Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Willbros Group, Inc.\NEW\ | d897077d8k.htm |
| EX-2.1 - EX-2.1 - Willbros Group, Inc.\NEW\ | d897077dex21.htm |
| EX-4.1 - EX-4.1 - Willbros Group, Inc.\NEW\ | d897077dex41.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, 2014 |
2 | |||
| Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2014 |
3 | |||
| Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2013 |
4 | |||
| Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements |
5 | |||
Unaudited pro forma condensed consolidated financial statements
On March 17, 2015, Willbros Group, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement dated as of such date (the “Purchase Agreement”), by and among Novinium, Inc., a Delaware corporation, as purchaser (“Novinium”), Willbros Utility T&D Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the “Seller”), and the Company. On March 19, 2015, pursuant to the terms of the Purchase Agreement, Novinium acquired all of the equity interests of UTILX Corporation (“UTILX”) from the Seller at the closing. Novinium paid closing consideration of approximately $40,000,000 in cash, of which $500,000 was deposited into an escrow account for a period of six months to cover post-closing adjustments and any indemnification obligations of Seller. The closing consideration is subject to a working capital and other typical post-closing adjustments.
The Purchase Agreement includes a guaranty by the Company of each of the obligations of the Seller thereunder including certain indemnification obligations. The Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties to the agreement.
The following unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2014 and year ended December 31, 2013 are based on the Company’s historical consolidated statements of operations, and give effect to the sale of UTILX as if it had occurred on January 1, 2013. The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2014 is based on the Company’s historical balance sheet as of that period, and gives effect to the sale of UTILX as if it had occurred on September 30, 2014.
The unaudited pro forma condensed consolidated financial statements include specific assumptions and adjustments related to the sale of UTILX. The adjustments are based upon presently available information and assumptions that management believes are reasonable under the circumstances as of the date of this filing. However, actual adjustments may differ materially from the information presented. The unaudited pro forma condensed consolidated financial statements, including notes thereto, should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2013, contained in its Annual Report on Form 10-K, as well as in conjunction with the Company’s unaudited condensed consolidated financial statements and notes thereto for the three and nine months ended September 30, 2014 contained in its Quarterly Report on Form 10-Q.
The unaudited pro forma condensed consolidated financial information presented is for informational purposes only. It is not intended to represent or be indicative of the consolidated results of operations or financial position that would have occurred had the sale of UTILX been completed as of the dates presented nor is it intended to be indicative of future results of operations or financial position.
1
WILLBROS GROUP, INC.
Pro Forma Condensed Consolidated Balance Sheet
September 30, 2014
(In thousands)
Unaudited
| Willbros as reported |
Pro forma adjustments |
Willbros pro forma results |
||||||||||
| Current assets: |
||||||||||||
| Cash and cash equivalents |
$ | 48,935 | $ | (289 | )(a) | $ | 48,646 | |||||
| Accounts receivable, net |
388,359 | (9,924 | )(a) | 378,435 | ||||||||
| Contract cost and recognized income not yet billed |
52,029 | — | 52,029 | |||||||||
| Prepaid expenses and other assets |
34,983 | (161 | )(a) | 34,822 | ||||||||
| Parts and supplies inventories |
3,728 | (2,371 | )(a) | 1,357 | ||||||||
| Deferred income taxes |
5,571 | — | 5,571 | |||||||||
| Assets held for sale |
9,165 | — | 9,165 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total current assets |
542,770 | (12,745 | ) | 530,025 | ||||||||
| Property, plant & equipment |
97,840 | (1,158 | )(a) | 96,682 | ||||||||
| Intangible assets, net |
118,318 | (14,687 | )(a) | 103,631 | ||||||||
| Other assets |
26,019 | — | 26,019 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total assets |
$ | 784,947 | $ | (28,590 | ) | $ | 756,357 | |||||
|
|
|
|
|
|
|
|||||||
| Current liabilities: |
||||||||||||
| Accounts payable and accrued liabilities |
$ | 268,719 | $ | (7,004 | )(a) | $ | 261,715 | |||||
| Contract billings in excess of cost and recognized income |
22,817 | — | 22,817 | |||||||||
| Current portion of capital lease obligations |
880 | — | 880 | |||||||||
| Notes payable and current portion of long-term debt |
6,018 | — | 6,018 | |||||||||
| Current portion of settlement obligation of discontinued operations |
32,750 | — | 32,750 | |||||||||
| Accrued income taxes |
3,638 | — | 3,638 | |||||||||
| Liabilities held for sale |
5,466 | — | 5,466 | |||||||||
| Other current liabilities |
6,924 | — | 6,924 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total current liabilities |
347,212 | (7,004 | ) | 340,208 | ||||||||
| Long-term debt |
233,604 | (40,000 | )(b) | 193,604 | ||||||||
| Capital lease obligations |
705 | — | 705 | |||||||||
| Long-term liabilities for unrecognized tax benefits |
1,468 | — | 1,468 | |||||||||
| Deferred income taxes |
7,753 | — | 7,753 | |||||||||
| Other long-term liabilities |
47,101 | (3,042 | )(a) | 44,059 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total liabilities |
637,843 | (50,046 | ) | 587,797 | ||||||||
| Stockholders equity: |
||||||||||||
| Attributable to Willbros Group, Inc. |
146,815 | 21,456 | (c) | 168,271 | ||||||||
| Noncontrolling interest |
289 | — | 289 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total stockholders’ equity |
147,104 | 21,456 | 168,560 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total liabilities and stockholders’ equity |
$ | 784,947 | $ | (28,590 | ) | $ | 756,357 | |||||
|
|
|
|
|
|
|
|||||||
2
WILLBROS GROUP, INC.
Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2014
(In thousands, except share and per share amounts)
Unaudited
| Willbros as reported |
Pro forma adjustments |
Willbros pro forma results |
||||||||||
| Contract revenue |
$ | 1,576,021 | $ | (48,772 | )(d) | $ | 1,527,249 | |||||
| Operating expenses: |
||||||||||||
| Contract |
1,435,106 | (38,395 | )(d) | 1,396,711 | ||||||||
| Amortization of intangibles |
9,306 | (1,209 | )(d) | 8,097 | ||||||||
| General and administrative |
119,280 | (5,342 | )(d) | 113,938 | ||||||||
|
|
|
|
|
|
|
|||||||
| 1,563,692 | (44,946 | ) | 1,518,746 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating income |
12,329 | (3,826 | ) | 8,503 | ||||||||
| Other expense: |
||||||||||||
| Interest expense, net |
(22,662 | ) | 3,089 | (e) | (19,573 | ) | ||||||
| Loss on early extinguishment of debt |
(948 | ) | — | (948 | ) | |||||||
| Other, net |
(453 | ) | 2 | (d) | (451 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| (24,063 | ) | 3,091 | (20,972 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Loss from continuing operations before income taxes |
(11,734 | ) | (735 | ) | (12,469 | ) | ||||||
| Provision for income taxes |
9,283 | — | 9,283 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net loss from continuing operations |
$ | (21,017 | ) | $ | (735 | ) | $ | (21,752 | ) | |||
|
|
|
|
|
|
|
|||||||
| Basic loss per share: |
||||||||||||
| Loss from continuing operations |
$ | (0.43 | ) | $ | (0.01 | ) | $ | (0.44 | ) | |||
|
|
|
|
|
|
|
|||||||
| Diluted loss per share: |
||||||||||||
| Loss from continuing operations |
$ | (0.43 | ) | $ | (0.01 | ) | $ | (0.44 | ) | |||
|
|
|
|
|
|
|
|||||||
| Weighted average number of common shares outstanding: |
||||||||||||
| Basic |
49,201,697 | 49,201,697 | 49,201,697 | |||||||||
|
|
|
|
|
|
|
|||||||
| Diluted |
49,201,697 | 49,201,697 | 49,201,697 | |||||||||
|
|
|
|
|
|
|
|||||||
3
WILLBROS GROUP, INC.
Pro Forma Condensed Consolidated Statement of Operations
For the Twelve Months Ended December 31, 2013
(In thousands, except share and per share amounts)
Unaudited
| Willbros as reported |
Pro forma adjustments |
Willbros pro forma results |
||||||||||
| Contract revenue |
$ | 2,018,783 | $ | (61,034 | )(d) | $ | 1,957,749 | |||||
| Operating expenses: |
||||||||||||
| Contract |
1,801,870 | (48,613 | )(d) | 1,753,257 | ||||||||
| Amortization of intangibles |
15,082 | (1,605 | )(d) | 13,477 | ||||||||
| General and administrative |
167,700 | (6,068 | )(d) | 161,632 | ||||||||
|
|
|
|
|
|
|
|||||||
| 1,984,652 | (56,286 | ) | 1,928,366 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating income |
34,131 | (4,748 | ) | 29,383 | ||||||||
| Other expense: |
||||||||||||
| Interest expense, net |
(30,729 | ) | 3,933 | (e) | (26,796 | ) | ||||||
| Loss on early extinguishment of debt |
(11,573 | ) | — | (11,573 | ) | |||||||
| Other, net |
(731 | ) | (3 | )(d) | (734 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| (43,033 | ) | 3,930 | (39,103 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Loss from continuing operations before income taxes |
(8,902 | ) | (818 | ) | (9,720 | ) | ||||||
| Provision for income taxes |
14,534 | — | 14,534 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net loss from continuing operations |
$ | (23,436 | ) | $ | (818 | ) | $ | (24,254 | ) | |||
|
|
|
|
|
|
|
|||||||
| Basic loss per share: |
||||||||||||
| Loss from continuing operations |
$ | (0.48 | ) | $ | (0.02 | ) | $ | (0.50 | ) | |||
|
|
|
|
|
|
|
|||||||
| Diluted loss per share: |
||||||||||||
| Loss from continuing operations |
$ | (0.48 | ) | $ | (0.02 | ) | $ | (0.50 | ) | |||
|
|
|
|
|
|
|
|||||||
| Weighted average number of common shares outstanding: |
||||||||||||
| Basic |
48,560,167 | 48,560,167 | 48,560,167 | |||||||||
|
|
|
|
|
|
|
|||||||
| Diluted |
48,560,167 | 48,560,167 | 48,560,167 | |||||||||
|
|
|
|
|
|
|
|||||||
4
Notes to unaudited pro forma condensed consolidated financial statements
| (a) | Reflects the elimination of the assets and liabilities of UTILX. |
| (b) | Represents estimated proceeds from the sale of UTILX approximating $40.0 million. At this time, the Company expects to use the estimated proceeds to pay down existing debt in connection with its ABL Credit Facility (approximately $3.5 million) and its 2014 Term Loan Facility (approximately $36.5 million). |
| (c) | Represents the recognition of the estimated gain on sale which would have been realized upon the sale of UTILX had the transaction closed on September 30, 2014. Actual adjustments may differ from the information presented. |
| (d) | Reflects the elimination of the revenue and costs associated with UTILX. |
| (e) | Represents the reduction in interest expense from the application of the estimated proceeds from the sale of UTILX to pay down existing debt had the transaction closed on January 1, 2013. The reduction in interest expense for the year ended December 31, 2013 and the nine months ended September 30, 2014 is calculated by multiplying the estimated proceeds from the sale of UTILX by the weighted average interest rate of the Company’s outstanding debt that would be paid down as a result of the sale of UTILX. |
5