
services for small-diameter gathering and distribution systems,
and large-diameter pipeline transmission systems
|
Enbridge Energy Transfer GuardianONEOK Kinder Morgan NiSource Occidental SESH-Spectra Suncor Energy Syncrude |
||||
Ø Engineering
ServicesEngineering services for new or expanding
pipeline systems, compressor stations, pump stations, fuel
storage facilities, and field gathering and production facilities
|
||||||||
Ø Facilities
ConstructionConstruction of facilities such as pump
stations, flow stations, gas processing facilities, gas
compressor stations and metering stations
|
||||||||
Ø FabricationFabrication
services for engineered structures, process modules, station
headers, valve stations, flare pipes and tips
|
||||||||
Ø OtherSpecialty
technical services associated with: climatic constraints,
environmental impact of river and wetland crossing, seismic
design, hydraulic analysis, directional drilling and procurement
and international oilfield services including rig moving,
fabrication and maintenance services
|
||||||||
Utility T&D
|
30 | % |
Ø Utility
T&D ServicesComprehensive capabilities including
maintaining and constructing overhead and underground electric
transmission lines, substations and distribution lines as well
as natural gas T&D pipelines and related facilities
|
American Electric Power ComEd CoServ Dominion Equitable Resources Oncor |
||||
Ø Emergency
ResponseRepair and maintenance T&D services on an
emergency response basis, for storms and weather-related damage
|
||||||||
Ø Specialty
ServicesUnderground cable restoration, utility-line
locating and large-bore directional drilling
|
3
% of |
||||||||
Pro forma |
||||||||
fiscal 2009 |
||||||||
Segment | revenues | Services provided | Representative customers | |||||
Downstream Oil & Gas |
15 | % |
Ø Turnkey
Project ServicesFully integrated EPC services for new
capacity additions, revamps and new process units
|
British Petroleum Bechtel ConocoPhillips ExxonMobil Flint Hills Resources Marathon U.S. Army Corps of Engineers U.S. Navy Valero |
||||
Ø Construction,
Turnaround and Specialty Welding ServicesComprehensive
services for refractory related projects, furnace re-tube and
revamp projects, stainless and alloy welding services and heavy
rigging and equipment setting
|
||||||||
Ø Manufacturing
ServicesFabrication of specialty equipment including
fluidized catalytic cracker, or FCC, components,
reactors and regenerators, process heater coils and components,
and plate cutting and rolling
|
||||||||
Ø Engineering
ServicesMulti-disciplined engineering services for
hydrocarbon processing, including process units, storage and
fueling facilities, and power infrastructure
|
||||||||
Ø U.S.
Government ServicesEngineering, construction,
assessments, inspections, repair and fueling systems management
services, often on a
Design-Build-Own-Operate-Maintain basis
|
||||||||
Ø Other
ServicesEngineering studies and the installation and
erection of fired heaters, construction and maintenance services
to the above ground storage tank industry and safety services
|
We provide our services on a cost reimbursable, time and
materials, or fixed price (including unit price) basis. Under
the terms of our cost reimbursable and time and materials
contracts, we bill our clients for the services of our employees
on an hourly basis and receive reimbursement for our materials
and other out-of-pocket expenses. Under fixed price contracts,
we typically agree to perform a well defined scope of work at an
agreed price, or specific tasks (or a series of specific tasks)
at an agreed rate. While we assume many of the risks associated
with executing these projects, we are able to assess and price
this risk into the contract, generally affording us a greater
profit opportunity. We utilize our extensive execution
experience as well as a rigorous analytical and detailed
internal risk review process in arriving at our agreed contract
prices. Our fixed price contracts may contain price escalators
in situations of extended duration between when we enter into a
contract and when we expect to complete a project, as well as
other provisions, which may allow us to revisit various
components of costs or price should the scope of our engagement
change. Unit price contracts, which we utilize extensively under
our Master Service Agreements, or MSAs, typically
offer a fixed fee, including margin, for performing a discrete
task. MSAs typically have a one- to five-year duration of
undefined scope or work volume, but help position us as the
pre-qualified contractor of choice for our customers as they
allow the customer to quickly issue a work order under this previously
negotiated agreement. For example, under our
10-year
alliance agreement with Oncor, we serve as the de facto
third-party provider for most of their T&D maintenance
construction services primarily on a unit price basis.
4
OUR COMPETITIVE
STRENGTHS
Our competitive strengths have helped us establish leading
positions in our respective markets. The Acquisition complements
these competitive strengths, which are set forth below on a
combined company basis.
Worldwide brand
recognition and outstanding reputation for successful project
execution
We have developed an international brand and reputation as a
preferred contractor for our ability to meet customer
expectations for quality and schedule, even under demanding
conditions. Over our more than
100-year
history, we have performed work in more than 60 countries,
completing some of the worlds most technically challenging
projects including five natural gas pipeline crossings of the
Andes Mountains as well as a natural gas pipeline crossing of
the Arabian Peninsula. In all, we have completed over
124,000 miles of pipeline construction. The Willbros brand
is widely recognized within our industry. We have a reputation
for delivering timely and cost-effective solutions to the
hydrocarbon markets we serve. While primarily focused on the
North American market in recent years, we maintain a global
presence to capitalize on our execution capabilities and
international reputation. The additional capabilities we are
acquiring with InfrastruX enable us to extend our brand to new
geographies and end markets and further establish ourselves as a
provider of end-to-end services to each of our markets.
Market leader
with diversified revenues
We benefit from diversity in our served markets, service
offerings, contracting arrangements and our high quality
customer base. As a result, our dependence on any one market
segment or individual customer is limited. During 2009, no
customer accounted for more than 15% of our revenues. Our
geographic reach and capabilities serving several end markets
allow us to focus our resources on those markets that provide the
most attractive return opportunities. In addition, our revenues
are generated from a balanced mix of contract types. The composition of our pro forma
combined backlog as of March 31, 2010 consisted of 23% from cost reimbursable (including
time and materials), 44% from unit price based MSAs, and 33% from fixed price contracts.
Our Upstream and Downstream Oil & Gas business
segments provide recurring revenues generated from our
significant program management, maintenance and field services
capabilities, which complement our service offerings targeted
toward capital budgets. The Acquisition further diversifies our
business mix, expands our recurring revenue base and complements
our existing pipeline capabilities while adding a leadership
position in the large and fast-growing power T&D market for
which major project capital investment is forecasted to grow at
a compound annual growth rate of more than 7% through 2020.
The Acquisition extends our capabilities to address emerging
shale gas plays and improves growth prospects for additional
cross-selling and integrated EPC opportunities, particularly for
midstream offerings within these shale gas plays, such as the
Marcellus, Barnett, Haynesville and Eagle Ford.
Critical scale,
extensive geographic presence, and strong equipment
base
We have a significant presence across most major North American
oil and gas exploration, production and refining regions, as
well as in certain key power markets including the Southwest,
Midwest and Eastern United States. As of March 31, 2010, we
maintained an equipment fleet consisting of 2,300 units of
heavy construction machinery, 3,800 service vehicles, as well as
a variety of other fabrication and specialty services equipment.
Our equipment fleet as of such date had a depreciated book value
of $278 million. As of such date, we directly employed
approximately 8,400 individuals. Our equipment fleet and
skilled workforce can be mobilized quickly to allow us to
address new opportunities throughout North America as they
arise. Our extensive geographic coverage and international
experience also allow us to serve customers whose operations
span multiple states and regions within the United States, as
well as to provide our services to many of our multi-national
customers on a global basis. We believe our critical scale,
extensive geographic presence and strong equipment base serve as
a competitive advantage
5
relative to many of our smaller competitors and position us
to assist our current and future customers in their global
hydrocarbon and electric construction and maintenance needs.
Strong long-term customer base
We have long-standing relationships with many of our customers,
most of whom are integrated majors, large independents and, in
North America, utilities and energy companies, natural gas
transportation companies and Canadian oil sands operators. Many
of our largest customers have worked with us for over
20 years, with several customers having contracted with us
multiple times during that period to construct large pipelines
and facility projects as well as perform recurring maintenance,
engineering and project management services. Our relationships
with Shell, Oncor and American Electric Power, for example, span
more than 50 years. The foundation of these long-term
customer relationships has been, and will continue to be, the
comprehensive, cost-efficient and timely services we provide.
Our relationships with our core group of customers often allow
us to integrate ourselves into the project planning stage which
we believe increases the likelihood of expanding these
relationships and securing additional work. In many cases, this
allows us to procure work on a negotiated basis, as opposed to
competitively bid basis, which typically reduces our execution
risk and provides for enhanced operating margins. In addition,
these long-term relationships often lead to cross-selling
opportunities as many customers prefer the efficiency gained
from dealing with fewer, trusted service providers.
Experienced
management and operations team with proven track
record
Our management team and skilled workforce include professionals
with significant industry and technical expertise. Our senior
executive team averages over 20 years of relevant industry
experience and many of them have led projects both domestically
and overseas. In addition, our field leadership team brings
significant and diverse global energy infrastructure project
management construction experience. Our combined senior
management and field leadership teams have a proven ability to
assess, quantify and manage project risk both within North
America and in more challenging international regions. Finally,
our senior executive team has demonstrated a strong competency
to supplement organic growth through identifying and acquiring
new businesses, and subsequently integrating and cross selling
services from acquired companies. The current management team
has grown our revenues from continuing operations from
$294.5 million in fiscal 2005 to $1,858.6 million for
pro forma fiscal 2009, representing a 58.5% compound annual
growth rate. The combined management team, along with our
skilled workforce, positions us to successfully execute on our
strategy and our future growth objectives.
OUR
STRATEGY
Capitalize on
integrated life cycle capabilities to expand share of customer
spend
We believe customers are increasingly seeking service providers
with national and international scale who can deliver multiple lines
of service under a single point of contact and management
structure. Through our combined operations, we are able to
provide our oil and gas, power and government customers an
integrated suite of critical services from the energy source
through to the end user, including production, processing,
transport and ultimate delivery to the end user. We have the
experience and capability to deliver any of our engineering,
construction, program management, operations management, life
extension and maintenance services discretely or as an
integrated package to our customers. We are increasingly
targeting customers with a broad need for infrastructure
development services where we can bring to bear integrated
offerings to meet their needs more efficiently.
We believe our engineering and program management
expertise allow us to position ourselves early in any project
development, expand our role during the life of the project and
also serve as the basis for an ongoing role in managing
maintenance programs. Maintenance program management supports
our effort to balance our revenue across capital and recurring
maintenance spends, while also allowing us to develop an
expanded relationship with our customers, providing greater
visibility into their future spending needs. Similarly,
construction services
6
can be delivered to support new capital investment projects as
well as our customers recurring maintenance, upgrade and
replacement initiatives. Our long-term alliance agreements with
Oncor and NiSource, for example, represent an enhanced
manifestation of this strategy and are indicative of the value
proposition we are able to provide to our customers. We will
continue to target customers who recognize the quality and
breadth of service we can deliver and with whom we can build
similar long-term relationships.
Capitalize on our
geographic presence and reputation to deliver a broader service
offering
Our nationwide footprint provides us a platform to efficiently
and cost-effectively deliver a wider array of services,
particularly in key emerging energy locales such as the
unconventional shale gas plays and developing wind generation
corridors. In the Marcellus shale area, InfrastruXs
existing presence will allow us to augment their current
pipeline capabilities with our engineering, program management
and large diameter pipeline construction expertise, positioning
us to more effectively capitalize on the development of that
attractive gas resource. Similarly in other shale areas, such as
the Barnett and Haynesville, we have significant recent
experience and a strong brand and will benefit from the expanded
small diameter gathering system and horizontal directional
drilling capabilities of InfrastruX. In our electric end
markets, we will provide engineering and program management
services to support new project development, as well as
maintenance activities, while also identifying opportunities
with our downstream customers to introduce the electric
offering, particularly the UtilX
CableCURE®
product. Similar to our current initiatives focused on
delivering downstream expertise through our Canadian and North
African operations, we will also utilize our positions in key
areas in the United States to leverage our existing local
customer and labor relationships, supplemented with key
technical resources from our business units, to cost-effectively
introduce and cross-sell services.
While we pursue these opportunities, we are also selectively
evaluating prospects to expand our core capabilities beyond our
current markets. We intend to utilize our project management,
engineering and construction skills, as well as our broad
geographic delivery platform, to establish additional service
offerings, such as power generation services, instrumentation
and electrical services, turbo-machinery services and
environmental services.
Leverage core
service expertise into additional full EPC contracts
Our core expertise and service offerings allow us to provide our
customers with a single source EPC solution, which creates
greater efficiencies to the benefit of both our customers and
our company. In performing integrated EPC contracts, we often
perform front-end engineering and design services, while
establishing ourselves as overall project managers from the
earliest stages of project inception, and are therefore better
positioned to efficiently determine the design, permitting,
procurement and construction sequence for a project in
connection with making engineering decisions. Our customers
benefit from a more seamless execution, while these contracts
often enable us to more efficiently deploy our resources in
pursuit of enhanced revenue opportunities relative to the
revenue associated with stand-alone contracts for similar
services. We believe significant EPC opportunities exist across
all of our key end markets, particularly in the development of
unconventional gas shale plays and in the electrical
transmission market where integrated EPC services have not been
widely available to our customers.
Increase our
operating flexibility
As we continue to advance our objective of increased exposure to
maintenance budget dollars and optimization of resource
utilization, it is important for us to proactively manage our
key human and capital resources. We target an optimal mix of
owned and leased equipment in order to provide us the
flexibility to re-balance our fleet size according to changing
market dynamics. Additionally, much of our workforce is
variable, as is typical in project-based work, allowing us to
scale our labor component as needed. To support our labor
strategy, we have implemented substantive technical and
professional training in areas such as project management to
improve the skill set of our employees. We believe a
7
better trained work force will increase our flexibility to move
our personnel resources across business activities, providing
the best person for the job, and optimizing our utilization of
these employees.
Focus on managing
risk
Risk management is a critical component of everything we do. We
maintain a series of rigorous risk management processes and
procedures to address risk throughout our business. Potential
projects are evaluated by a technically diverse team of
professionals with expertise across all relevant elements of a
job, including, among others, operations, finance, tax, and
legal. These reviews begin at the earliest stage of determining
whether or not to expend resources to pursue additional
information regarding a specific project and continue with the
execution team through the life of the project. Our systems and
procedures for actively managing ongoing projects are robust and
proven. We assess and manage our risk in an effort to maintain a
balanced contract portfolio, based on project size, geography,
customer base and contract mix. We will continue to employ an
active and rigorous approach to managing all elements of risk
within our business.
Maintain
financial flexibility
Maintaining the financial flexibility to meet the material,
equipment and personnel needs to support our project
commitments, as well as the ability to pursue our expansion and
diversification objectives is critical to our growth. We view
financial strength and flexibility as a fundamental requirement
to growing our business. Pro forma for the Transactions, as of
March 31, 2010, we maintain meaningful flexibility to
support our business, as evidenced by our cash, cash equivalents
and short-term investments balance of $130 million, and a
$175 million revolving credit facility, subject to a
$150 million borrowing sub-limit, which
is currently undrawn. We currently have only
$62 million of outstanding letters of credit. This
flexibility allows us to focus on the highest return projects
available as well as prudently pursue selective growth
initiatives.
TRANSACTION
FINANCING OVERVIEW
On March 11, 2010, we announced that we entered into an
agreement to acquire InfrastruX Group, Inc. from Tenaska Power
Fund, L.P. and other minority shareholders for a mix of cash and
stock consideration valued at $480 million on the date of
announcement. The consideration consists of approximately
$360 million of cash and approximately 7.9 million
shares in Willbros common stock issued to the selling shareholders. In connection with the
Acquisition, we announced financing commitments from certain
banks sufficient to, when combined with our existing cash,
finance the cash portion of the Acquisition consideration. We
may be obligated to make earn-out payments to Tenaska Power
Fund, L.P. and other minority shareholders of up to an
aggregate of $125 million, $40 million of which could
become payable in 2011, and the balance of which could become
payable in 2012 if certain financial performance targets are
met.
We are establishing a new
senior secured credit facility, which will consist of a new
three-year revolving credit facility of $175 million and a
new four-year senior secured term loan of $50 million. We
intend to use the net proceeds from the offering of senior secured
second lien notes,
a portion of existing cash on hand and borrowings under our senior
secured term loan facility to finance the cash portion of the
Acquisition consideration.
8
PRO FORMA
CORPORATE STRUCTURE
The following diagram sets forth a summary of the key elements
of our corporate structure and certain financing arrangements as
they will be in place immediately following the completion of
the Acquisition.
For the twelve months ended March 31, 2010, on a pro forma
basis for the Transactions, our non-guarantor subsidiaries
represented approximately 18% of our net sales. In addition, as of March 31, 2010, on a pro
forma basis for the Transactions, these subsidiaries would have
held 14% of our combined assets and would have held 7% of our
combined liabilities (including trade payables), to which the
notes would have been structurally subordinated.
9
Summary historical
and pro forma financial information
The summary historical financial information presented below for
each of the years in the three-year period ended
December 31, 2009 have been derived from, and should be
read together with, our audited consolidated financial
statements and the accompanying notes included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2009.
The summary historical financial information presented below for
the three months ended March 31, 2010 and 2009 have been
derived from, and should be read together with, our unaudited
condensed consolidated financial statements and the accompanying
notes included in our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2010. The results of
operations for interim periods are not necessarily indicative of
the operating results that may be expected for the entire year
or any future period.
The summary historical financial information presented below are
qualified in their entirety by the more detailed information
appearing in our historical financial statements and the related
notes.
The summary pro forma financial information presented below for
the year ended December 31, 2009 and the three months ended
March 31, 2010 have been derived from, and should be read
together with, our unaudited pro forma condensed financial
statements and the accompanying notes included in this Current
Report on Form 8-K. The unaudited pro forma condensed financial
statements give pro forma effect to the following transactions
as if they had occurred on January 1, 2009, in the case of
statement of operations data, and March 31, 2010, in the
case of balance sheet data:
Ø | our acquisition of InfrastruX; |
Ø | our offering of $250 million of senior secured second lien notes; |
Ø | our borrowing of $50 million under our new term loan facility; and |
Ø | our payment of $12.9 million of estimated fees of Willbros paid at closing in connection with the Transactions (as defined under Unaudited pro forma condensed financial statements), which is net of original issue discount estimated to be $3.25 million. |
We derived the summary pro forma statement of operations for the
twelve months ended March 31, 2010 from the unaudited pro
forma condensed statements of operations provided herein by
adding our pro forma condensed statement of operations for the
year ended December 31, 2009 to our pro forma condensed
statement of operations for the three months ended
March 31, 2010 and subtracting therefrom our pro forma
condensed statement of operations for the three months ended
March 31, 2009.
The summary pro forma financial information do not purport to
reflect the results of operations that would have occurred if
the Transactions had actually occurred on January 1, 2009
or March 31, 2010. We have based the adjustments necessary
to fairly present the unaudited pro forma condensed financial
data on available information and believe the adjustments are
reasonable. We provide the summary pro forma financial
information for illustrative purposes only, and you should not
view them as a projection or forecast of our performance for any
future period.
The summary pro forma financial information presented below are
qualified in their entirety by the more detailed information
appearing in our unaudited pro forma condensed financial
statements and the related notes included in this Current
Report on Form 8-K.
10
Actual | Pro forma | |||||||||||||||||||||||||||||||
Three |
Last twelve |
|||||||||||||||||||||||||||||||
Three months
ended |
Year ended |
months ended |
months ended |
|||||||||||||||||||||||||||||
Year ended December 31, | March 31, |
December 31, |
March 31, |
March 31, |
||||||||||||||||||||||||||||
2007 | 2008 | 2009 | 2009 | 2010 | 2009 | 2010 | 2010 | |||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||||||||||||||
Statement of Operations Data:
|
||||||||||||||||||||||||||||||||
Contract revenue
|
$ | 947,691 | $ | 1,912,704 | $ | 1,259,818 | $ | 463,926 | $ | 136,996 | $ | 1,858,594 | $ | 267,224 | $ | 1,509,151 | ||||||||||||||||
Operating expenses:
|
||||||||||||||||||||||||||||||||
Contract(1)
|
845,743 | 1,650,156 | 1,115,094 | 407,385 | 132,017 | 1,664,306 | 256,524 | 1,370,190 | ||||||||||||||||||||||||
Amortization of
intangibles(1)
|
794 | 10,420 | 6,515 | 2,588 | 952 | 18,607 | 3,975 | 16,971 | ||||||||||||||||||||||||
General and
administrative(1)
|
68,071 | 120,031 | 88,133 | 23,024 | 24,990 | 151,992 | 40,923 | 154,479 | ||||||||||||||||||||||||
Goodwill impairment
|
| 62,295 | | | | | | | ||||||||||||||||||||||||
Other charges
|
| | 12,694 | 4,834 | (181 | ) | 12,694 | (181 | ) | 7,679 | ||||||||||||||||||||||
Government fines
|
22,000 | | | | | | | | ||||||||||||||||||||||||
Operating income
|
11,083 | 69,802 | 37,382 | 26,095 | (20,782 | ) | 10,995 | (34,017 | ) | (40,168 | ) | |||||||||||||||||||||
Interest expense, net
|
(6,055 | ) | (9,032 | ) | (8,328 | ) | (2,104 | ) | (2,107 | ) | (39,118 | ) | (9,810 | ) | (39,139 | ) | ||||||||||||||||
Other income (expense)
|
(3,477 | ) | 7,883 | 820 | 325 | 1,971 | 4,732 | 2,276 | 6,709 | |||||||||||||||||||||||
Loss on early extinguishment of debt
|
(15,375 | ) | | | | | | | | |||||||||||||||||||||||
Income (loss) from continuing operations before income taxes
|
(13,824 | ) | 68,653 | 29,874 | 24,316 | (20,918 | ) | (23,391 | ) | (41,551 | ) | (72,598 | ) | |||||||||||||||||||
Provision (benefit) for income taxes
|
14,503 | 25,942 | 8,737 | 8,240 | (8,140 | ) | (6,356 | ) | (10,959 | ) | (17,989 | ) | ||||||||||||||||||||
Income (loss) from continuing operations
|
(28,327 | ) | 42,711 | 21,137 | 16,076 | (12,778 | ) | (17,035 | ) | (30,592 | ) | (54,609 | ) | |||||||||||||||||||
Income (loss) from discontinued operations net of provision for
income taxes
|
(21,414 | ) | 2,757 | (1,497 | ) | 160 | (270 | ) | (1,497 | ) | (270 | ) | (1,927 | ) | ||||||||||||||||||
Net income (loss)
|
(49,741 | ) | 45,468 | 19,640 | 16,236 | (13,048 | ) | (18,532 | ) | (30,862 | ) | (56,536 | ) | |||||||||||||||||||
Less: Income attributable to noncontrolling interest
|
(2,210 | ) | (1,836 | ) | (1,817 | ) | (747 | ) | (256 | ) | (1,817 | ) | (256 | ) | (1,326 | ) | ||||||||||||||||
Net income (loss) attributable to Willbros Group, Inc.
|
$ | (51,951 | ) | $ | 43,632 | $ | 17,823 | $ | 15,489 | $ | (13,304 | ) | $ | (20,349 | ) | $ | (31,118 | ) | $ | (57,862 | ) | |||||||||||
Reconciliation of net income attributable to Willbros Group,
Inc.:
|
||||||||||||||||||||||||||||||||
Income (loss) from continuing operations
|
$ | (30,537 | ) | $ | 40,875 | $ | 19,320 | $ | 15,329 | $ | (13,034 | ) | $ | (18,852 | ) | $ | (30,848 | ) | $ | (55,935 | ) | |||||||||||
Income (loss) from discontinued operations
|
(21,414 | ) | 2,757 | (1,497 | ) | 160 | (270 | ) | (1,497 | ) | (270 | ) | (1,927 | ) | ||||||||||||||||||
Net income (loss) attributable to Willbros Group, Inc.
|
$ | (51,951 | ) | $ | 43,632 | $ | 17,823 | $ | 15,489 | $ | (13,304 | ) | $ | (20,349 | ) | $ | (31,118 | ) | $ | (57,862 | ) | |||||||||||
Cash Flow Data:
|
||||||||||||||||||||||||||||||||
Cash provided by (used in):
|
||||||||||||||||||||||||||||||||
Operating activities
|
$ | (15,793 | ) | $ | 191,748 | $ | 53,867 | $ | 58,304 | $ | (288 | ) | ||||||||||||||||||||
Investing activities
|
(150,601 | ) | (11,725 | ) | (34,036 | ) | (3,140 | ) | (3,112 | ) | ||||||||||||||||||||||
Financing activities
|
219,340 | (60,044 | ) | (35,056 | ) | (6,827 | ) | (5,378 | ) | |||||||||||||||||||||||
Effect of exchange rate changes
|
2,297 | (5,001 | ) | 6,135 | (639 | ) | 843 |
(footnotes on following
page)
11
Actual | Pro forma | |||||||||||||||||||||||||||||||
Three |
Last twelve |
|||||||||||||||||||||||||||||||
Three months
ended |
Year ended |
months ended |
months ended |
|||||||||||||||||||||||||||||
Year ended December 31, | March 31, |
December 31, |
March 31, |
March 31, |
||||||||||||||||||||||||||||
2007 | 2008 | 2009 | 2009 | 2010 | 2009 | 2010 | 2010 | |||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||||||||||||||
Balance Sheet Data (at period end):
|
||||||||||||||||||||||||||||||||
Cash and cash equivalents
|
$ | 92,886 | $ | 207,864 | $ | 198,774 | $ | 255,562 | $ | 190,839 | $ | 114,419 | ||||||||||||||||||||
Working capital
|
202,296 | 280,441 | 297,294 | 307,164 | 231,615 | 252,894 | ||||||||||||||||||||||||||
Total assets
|
778,391 | 787,344 | 728,378 | 793,421 | 720,317 | 1,392,517 | ||||||||||||||||||||||||||
Total liabilities
|
375,666 | 343,209 | 240,383 | 334,721 | 241,704 | 794,199 | ||||||||||||||||||||||||||
Total debt
|
141,578 | 120,514 | 104,037 | 117,710 | 112,769 | 418,529 | ||||||||||||||||||||||||||
Stockholders equity
|
402,725 | 444,135 | 487,995 | 458,700 | 478,613 | 598,318 | ||||||||||||||||||||||||||
Other Financial Data (excluding discontinued operations):
|
||||||||||||||||||||||||||||||||
Backlog (at period
end)(2)
|
$ | 1,305,441 | $ | 655,494 | $ | 391,742 | $ | 538,205 | $ | 484,383 | 867,035 | 941,314 | 941,314 | |||||||||||||||||||
Capital expenditures, excluding acquisitions
|
74,548 | 53,048 | 13,107 | 3,185 | 5,805 | 41,085 | 13,826 | 38,598 | ||||||||||||||||||||||||
EBITDA from continuing
operations(3)
|
10,696 | 183,047 | 77,245 | 36,902 | (10,594 | ) | 99,062 | (12,238 | ) | 48,646 | ||||||||||||||||||||||
Adjusted EBITDA from continuing
operations(3)
|
29,323 | 187,618 | 103,486 | 44,399 | (6,250 | ) | 134,140 | (6,634 | ) | 81,025 | ||||||||||||||||||||||
Number of employees (at period end):
|
5,475 | 6,512 | 3,714 | 6,014 | 4,315 | 7,684 | 8,436 | 8,436 |
(1) | Historically, we have shown depreciation and amortization as a separate line item on our Consolidated Statements of Operations. Effective for the fiscal year ended December 31, 2007, depreciation and amortization related to operating activities is included in Contract, and depreciation and amortization related to general and administrative activities is included in General and administrative (G&A). This change in presentation was made to bring our presentation of financial results in line with our peers and provide greater comparability of our results within the industry. | |
(2) | Backlog is anticipated contract revenue from uncompleted portions of existing contracts and contracts whose award is reasonably assured. | |
(3) | EBITDA from continuing operations represents earnings from continuing operations before net interest, income taxes, depreciation and amortization and impairment of intangible assets. EBITDA from continuing operations is not intended to represent cash flows for the respective period, nor has it been presented as an alternative to operating income from continuing operations as an indicator of operating performance. It should not be considered in isolation or as a substitute for measures of performance prepared in accordance with accounting principles generally accepted in the United States. EBITDA from continuing operations is included in this Current Report on Form 8-K because it is one of the measures through which we assess our financial performance. We use EBITDA from continuing operations as part of our overall assessment of financial performance by comparing EBITDA between accounting periods. We believe that EBITDA from continuing operations is used by the financial community as a method of measuring our performance and of evaluating the market value of companies considered to be in businesses similar to ours. EBITDA from continuing operations as presented may not be comparable to other similarly titled measures used by other companies. A reconciliation of EBITDA from continuing operations to GAAP financial information is provided in the table below. |
In addition to EBITDA from continuing operations, management
uses Adjusted EBITDA from continuing operations for:
Ø | comparing normalized operating results with corresponding historical periods and with the operational performance of other companies in our industry; and |
Ø | presentations made to our analysts, investment banks and other members of the financial community who use this information in order to make investing decisions about us. |
Adjustments to EBITDA from continuing operations broadly consist
of items that management does not consider to be representative
of our ongoing operations. These generally include costs or
benefits that are unusual, non-cash or one-time in nature. These
adjustments are included in various performance metrics under
our credit facilities and other financing arrangements. The
EBITDA adjustments to determine Adjusted EBITDA from continuing
operations are itemized in the below table. You are encouraged
to evaluate these adjustments and the reasons we consider them
appropriate for supplemental analysis. In evaluating Adjusted
EBITDA from continuing operations, you should be
12
aware that in the future we may incur expenses that are the same
as, or similar to, some of the adjustments in this presentation.
Our presentation of Adjusted EBITDA from continuing operations
should not be construed as an inference that our future results
will be unaffected by unusual or non-recurring items. Adjusted
EBITDA from continuing operations is not a financial measurement
recognized under U.S. generally accepted accounting principles,
or GAAP, and when analyzing our operating performance, investors
should use Adjusted EBITDA from continuing operations in
addition to, and not as an alternative for, net income,
operating income, or any other performance measure derived in
accordance with GAAP, or as an alternative to cash flow from
operating activities as a measure of our liquidity. Because all
companies do not use identical calculations, our presentation of
Adjusted EBITDA from continuing operations may be different from
similarly titled measures of other companies.
Actual | Pro forma | |||||||||||||||||||||||||||||||
Three months |
Last twelve |
|||||||||||||||||||||||||||||||
Three months
ended |
Year ended |
ended |
months ended |
|||||||||||||||||||||||||||||
Year ended December 31, | March 31, |
December 31, |
March 31, |
March 31, |
||||||||||||||||||||||||||||
2007 | 2008 | 2009 | 2009 | 2010 | 2009 | 2010 | 2010 | |||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||||||||||||||
Reconciliation of non-GAAP financial measure:
|
||||||||||||||||||||||||||||||||
Income (loss) from continuing operations attributable to
Willbros Group, Inc.
|
$ | (30,537 | ) | $ | 40,875 | $ | 19,320 | $ | 15,329 | $ | (13,034 | ) | $ | (18,852 | ) | $ | (30,848 | ) | $ | (55,935 | ) | |||||||||||
Interest expense, net
|
6,055 | 9,032 | 8,328 | 2,104 | 2,107 | 39,118 | 9,810 | 39,139 | ||||||||||||||||||||||||
Provision (benefit) for income taxes
|
14,503 | 25,942 | 8,737 | 8,240 | (8,140 | ) | (6,356 | ) | (10,959 | ) | (17,989 | ) | ||||||||||||||||||||
Depreciation and amortization
|
20,675 | 44,903 | 40,860 | 11,229 | 8,473 | 85,152 | 19,759 | 83,431 | ||||||||||||||||||||||||
Goodwill impairment
|
| 62,295 | | | | | | | ||||||||||||||||||||||||
EBITDA from continuing operations
|
10,696 | 183,047 | 77,245 | 36,902 | (10,594 | ) | 99,062 | (12,238 | ) | 48,646 | ||||||||||||||||||||||
Stock based compensation
|
4,087 | 11,652 | 13,231 | 3,675 | 2,010 | 15,197 | 2,373 | 13,561 | ||||||||||||||||||||||||
Restructuring and reorganization costs*
|
| | 9,011 | 3,755 | (181 | ) | 9,011 | (181 | ) | 5,612 | ||||||||||||||||||||||
Acquisition related costs
|
| 2,499 | 93 | 796 | 2,499 | 796 | 3,202 | |||||||||||||||||||||||||
DOJ monitor costs
|
| | 2,582 | | 3,324 | 2,582 | 3,324 | 5,907 | ||||||||||||||||||||||||
(Gain) loss on sale of equipment
|
(835 | ) | (7,081 | ) | (1,082 | ) | (26 | ) | (1,605 | ) | (1,657 | ) | (1,830 | ) | (3,411 | ) | ||||||||||||||||
Loss on early extinguishment of debt
|
15,375 | | | | | | | | ||||||||||||||||||||||||
Acquisition, restructuring and other InfrastruX
|
| | | | | 7,446 | 1,122 | 7,508 | ||||||||||||||||||||||||
Adjusted EBITDA from continuing operations attributable to
Willbros Group, Inc.
|
$ | 29,323 | $ | 187,618 | $ | 103,486 | $ | 44,399 | $ | (6,250 | ) | $ | 134,140 | $ | (6,634 | ) | $ | 81,025 | ||||||||||||||
* | Excludes the impact of accelerated vesting of restricted stock, which has been included in stock based compensation already added back. |
13