<PAGE>
================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
- ----- THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
- ----- THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------- --------
Commission file number 1-11953
Willbros Group, Inc.
(Exact name of registrant as specified in its charter)
Republic of Panama 98-0160660
(Jurisdiction of incorporation)(I.R.S. Employer Identification Number)
Dresdner Bank Building
50th Street, 8th Floor
P. O. Box 850048
Panama 5, Republic of Panama
Telephone No.: (50-7) 263-9282
(Address, including zip code, and telephone number, including
area code, of principal executive offices of registrant)
NOT APPLICABLE
- -----------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
------- -------
The number of shares of the registrant's Common Stock, $.05 par
value, outstanding as of August 16, 1999 was 12,931,387.
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WILLBROS GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------ ------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 30,292 $ 8,247
Accounts receivable 43,284 40,018
Contract cost and recognized income
not yet billed 1,769 8,022
Prepaid expenses 4,531 3,963
---------- ------------
Total current assets 79,876 60,250
Spare parts, net 8,025 9,666
Property, plant and equipment, net 66,347 85,010
Other assets 8,410 5,013
---------- ------------
Total assets $ 162,658 $ 159,939
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ - $ 758
Accounts payable and accrued liabilities 42,611 35,352
Accrued income taxes 4,926 5,654
Contract billings in excess of cost and
recognized income 25,821 4,991
------------ ------------
Total current liabilities 73,358 46,755
Other liabilities 6,493 6,250
------------ ------------
Total liabilities 79,851 53,005
Stockholders' equity:
Class A Preferred Stock, par value
$.01 per share, 1,000,000 shares
authorized, none issued - -
Common stock, par value $.05 per share,
35,000,000 shares authorized;
15,101,977 shares issued at June 30, 1999
(15,071,715 at December 31, 1998) 755 753
Capital in excess of par value 67,791 67,613
Retained earnings 33,254 49,914
Treasury stock at cost, 2,175,371 shares
at June 30, 1999 (927,716 at
December 31, 1998) (16,164) (8,590)
Notes receivable for stock purchases (957) (982)
Accumulated other comprehensive income (loss) (1,872) (1,774)
------------ ------------
Total stockholders' equity 82,807 106,934
------------ ------------
Total liabilities and stockholders' equity $ 162,658 $ 159,939
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
WILLBROS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Contract revenues $ 41,599 $ 78,752 $ 70,078 $ 140,587
Operating expenses:
Contract 37,685 57,472 61,852 101,766
Depreciation and
amortization 5,882 6,342 11,174 12,312
General and administrative 7,210 8,320 14,804 16,762
---------- ---------- ---------- ----------
50,777 72,134 87,830 130,840
---------- ---------- ---------- ----------
Operating income (loss) (9,178) 6,618 (17,752) 9,747
Other income (expense):
Interest - net 326 (255) 544 (203)
Minority interest (532) (476) (696) (869)
Other - net 828 (785) 2,702 183
---------- ---------- ---------- ----------
622 (1,516) 2,550 (889)
---------- ---------- ---------- ----------
Income (loss) before
income taxes (8,556) 5,102 (15,202) 8,858
Provision for income taxes 989 1,314 1,458 2,030
---------- ---------- ---------- ----------
Net income (loss) $ (9,545) $ 3,788 $ (16,660) $ 6,828
========== ========== ========== ==========
Earnings (loss) per common
share:
Basic $ (.74) $ .25 $ (1.27) $ .45
========== ========== ========== ==========
Diluted $ (.74) $ .25 $ (1.27) $ .45
========== ========== ========== ==========
Weighted average number of
common shares outstanding:
Basic 12,922,405 15,042,669 13,120,823 15,021,808
========== ========== ========== ==========
Diluted 12,922,405 15,276,982 13,120,823 15,240,198
========== ========== ========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
WILLBROS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Capital
Common Stock in Excess
---------------------- of Par
Shares Par Value Value
---------- ---------- ----------
<S> <C> <C> <C>
Balance,
January 1, 1999 15,071,715 $ 753 $ 67,613
Comprehensive
income (loss):
Net income
(loss) - - -
Foreign currency
translation
adjustments - - -
Total compre-
hensive
income
(loss)
Collection of notes
receivable - - -
Issuance of common
stock under
employee
benefit plan 29,762 2 175
Exercise of
stock options 500 - 3
Treasury stock
purchases - - -
---------- ---------- ----------
Balance,
June 30, 1999 15,101,977 $ 755 $ 67,791
========== ========== ==========
</TABLE>
- -CONTINUED-
<TABLE>
<CAPTION>
Notes
Receivable
for
Retained Treasury Stock
Earnings Stock Purchases
---------- ---------- ----------
<S> <C> <C> <C>
Balance,
January 1, 1999 $ 49,914 $ (8,590) $ (982)
Comprehensive
income (loss):
Net income
(loss) (16,660) - -
Foreign currency
translation
adjustments - - -
Total compre-
hensive
income
(loss)
Collection of notes
receivable - - 25
Issuance of common
stock under
employee
benefit plan - - -
Exercise of
stock options - - -
Treasury stock
purchases - (7,574) -
---------- ---------- ----------
Balance,
June 30, 1999 $ 33,254 $ (16,164) $ (957)
========== ========== ==========
</TABLE>
- -CONTINUED-
<TABLE>
<CAPTION>
Accumulated
Other
Compre- Total
hensive Stock-
Income holders'
(Loss) Equity
---------- ----------
<S> <C> <C>
Balance,
January 1, 1999 $ (1,774) $ 106,934
Comprehensive
income (loss):
Net income
(loss) - (16,660)
Foreign currency
translation
adjustments (98) (98)
----------
Total compre-
hensive
income
(loss) (16,758)
Collection of notes
receivable - 25
Issuance of common
stock under
employee
benefit plan - 177
Exercise of
stock options - 3
Treasury stock
purchases - (7,574)
---------- ----------
Balance,
June 30, 1999 $ (1,872) $ 82,807
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
WILLBROS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months
Ended June 30,
----------------------
1999 1998
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (16,660) $ 6,828
Reconciliation of net income to cash
provided by (used in) operating activities:
Depreciation and amortization 11,174 12,312
Gain on sales and retirements (2,666) (167)
Changes in operating assets and liabilities:
Accounts receivable (3,266) (5,138)
Contract cost and recognized income
not yet billed 6,253 (9,218)
Prepaid expenses and other assets (3,965) (3,295)
Accounts payable and accrued liabilities 7,259 (2,011)
Accrued income taxes (728) 110
Contract billings in excess of cost and
recognized income 20,830 (14,942)
Other liabilities 243 54
---------- ----------
Cash provided by (used in)
operating activities 18,474 (15,467)
Cash flows from investing activities:
Proceeds from sales of property and equipment 15,916 1,183
Purchase of property and equipment (1,489) (7,292)
Purchase of spare parts (2,631) (6,354)
---------- ----------
Cash provided by (used in)
investing activities 11,796 (12,463)
Cash flows from financing activities:
Proceeds from common stock 180 598
Proceeds from notes payable to banks - 2,003
Repayments of long-term debt - (3,000)
Collection of notes receivable for stock purchases 25 270
Repayment of notes payable to banks (525) (4,752)
Purchase of treasury shares (7,574) -
Repayment of notes payable to former shareholders (233) (233)
---------- ----------
Cash used in financing activities (8,127) (5,114)
Effect of exchange rate changes on cash
and cash equivalents (98) 236
---------- ----------
Cash provided by (used in) all activities 22,045 (32,808)
---------- ----------
Cash and cash equivalents, beginning of period 8,247 43,238
---------- ----------
Cash and cash equivalents, end of period $ 30,292 $ 10,430
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
WILLBROS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
(Unaudited)
1. Basis of Presentation
The condensed consolidated financial statements of Willbros
Group, Inc. and its majority-owned subsidiaries (the "Company")
reflect all adjustments which are, in the opinion of management,
necessary to present fairly the financial position, results of
operations and cash flows of the Company as of June 30, 1999, and
for all interim periods presented. All adjustments are normal
recurring accruals.
Certain information and disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These
condensed consolidated financial statements should be read in
conjunction with the Company's December 31, 1998 audited
consolidated financial statements and notes thereto contained in
the Company's Annual Report to Stockholders for the year ended
December 31, 1998. The results of operations for the period ended
June 30, 1999, are not necessarily indicative of the operating
results to be achieved for the full year.
2. Foreign Exchange Risk
The Company attempts to negotiate contracts which provide for
payment in U.S. dollars, but it may be required to take all or a
portion of payment under a contract in another currency. To
mitigate non-U.S. currency exchange risk, the Company seeks to
match anticipated non-U.S. currency revenue with expenses in the
same currency whenever possible. To the extent it is unable to
match non-U.S. currency revenue with expenses in the same currency,
the Company may use forward contracts, options or other common
hedging techniques in the same non-U.S. currencies. The unrealized
gains or losses on financial instruments used to hedge currency
risk are deferred and recognized when realized as an adjustment to
contract revenue.
3. Earnings Per Share
Basic and diluted earnings per common share for the six months
ended June 30, 1999 and 1998, are computed as follows:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income (loss)
applicable to
common shares $ (9,545) $ 3,788 $ (16,660) $ 6,828
========== ========== ========== ==========
Weighted average number
of common shares
outstanding for basic
earnings per share 12,922,405 15,042,669 13,120,823 15,021,808
Effect of dilutive
potential common
shares from
stock options - 234,313 - 218,390
---------- ---------- ---------- ----------
Weighted average number
of common shares
outstanding for diluted
earnings per share 12,922,405 15,276,982 13,120,823 15,240,198
========== ========== ========== ==========
Earnings (loss) per
common share:
Basic $ (.74) $ .25 $ (1.27) $ .45
========== ========== ========== ==========
Diluted $ (.74) $ .25 $ (1.27) $ .45
========== ========== ========== ==========
</TABLE>
6
<PAGE>
WILLBROS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
(Unaudited)
3. Earnings Per Share (continued)
At June 30, 1999, there were 1,082,550 potential common
shares excluded from the computation of diluted earnings (loss) per
share because of their anti-dilutive effect.
4. Comprehensive Income
Comprehensive income for the Company includes net income and
foreign currency translation adjustments which are charged or
credited to the cumulative foreign currency translation adjustment
account within stockholders' equity. There were no related tax
effects associated with the Company's calculation of comprehensive
income. Comprehensive income for the periods ended June 30, 1999
and 1998, consists of:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income (loss) $ (9,545) $ 3,788 $ (16,660) $ 6,828
Other comprehensive
income - foreign
currency translation
adjustments (98) 124 (98) 236
---------- ---------- ---------- ----------
Comprehensive income
(loss) $ (9,643) $ 3,912 $ (16,758) $ 7,064
========== ========== ========== ==========
</TABLE>
5. Contingencies, Commitments and Other Circumstances
The Company operates in a single operating segment providing
construction, engineering and specialty services to the oil and gas
industry. The Company's principal markets are currently Africa,
Asia, the Middle East, South America and the United States.
Operations outside the United States may be subject to certain
risks which ordinarily would not be expected to exist in the United
States, including foreign currency restrictions, extreme exchange
rate fluctuations, expropriation of assets, civil uprisings and
riots, government instability and legal systems of decrees, laws,
regulations, interpretations and court decisions which are not
always fully developed and which may be retroactively applied.
Management is not presently aware of any events of the type
described in the countries in which it operates that have not been
provided for in the accompanying condensed consolidated financial
statements. Based upon the advice of local advisors in the various
work countries concerning the interpretation of the laws, practices
and customs of the countries in which it operates, management
believes the Company has followed the current practices in those
countries; however, because of the nature of these potential risks,
there can be no assurance that the Company may not be adversely
affected by them in the future. The Company insures substantially
all of its equipment in countries outside the United States against
certain political risks and terrorism.
The Company has the usual liability of contractors for the
completion of contracts and the warranty of its work. Where work
is performed through a joint venture, the Company also has possible
liability for the contract completion and warranty responsibilities
of its joint venturers. Management is not aware of any material
exposure related thereto which has not been provided for in the
accompanying condensed consolidated financial statements.
7
<PAGE>
WILLBROS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
(Unaudited)
5. Contingencies, Commitments and Other Circumstances (continued)
Certain post contract completion audits and reviews are being
conducted by clients and/or government entities. While there can be
no assurance that claims will not be received as a result of such
audits and reviews, management does not believe a legitimate basis
for any material claims exists. At the present time it is not
possible for management to estimate the likelihood of such claims
being asserted or, if asserted, the amount or nature thereof.
6. Significant Event
On April 1, 1999, the Company adopted a Stockholder Rights Plan
and declared a distribution of one Preferred Share Purchase Right
("Right") on each outstanding share of the Company's common stock.
The distribution was made on April 15, 1999 to stockholders of record
on that date. The Rights expire on April 14, 2009.
The Rights are exercisable only if a person or group acquires 15%
or more of the Company's common stock or announces a tender offer
the consumnation of which would result in ownership by a person or
group of 15% or more of the common stock. Each Right entitles
stockholders to buy one one-thousandth of a share of a series of
junior participating preferred stock at an exercise price of $30.00
per share.
If the Company is acquired in a merger or other business
combination transaction after a person has acquired 15% or more of
the Company's outstanding common stock, each Right entitles its
holder to purchase, at the Right's then-current exercise price, a
number of the acquiring company's common shares having a market
value of twice such price. In addition, if a person or group
acquires 15% or more of the Company's outstanding common stock,
each Right entitles its holder (other than such person or members
of such group) to purchase, at the Right's then-current exercise price,
a number of the Company's common shares having a market value of twice
such price.
Prior to the acquisition by a person or group of beneficial ownership
of 15% or more of the Company's common stock, the Rights are
redeemable for one-half cent per Right at the option of the
Company's Board of Directors.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
The Company derives its revenue from providing construction,
engineering and specialty services to the oil and gas industry and
government entities worldwide. The Company obtains contracts for
its work primarily by competitive bidding or through negotiations
with long-standing clients. Bidding activity, backlog and revenue
resulting from the award of contracts to the Company may vary
significantly from period to period.
A number of factors relating to the Company's business affect
the Company's recognition of contract revenue. Revenue from fixed-
price construction and engineering contracts is recognized on the
percentage-of-completion method. Under this method, estimated
contract revenue is accrued based generally on the percentage that
costs to date bear to total estimated costs, taking into
consideration physical completion. Generally, the Company does not
recognize income on a fixed-price contract until the contract is
approximately 10% complete. Costs which are considered to be
reimbursable are excluded before the percentage-of-completion
calculation is made. Accrued revenue pertaining to reimbursables is
limited to the cost of the reimbursables. If a current estimate of
total contract cost indicates a loss on a contract, the projected
loss is recognized in full when determined. Revenue from unit-price
contracts is recognized as earned. Revenue from change orders,
extra work, variations in the scope of work and claims is
recognized when realization is assured.
The Company derives its revenue from contracts with durations
from a few weeks to several months or in some cases more than a
year. Unit-price contracts provide relatively even quarterly
results; however, major projects are usually fixed-price contracts
that may result in uneven quarterly financial results due to the
nature of the work and the method by which revenue is recognized.
These financial factors, as well as external factors such as
weather, client needs, client delays in providing approvals, labor
availability, governmental regulation and politics, may affect the
progress of a project's completion and thus the timing of revenue
recognition. The Company believes that its operating results should
be evaluated over a relatively long time horizon during which major
contracts in progress are completed and change orders, extra work,
variations in the scope of work and cost recoveries and other
claims are negotiated and realized.
Recent low oil prices have had and continue to have a negative
influence on client capital spending plans. As a direct result,
the Company is experiencing reduced demand for its services,
especially high margin construction and specialty services.
The Company, however, does not anticipate that any of the projects
in its current backlog will be deferred or cancelled. However, a
number of projects the Company has been following have been delayed,
and the Company expects revenue in 1999 to be below that of 1998.
Despite the recent increase in the price of oil, the Company believes
it will be late 1999 or early 2000 before clients begin to increase
capital spending budgets and there is any significant increase in
overall activity.
The Company recognizes anticipated contract revenue as backlog
when the award of a contract is reasonably assured. Anticipated
revenue from post-contract award processes, including change
orders, extra work, variations in the scope of work and the effect
of escalation or currency fluctuation formulas, is not added to
backlog until realization is reasonably assured. New contract
awards totaled $47.6 million during the quarter ended June 30,
1999. Additions to backlog during the period are as follows:
construction, $37.3 million; engineering, $6.6 million; and
specialty services, $3.7 million. Backlog decreases by type of
service are as follows: construction, $28.4 million; engineering,
$12.6 million; and specialty services, $7.6 million. Backlog at
the end of the quarter was down $1.0 million (0.3%) to $290.6
million and consisted of the following: (a) construction, $205.7
million, up $8.9 million (5%); (b) engineering, $11.9 million, down
$6.0 million (34%); and (c) specialty services, $73.0 million, down
$3.9 million (5%). Construction backlog consists primarily of an
engineering, procurement and construction project in Nigeria and
a construction project in Australia. Specialty services backlog is
primarily attributable to two major contracts: a 16-year water
injection contract awarded in 1998 to a consortium in which the
Company has a 10% interest in Venezuela and a three-year dredging contract
awarded in 1998 in Nigeria.
9
<PAGE>
Results of Operations
The Company's contract revenue and contract costs are primarily
related to the timing and location of development projects in the
oil and gas industry worldwide. Contract revenue and cost
variations by country from year to year are the result of
(a) entering new countries as part of the Company's strategy for
geographical diversification, (b) the execution of new contract
awards, (c) the completion of contracts, and (d) the overall level
of activity in the Company's services.
The Company's ability to be successful in obtaining and
executing contracts can be affected by the relative strength or
weakness of the U.S. dollar compared to the currencies of its
competitors, its clients and its work locations. The Company does
not believe that its revenue or results of operations were
adversely affected in this regard during the periods ended June 30,
1999 or 1998.
Three Months Ended June 30, 1999, Compared to Three Months Ended
June 30, 1998
Contract revenue decreased $37.2 million (47%) to $41.6 million
due to (a) $29.5 million of decreased construction revenue
resulting primarily from the completion of construction contracts
in Venezuela, Nigeria, Indonesia and Oman; (b) decreased
engineering revenue of $8.3 million due to a reduction of
engineering services in the United States; offset by (c) an
increase of $0.6 million in specialty services revenue principally
from dredging operations in Nigeria. Venezuela revenue decreased
$17.0 million (71%) due to the completion in 1998 of an offshore
loading and storage terminal and a pipeline contract for the
construction of 120 miles (200 kilometers) each of 36-inch and 20-
inch pipelines. Indonesia revenue decreased $6.8 million (80%) due
to the substantial completion in 1998 of construction projects in
that country. Oman revenue decreased $4.8 million (69%) primarily
due to the completion in 1998 of work on various pipeline projects.
Revenue in the United States decreased $13.0 million (53%)
primarily due to reductions in engineering services, and
substantial completion in 1998 of a 94-mile (150-kilometer) 36-inch
natural gas pipeline in Iowa. Revenue in Pakistan decreased
$0.8 million to zero in 1999 due to completion of the
engineering, procurement and construction contract in that
country. Nigeria revenue increased $6.9 million (51%) due to
revenue being recognized on a pipeline engineering, procurement and
construction project started in 1999, offset by the completion in
1998 of a contract for the construction of a liquid natural gas
pipeline. Offshore West Africa revenue decreased $1.9 million due to
a decline in barge specialty services. Specialty services work,
while showing improvement, remains below historical levels as a result
of continuing delays in funding to our clients from the Nigerian
government and low oil prices which have caused the Company's clients
to defer maintenance activities. The Company has seen some indications
that the Nigerian government is taking steps toward resolving the funding
issues in light of higher oil prices, but it is unclear as to when
specialty services activities in Nigeria will return to historical
levels. Revenue from the Ivory Coast decreased $0.2 million due to
completion of work on 46 miles (74 kilometers) of dual 4-inch and
12-inch pipelines and an 8-mile (13-kilometer) 12-inch pipeline.
Australia revenue increased $0.1 million (100%) due to a new
construction contract.
Contract costs decreased $19.8 million (34%) to $37.7 million
due to a decrease of $16.0 million in construction services cost
and a decrease of $8.6 million in engineering services cost, offset
by an increase of $4.8 million in specialty services cost. Specialty
services cost increased primarily due to operating overhead costs
related to underutilized equipment and facilities. Variations in
contract cost by country were closely related to the variations in
contract revenue.
Depreciation and amortization decreased $0.4 million (6%) to
$5.9 million primarily due to the sale of excess equipment in
Venezuela, the United States and Indonesia.
General and administrative expense decreased $1.2 million (14%)
to $7.2 million due to decreased activity, principally in
engineering services, and in Venezuela and Indonesia.
Operating income decreased $15.8 million (239%) to an operating
loss of $9.2 million. The decrease is attributable to three
factors: a 47% decrease in revenues caused by a lack of new
contract awards in construction and specialty services in
Venezuela, Indonesia and the United States; limiting accrual of
revenues to only those sufficient to cover the contract
costs on fixed-price contracts in the early stages of
10
<PAGE>
completion; and a change in the revenue mix caused by a higher
level of engineering and material procurement services, which
have lower margins than construction and specialty services.
Other - net increased $1.6 million to $0.8 million due to
$0.8 million in gains on sales of equipment in Venezuela, the
United States and Indonesia, and lower foreign exchange losses in
Indonesia and Nigeria.
The provision for income taxes decreased $0.3 million (23%) due
primarily to the reduction in activity in Oman, Venezuela,
Indonesia and the United States. The effective income tax rate at
June 30, 1999 exceeds 100% of income before income taxes because
income taxes in certain countries are based on revenue and because
losses in certain countries cannot be used to offset taxable income
in other countries.
Six Months Ended June 30, 1999, Compared to Six Months Ended
June 30, 1998
Contract revenues decreased $70.5 million (50%) to $70.1 million
due to (a) $63.8 million of reduced construction revenues resulting
primarily from construction contracts in Venezuela, Indonesia, Oman
and the United States; and (b) a decrease in engineering revenues
of $12.7 million due to less engineering services work in the
United States; offset by (c) an increase of $6.0 million in
specialty services revenues, principally in Nigeria. Venezuela revenues
decreased $39.2 million (81%) primarily due to completion of work
on a pipeline contract that included the construction of 120 miles
(200 kilometers) each of 36-inch and 20-inch pipelines, completion of
a transport services contract, and substantial completion of an
offshore loading and storage terminal. Indonesia revenues
decreased $12.4 million (81%) primarily due to completion of work
on a 35-mile (55-kilometer) 42-inch pipeline in Kalimantan.
United States revenues decreased $16.0 million (45%) primarily
due to completion of work on a 94-mile (150-kilometer)
36-inch natural gas pipeline in Iowa, and reduced engineering
services work in the United States. Oman revenues decreased
$8.9 million (68%) due to completion of construction work on three
pipeline construction contracts and a pressure reducing terminal.
Nigeria revenues increased $6.0 million (23%) primarily as a result
of increases in specialty services work for dredging activities.
Ivory Coast revenue increased $1.8 million due to
work on 46 miles (74 kilometers) of dual 4-inch and
12-inch pipelines and an 8-mile (13-kilometer) 12-inch pipeline.
Offshore West Africa revenue decreased $0.1 million due to a
decline in barge specialty services. Revenues from Pakistan
decreased $2.1 million (100%) due to the completion of an
engineering, procurement and construction contract. Australia
revenue increased $0.1 million (100%) due to a new construction
contract.
Contract costs decreased $40.0 million (39%) to $61.8 million
due to a decrease of $38.5 million in construction services cost, a
decrease of $13.2 million in engineering services cost, offset by
an increase of $11.7 million in specialty services cost.
Variations in contract cost by country were closely related to the
variations in contract revenues.
Depreciation and amortization decreased $1.1 million to $11.2
million primarily due to the sale of excess equipment in Venezuela,
the United States and Indonesia.
General and administrative expense decreased $2.0 million to
$14.8 million due to decreased activity, principally in engineering
services, and in Venezuela and Indonesia.
Operating income decreased $27.4 million (282%) to an operating
loss of $17.7 million. The decrease is attributable to three
factors: a 50% decrease in revenues caused by a lack of new
contract awards in construction and specialty services in
Venezuela, Indonesia, the United States and Oman; limiting accrual
of revenues to only those sufficient to cover the contract costs on
fixed-price contracts in the early stages of completion; and a
change in the revenue mix caused by a higher level of engineering
and material procurement services, which have lower margins than
construction and specialty services.
Interest - net increased $0.7 million to $0.5 million income due
to increased investments of working capital.
Other - net increased $2.5 million to $2.7 million income,
primarily as a result of gains from the sale of excess equipment in
Venezuela, the United States and Indonesia.
The provision for income taxes decreased $0.5 million (25%) to
$1.5 million primarily due to decreased activity in Venezuela, the
United States and Indonesia.
11
<PAGE>
Liquidity and Capital Resources
The Company's primary requirements for capital are to fund the
acquisition, upgrade and maintenance of its equipment, provide
working capital for current projects, finance the mobilization of
employees and equipment to new projects, establish a presence in
countries where the Company perceives growth opportunities and
finance the possible acquisition of new businesses and equity
investments. Historically the Company has met its capital
requirements primarily from operating cash flows.
Cash and cash equivalents increased $22.1 million (270%) to
$30.3 million at June 30, 1999, from $8.2 million at December 31,
1998. The increase was due to positive cash flows of $18.5 million
from operations (including a $20.8 million increase in working
capital arising principally from the receipt of contract advances
for new construction projects), $11.8 million from sales of
equipment, net of capital expenditures for the purchase of
equipment and spare parts, offset by $8.1 million used in financing
activities (including $7.6 million used to purchase 1,247,655
shares of treasury stock).
The Company has a $150.0 million credit agreement that matures
on February 20, 2003 and may be extended annually in one-year
increments, subject to certain approvals, for up to two additional
years, with a syndicated bank group including ABN AMRO Bank N.V.,
as agent, and Credit Lyonnais, New York Branch, as co-agent. The
credit agreement provides for a $100.0 million revolving credit
facility, part of which can be used for acquisitions and equity
investments. The entire facility, less amounts used under the
revolving portions of the facility, may be used for standby and
commercial letters of credit. Principal is payable at termination
on all revolving loans except qualifying acquisition and equity
investment loans which are payable quarterly over the remaining
life of the credit agreement. Interest is payable quarterly at
prime or other alternative interest rates. A commitment fee is
payable quarterly based on an annual rate of 1/4% of the unused
portion of the credit facility. The Company's obligations under
the credit agreement are secured by the stock of the principal
subsidiaries of the Company. The credit agreement requires the
Company to maintain certain financial ratios, restricts the amount
of annual dividend payments to the greater of 25 cents per share or
25% of net income and limits the Company's ability to purchase its
own stock. At June 30, 1999, outstanding letters of credit totaled
$49.3 million, leaving $100.7 million available under this
facility.
The Company has unsecured credit facilities with banks in
certain countries outside the United States. Borrowings under
these lines, in the form of short-term notes and overdrafts, are
made at competitive local interest rates. Generally, each line is
available only for borrowings related to operations in a specific
country. Credit available under these facilities is approximately
$8.8 million at June 30, 1999.
The Company believes that cash flows from operations and
borrowing under existing credit facilities will be sufficient to
finance working capital and capital expenditures for ongoing
operations at least through the end of 1999. The Company estimates
total capital expenditures for equipment and spare parts to be
approximately $10.0 to $15.0 million during 1999.
In February 1998, the Company's Board of Directors approved a
plan to buy back approximately 750,000 shares of its Common Stock from
time to time in the open market or through negotiated transactions.
In October 1998, the Company's Board of Directors approved, and
the Company's credit agreement was amended to permit, the buy
back of an additional $8.8 million of its Common Stock. Through
June 30, 1999, the Company has reacquired a total of 2,175,316 shares
of its Common Stock under these plans, including 1,247,600 shares
acquired in January and February 1999 at an average price of $6.07
per share, thus leaving $0.2 million remaining under these plans.
In March 1999, the Company's Board of Directors approved a plan
to buy back approximately 700,000 shares of its Common Stock in the
open market or through negotiated transactions.
12
<PAGE>
Year 2000 Compliance
During 1997, the Company initiated an enterprise-wide program to
prepare its computer systems and applications for the Year 2000.
Certain critical applications have been identified that may not be
able to accurately process information containing dates beginning
in the Year 2000. The Company plans to modify, replace or
outsource these applications before the Year 2000. The cost of
modification or outsourcing is expensed; the cost of replacement is
capitalized.
The Company is utilizing both internal and external resources to
identify, correct, and test its applications for Year 2000
compliance. The Company anticipates that the majority of its
reprogramming and testing will be substantially completed by
September 30, 1999, and that all critical applications will be Year 2000
compliant prior to the end of the 1999 calendar year.
Because third party failures could affect the Company's ability
to conduct business, the Company is making every reasonable effort
to assess the Year 2000 readiness of its business-critical
suppliers and customers, including obtaining certifications
providing evidence of their readiness to handle Year 2000 issues.
These certifications are being assessed by the Company, and are
being categorized based on Year 2000 compliance and prioritized in
order of significance to the business of the Company. To the
extent possible, contingency plans will be developed for business-
critical suppliers and customers.
The Company has completed an assessment of the Year 2000
compliance status of substantially all of its information
technology and non-information technology equipment, and does not
anticipate that any will require upgrade or replacement in order to
accurately process information containing dates beginning in the
Year 2000.
Testing, remediation and replacement of the Company's critical
applications are anticipated to cost approximately $5.0 million
from inception in calendar year 1997 through substantial completion
in calendar year 1999, of which approximately $3.5 million is
expected to be capitalized. Of these costs, approximately
$2.7 million was incurred through the second quarter 1999,
with most of the remaining $2.3 million expected to be incurred during
the remainder of 1999. All estimated costs have been budgeted and are
expected to be funded by cash flows from operations.
The Company believes that Year 2000 failures affecting its
business will most likely be limited to interruptions of business
at individual Company locations or operations around the world, and
be caused by failures of third parties, including customers,
suppliers, and local governments. The Company is unable to
determine the likelihood of such failures and interruptions
occurring at its locations, but there is a possibility that such an
occurrence could cause the Company to be unable, at least
temporarily, to perform services under its contracts at the
affected location. The failure of the Company, its customers,
suppliers or others upon whom the Company relies to achieve Year
2000 readiness could also adversely affect the Company's business,
which could have a material adverse effect on the Company's
financial condition and results of operations.
As part of its Year 2000 project, the Company is exploring
alternatives and developing contingency plans to address the
possibility that the Company and third parties, including local
governments, with whom it has material relationships will not be
Year 2000 compliant on a timely basis. Contingency plans are
expected to be completed for any remaining areas of Year 2000 risk
by September 30, 1999.
The anticipated cost and planned completion date of the
Year 2000 compliance project are based on management's best estimates,
which were derived utilizing numerous assumptions of future events
including the availability of internal and external resources and
other factors, some of which are outside the control of the
Company. Unanticipated failures by critical suppliers and
customers, as well as the failure by the Company to timely execute
its own remediation efforts or outsourcing, could have an adverse
effect on the cost of the Year 2000 project and its completion
date. Because of these uncertainties, there can be no assurance
that these forward-looking estimates will be achieved.
13
<PAGE>
These disclosures constitute a "Year 2000 Readiness Disclosure"
and "Year 2000 Statement" within the meaning of the Year 2000
Information and Readiness Disclosure Act of 1998. The Year 2000
Information and Readiness Disclosure Act of 1998 does not insulate
the Company from liability under the federal securities laws with
respect to disclosures relating to Year 2000 information.
Forward-Looking Statements
This Form 10-Q includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical
facts, included in this Form 10-Q which address activities, events
or developments which the Company expects or anticipates will or
may occur in the future, including such things as future
capital expenditures (including the amount and nature thereof),
oil and gas prices and demand, expansion and other development
trends of the oil and gas industry, business strategy,
expansion and growth of the Company's business and
operations, and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made
by the Company in light of its experience and its perception of
historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate
in the circumstances. However, whether actual results and
developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties which
could cause actual results to differ materially from the Company's
expectations including the timely award of one or more projects;
cancellation of projects; weather; exceeding project cost and
scheduled targets; failing to realize cost recoveries from projects
completed or in progress within a reasonable period after
completion of the relevant project; identifying and acquiring
suitable acquisition targets on reasonable terms; the demand for
energy diminishing; political circumstances impeding the progress
of work; general economic, market or business conditions; changes
in laws or regulations; the availability of internal and external
resources; the timely execution of remediation, outsourcing or
replacement of systems and applications; the risk factors listed
from time to time in the Company's reports filed with the
Securities and Exchange Commission; and other factors, most of
which are beyond the control of the Company. Consequently, all of
the forward-looking statements made in this Form 10-Q are qualified
by these cautionary statements and there can be no assurance that
the actual results or developments anticipated by the Company will
be realized or, even if substantially realized, that they will have
the expected consequences or effects on the Company or its business
or operations. The Company assumes no obligation to update
publicly any such forward-looking statements, whether as a result
of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Financial Risk Management
The Company's primary market risk is its exposure to changes in
non-U.S. currency exchange rates. The Company attempts to
negotiate contracts which provide for payment in U.S. dollars, but
it may be required to take all or a portion of payment under a
contract in another currency. To mitigate non-U.S. currency
exchange risk, the Company seeks to match anticipated non-U.S.
currency revenue with expenses in the same currency whenever
possible. To the extent it is unable to match non-U.S. currency
revenue with expenses in the same currency, the Company may use
forward contracts, options or other common hedging techniques in
the same non-U.S. currencies. The Company had no forward contracts
or options at June 30, 1999.
The carrying amounts for cash and cash equivalents, accounts
receivable, notes payable and accounts payable and accrued
liabilities shown in the consolidated balance sheets approximate
fair value at June 30, 1999 due to the generally short maturities
of these items. The Company invests primarily in short-term dollar
denominated bank deposits, and at June 30, 1999 did not have any
investment in instruments with a maturity of more than a few days
or in any equity securities. The Company has the ability and
expects to hold its investment to maturity.
14
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- ------- -----------------
Not applicable
Item 2. Changes in Securities and Use of Proceeds
- ------- -----------------------------------------
Not applicable
Item 3. Defaults upon Senior Securities
- ------- -------------------------------
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
The Annual Meeting of Stockholders of the Company (the "Annual Meeting")
was held on May 6, 1999, in Panama City, Panama. At the Annual Meeting,
the Stockholders of the Company elected Larry J. Bump and
Guy E. Waldvogel as Class III directors of the Company for three-
year terms. The stockholders also considered and approved (a) the
Willbros Group, Inc. 1996 Stock Plan and Amendment Number 1 thereto
and (b) the appointment of KPMG Peat Marwick as the independent auditors
of the Company for the fiscal year ending December 31, 1999.
There were present at the Annual Meeting, in person or by proxy,
stockholders holding 10,933,576 shares of the common stock of the
Company, or 84.68% of the total stock outstanding and entitled to vote
at the Annual Meeting. The table below describes the results of voting
at the Annual Meeting.
<TABLE>
<CAPTION>
Votes
Votes Against or Broker
For Withheld Abstentions Non-Votes
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
1. Election of Directors:
Larry J. Bump 10,532,466 401,110 -0- -0-
Guy E. Waldvogel 10,574,765 358,811 -0- -0-
2. Approval of the
Willbros Group, Inc.
1996 Stock Plan and
Amendment Number 1
thereof 5,020,965 2,035,936 1,349,684 2,526,991
3. Ratification of
KPMG Peat Marwick as
independent auditors
of the Company for
fiscal 1999 10,895,779 20,996 16,801 -0-
</TABLE>
15
<PAGE>
Item 5. Other Information
- ------- -----------------
As set forth in the Company's Proxy Statement for its 1999 Annual Meeting
of Stockholders, stockholder proposals submitted pursuant to Rule 14a-8
under the Securities Exchange Act of 1934 for inclusion in the
Company's proxy materials for its 2000 Annual Meeting of Stockholders
must be received by the Company no later than December 1, 1999.
If a stockholder, who intends to present a proposal at the Company's
2000 Annual Meeting of Stockholders and has not sought inclusion of the
proposal in the Company's proxy materials pursuant to Rule 14a-8,
fails to provide the Company with notice of such proposal by February 14,
2000, then the persons named in the proxies solicited by the Company's
Board of Directors for its 2000 Annual Meeting of Stockholders may
exercise discretionary voting power with respect to such proposal.
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits:
The following documents are included as exhibits to this
Form 10-Q. Those exhibits below incorporated by reference herein
are indicated as such by the information supplied in the
parenthetical thereafter. If no parenthetical appears after an
exhibit, such exhibit is filed herewith.
3 Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company.
4 Rights Agreement, dated April 1, 1999, between
the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (filed as an
Exhibit to the Company's Registration Statement on
Form 8-A, dated April 9, 1999).
10 Amendment Number 1 to Willbros Group, Inc. 1996 Stock Plan
dated February 24, 1999 (filed as Exhibit A to the Company's
Proxy Statement for Annual Meeting of Stockholders
dated March 31, 1999).
27 Financial Data Schedule.
(b) Reports on Form 8-K
Form 8-K was filed on April 12, 1999, to report under Item 5 the
Company's adoption of a Stockholder Rights Plan.
16
<PAGE>
SIGNATURE
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 thereunto duly authorized.
WILLBROS GROUP, INC.
Date: August 16, 1999 By: /s/ Melvin F. Spreitzer
-------------------------------------
Melvin F. Spreitzer
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
17
<PAGE>
EXHIBIT INDEX
The following documents are included as exhibits to this Form 10-Q.
Those exhibits below incorporated by reference herein are indicated
as such by the information supplied in the parenthetical
thereafter. If no parenthetical appears after an exhibit, such
exhibit is filed herewith.
Exhibit
Number Description
- --------- ----------------------------------------------------
3 Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company.
4 Rights Agreement, dated April 1, 1999, between the
Company and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent (filed as an Exhibit to the Company's
Registration Statement on Form 8-A, dated
April 9, 1999).
10 Amendment Number 1 to Willbros Group, Inc. 1996 Stock Plan
dated February 24, 1999 (filed as Exhibit A to the Company's
Proxy Statement for Annual Meeting of Stockholders dated
March 31, 1999).
27 Financial Data Schedule.
<PAGE>
Exhibit 3
Certificate of Designation
of
Series A Junior Participating Preferred Stock
of
Willbros Group, Inc.
(Pursuant to the Laws of the Republic of Panama)
The undersigned, Melvin F. Spreitzer, Executive Vice
President, and John N. Hove, Corporate Secretary, of Willbros
Group, Inc., a corporation organized and existing under the laws
of the Republic of Panama (hereinafter called the "Corporation"),
in accordance with the provisions thereof, DO HEREBY CERTIFY:
That, pursuant to the authority conferred upon the Board of
Directors of the Corporation (hereinafter called the "Board of
Directors") by the Articles of Incorporation of the Corporation,
the Board of Directors on April 1, 1999, at a special meeting
duly called and held in Toronto, Canada, at which the following
directors were present either in person or by conference
telephone: Larry J. Bump, Paul A. Huber, Peter A. Leidel and
Melvin F. Spreitzer, present in person, and Michael J. Pink,
James B. Taylor, Jr. and Guy E. Waldvogel, by conference
telephone, constituting a majority of the members of the Board,
in which a quorum was present for the transaction of business,
and where Larry J. Bump acted as chairman and John N. Hove acted
as secretary of the meeting, adopted the following resolution
authorizing a series of Class A Preferred Stock in the amount and
having the designation, voting powers, preferences and relative,
participating, optional and other special rights and
qualifications, limitations and restrictions thereof as follows:
RESOLVED, that, pursuant to the authority conferred
upon the Board of Directors in accordance with the
provisions of the Corporation's Articles of Incorporation,
the Board of Directors hereby authorizes a series of Class A
Preferred Stock of the Corporation, with a par value of $.01
per share, and hereby states the designation and number of
shares, and fixes the relative rights, preferences, voting
powers, qualifications, limitations and restrictions thereof
(in addition to the provisions set forth in the Corporation's
Articles of Incorporation which are applicable to the Preferred
Stock or the Class A Preferred Stock of all classes and series)
as follows:
Series A Junior Participating Preferred Stock
Section 1. Designation, Par Value and Amount. The
shares of such series shall be designated as "Series A Junior
Participating Preferred Stock" (hereinafter referred to as
"Series A Preferred Stock"), the shares of such series shall be
with par value of $.01 per share, and the number of shares
constituting such series shall be 35,000; provided, however,
that, if more than a total of 35,000 shares of Series A Preferred
Stock shall be issuable upon the exercise of Rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of
April 1, 1999, between the Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (as amended from
time to time) (the "Rights Agreement"), the Board of Directors,
pursuant to the laws of the Republic of Panama, shall direct by
resolution or resolutions that a certificate be properly
executed, acknowledged and filed providing for the total number
of shares of Series A Preferred Stock authorized to be issued to
be increased (to the extent that the Corporation's Articles of
Incorporation then permits) to the largest
<PAGE>
number of whole shares (rounded up to the nearest whole number)
issuable upon exercise of the Rights. Such number of shares of
the Series A Preferred Stock may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series A Preferred Stock to
a number less than the number of shares then outstanding plus the
number of shares issuable upon exercise or conversion of
outstanding rights, options or other securities issued by the
Corporation.
Section 2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock or
Class A Preferred Stock ranking prior and superior to the
shares of Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred
Stock, in preference to the holders of shares of any class
or series of stock of the Corporation ranking junior to the
Series A Preferred Stock in respect thereof, shall be
entitled to receive, when, as and if declared by the Board
of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the first business
day of January, April, July and October of each year (each
such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction
of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of
(a) $10.00 or (b) subject to the provision for adjustment
hereinafter set forth, 1,000 times the aggregate per share
amount of all cash dividends, and 1,000 times the aggregate
per share amount (payable in kind) of all non-cash dividends
or other distributions (other than a dividend payable in
shares of Common Stock, par value $.05 per share, of the
Corporation (the "Common Stock") or a subdivision of the
outstanding shares of Common Stock, by reclassification or
otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share
of Series A Preferred Stock. In the event the Corporation
shall at any time after the record date for the initial
distribution of the Rights pursuant to the Rights Agreement
(the "Rights Declaration Date") (i) declare or pay any
dividend on the Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller
number of shares, then, in each such case, the amount to
which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under clause (b) of
the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to
such event.
(B) The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (A) of this
Section 2 immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock); provided, that, in the event no dividend
or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and
the next subsequent
2
<PAGE>
Quarterly Dividend Payment Date (or, with respect to the
first Quarterly Dividend Payment Date, the period between
the first issuance of any share or fraction of a share of
Series A Preferred Stock and such first Quarterly Dividend
Payment Date), a dividend of $10.00 per share on the
Series A Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of
issue of such shares of Series A Preferred Stock, unless the
date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue and be
cumulative from the date of issue of such shares, or unless
the date of issue is a date after the record date for the
determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and on or
before such Quarterly Dividend Payment Date, in which case
dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the
shares of Series A Preferred Stock in an amount less than
the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date
for the determination of holders of shares of Series A
Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be
not more than 60 days prior to the date fixed for the
payment thereof.
Section 3. Voting Rights. In addition to any other
voting rights required by law, the holders of shares of Series A
Preferred Stock shall have the following voting rights:
(A) Except as provided in paragraph (C) of this
Section 3 and subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred
Stock shall entitle the holder thereof to 1,000 votes on all
matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall, at any
time after the Rights Declaration Date (i) declare or pay
any dividend on the Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the number of votes
per share to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the
holders of shares of Series A Preferred Stock and the
holders of shares of Common Stock shall vote together as one
class on all matters submitted to a vote of stockholders of
the Corporation.
(C) (i) If, on the date used to determine stockholders of
record for any meeting of stockholders for the election of
directors, a default in preference dividends (as defined in
3
<PAGE>
subparagraph (v) below) on the Series A Preferred Stock
shall exist, the holders of the Series A Preferred Stock
shall have the right, voting as a class as described in
subparagraph (ii) below, to elect two directors (in addition
to the directors elected by holders of Common Stock). Such
right may be exercised (a) at any meeting of stockholders
for the election of directors or (b) at a meeting of the
holders of shares of Voting Preferred Stock (as hereinafter
defined), called for the purpose in accordance with the By-
laws of the Corporation, until all such cumulative dividends
(referred to above) shall have been paid in full or until
non-cumulative dividends have been paid regularly for at
least one year.
(ii) The right of the holders of Series A
Preferred Stock to elect two directors, as described above,
shall be exercised as a class concurrently with the rights
of holders of any other series of Preferred Stock or Class A
Preferred Stock upon which voting rights to elect such
directors have been conferred and are then exercisable. The
Series A Preferred Stock and any additional series of
Preferred Stock or Class A Preferred Stock which the
Corporation may issue and which may provide for the right to
vote with the Series A Preferred Stock are collectively
referred to herein as "Voting Preferred Stock."
(iii) Each director elected by the holders of
shares of Voting Preferred Stock shall be referred to herein
as a "Preferred Director." A Preferred Director so elected
shall continue to serve as such director for a term of one
year, except that upon any termination of the right of all
of such holders to vote as a class for Preferred Directors,
the term of office of the Preferred Directors shall
terminate. Any Preferred Director may be removed by, and
shall not be removed except by, the vote of the holders of
record of a majority of the outstanding shares of Voting
Preferred Stock then entitled to vote for the election of
directors, present (in person or by proxy) and voting
together as a single class (a) at a meeting of the
stockholders, or (b) at a meeting of the holders of shares
of such Voting Preferred Stock, called for the purpose in
accordance with the By-laws of the Corporation, or (c) by
written consent signed by the holders of a majority of the
then outstanding shares of Voting Preferred Stock then
entitled to vote for the election of directors, taken
together as a single class.
(iv) So long as a default in any preference
dividends on the Series A Preferred Stock shall exist or the
holders of any other series of Voting Preferred Stock shall
be entitled to elect Preferred Directors, (a) any vacancy in
the office of a Preferred Director may be filled (except as
provided in the following clause (b)) by an instrument in
writing signed by the remaining Preferred Director and filed
with the Corporation and (b) in the case of the removal of
any Preferred Director, the vacancy may be filled by the
vote or written consent of the holders of a majority of the
outstanding shares of Voting Preferred Stock then entitled
to vote for the election of directors, present (in person or
by proxy) and voting together as a single class, at such
time as the removal shall be effected. Each director
appointed as aforesaid by the remaining Preferred Director
shall be deemed, for all purposes hereof, to be a Preferred
Director. Whenever (x) no default in preference dividends
on the Series A Preferred Stock shall exist and (y) the
holders of other series of Voting Preferred Stock shall no
longer be entitled to elect such Preferred Directors, then
the number of directors constituting the Board of Directors
of the Corporation shall be reduced by two.
4
<PAGE>
(v) For purposes hereof, a "default in preference
dividends" on the Series A Preferred Stock shall be deemed
to have occurred whenever the amount of cumulative and
unpaid dividends on the Series A Preferred Stock shall be
equivalent to six full quarterly dividends or more (whether
or not consecutive), and, having so occurred, such default
shall be deemed to exist thereafter until, but only until,
all cumulative dividends on all shares of the Series A
Preferred Stock then outstanding shall have been paid
through the last Quarterly Dividend Payment Date or until,
but only until, non-cumulative dividends have been paid
regularly for at least one year.
(D) Except as set forth herein (or as otherwise
required by applicable law), holders of Series A Preferred
Stock shall have no general or special voting rights and
their consent shall not be required for taking any corporate
action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as
provided in Section 2 above are in arrears, thereafter and
until all accrued and unpaid dividends and distributions,
whether or not declared, on shares of Series A Preferred
Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except
dividends paid ratably on the Series A Preferred Stock and
all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
value any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Stock; provided, that the Corporation
may at any time redeem, purchase or otherwise acquire shares
of any such junior stock in exchange for shares of any stock
of the Corporation ranking junior (either as to dividends or
upon dissolution, liquidation or winding up) to the Series A
Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, or any shares of stock
ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock,
except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and
other relative rights and
5
<PAGE>
preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless
the Corporation could, under paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such
time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A
Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but
unissued shares of Class A Preferred Stock and may be reissued as
part of another series of Class A Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the
Articles of Incorporation of the Corporation, in any other
Certificate of Designation creating a series of Class A Preferred
Stock or as otherwise required or permitted by law.
Section 6. Liquidation, Dissolution or Winding Up.
(A) Subject to the prior and superior rights of
holders of any shares of any series of Preferred Stock or
Class A Preferred Stock ranking prior and superior to the
shares of Series A Preferred Stock with respect to rights
upon liquidation, dissolution or winding up (voluntary or
otherwise), upon any liquidation, dissolution or winding up
of the Corporation (voluntary or otherwise), no distribution
shall be made to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $1,000 per share, plus
an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be
made to the holders of shares of Series A Preferred Stock
unless, prior thereto, the holders of shares of Common Stock
shall have received an amount per share (the "Capital
Adjustment") equal to the quotient obtained by dividing
(i) the Series A Liquidation Preference by (ii) 1,000 (as
appropriately adjusted as set forth in paragraph (C) of this
Section 6) (such number in clause (ii) being hereinafter
referred to as the "Adjustment Number"). Following the
payment of the full amount of the Series A Liquidation
Preference and the Capital Adjustment in respect of all
outstanding shares of Series A Preferred Stock and Common
Stock, respectively, holders of Series A Preferred Stock and
holders of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with
respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.
(B) In the event, however that there are not sufficient assets
available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of
Preferred Stock and Class A Preferred Stock, if any, which rank
on a parity with the Series A Preferred Stock, then such
remaining assets shall be distributed ratably to
6
<PAGE>
the holders of Series A Preferred Stock and the holders of
such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there
are not sufficient assets available to permit payment in
full of the Capital Adjustment, then such remaining assets
shall be distributed ratably to the holders of Common Stock.
(C) In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare or pay any
dividend on the Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the Adjustment
Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a
fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, Combination, etc. In
case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case
the shares of Series A Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to
the provision for adjustment hereinafter set forth) equal to
1,000 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be,
into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare or pay any dividend on
the Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in
each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Series A
Preferred Stock shall not be redeemable.
Section 9. Ranking. The Series A Preferred Stock shall
rank junior to all other series of the Corporation's Preferred
Stock and Class A Preferred Stock as to the payment of dividends
and the distribution of assets, unless the terms of any such
series shall provide otherwise.
Section 10. Amendment. At any time that any shares of
Series A Preferred Stock are outstanding, the Articles of
Incorporation of the Corporation shall not be amended in any
manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so
as to affect them adversely without the affirmative vote of the
holders of a majority or more of the outstanding shares of
Series A Preferred Stock, voting separately as a class.
7
<PAGE>
Section 11. Fractional Shares. Series A Preferred Stock
may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to
exercise voting rights, to receive dividends, to participate in
distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.
IN WITNESS WHEREOF, this Certificate of Designation is
executed on behalf of the Corporation by its duly authorized
officers this 14th day of April, 1999.
WILLBROS GROUP, INC.
By: /s/ Melvin F. Spreitzer
--------------------------
Melvin F. Spreitzer
Executive Vice President
ATTEST:
/s/ John N. Hove
- ----------------------
John N. Hove
Corporate Secretary
8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S JUNE 30, 1999 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 30,292
<SECURITIES> 0
<RECEIVABLES> 44,231
<ALLOWANCES> 947
<INVENTORY> 0
<CURRENT-ASSETS> 79,876
<PP&E> 134,238
<DEPRECIATION> 67,891
<TOTAL-ASSETS> 162,658
<CURRENT-LIABILITIES> 73,358
<BONDS> 0
0
0
<COMMON> 755
<OTHER-SE> 82,052
<TOTAL-LIABILITY-AND-EQUITY> 162,658
<SALES> 70,078
<TOTAL-REVENUES> 70,078
<CGS> 61,852
<TOTAL-COSTS> 87,830
<OTHER-EXPENSES> (2,550)
<LOSS-PROVISION> 148
<INTEREST-EXPENSE> 65
<INCOME-PRETAX> (15,202)
<INCOME-TAX> 1,458
<INCOME-CONTINUING> (16,660)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,660)
<EPS-BASIC> (1.27)
<EPS-DILUTED> (1.27)
</TABLE>
