Willbros Filing Form 12b-25 with Securities and Exchange Commission
HOUSTON, March 17, 2015 /PRNewswire/ -- Willbros Group, Inc. (NYSE: WG) today announced that it is filing a Form 12b-25 Notification of Late Filing with the U.S. Securities and Exchange Commission (SEC) with regard to its Annual Report on Form 10-K for the year ended December 31, 2014. The Company has determined that it is unable to file its Form 10-K for the year ended December 31, 2014 within the prescribed time period without unreasonable effort or expense for the following reasons.
The Company does not expect to be in compliance with its Maximum Leverage Ratio and Minimum Interest Coverage Ratio for the period from March 31, 2015 through March 31, 2016. As a result, the Company is in discussions with its lenders regarding amendments and waivers to its credit agreements. Without a definitive waiver or amendment, all indebtedness under its credit agreements would become due in the next twelve months. If the debt under the Company's credit agreements becomes accelerated and the lenders demand repayment, it is expected that the Company will not have sufficient forecasted liquidity to retire its existing debt obligations, which raises substantial doubt on the Company's ability to continue as a going concern. The Company is engaged in discussions with its lenders with regard to any necessary waivers and amendments but gives no assurance that any such waivers and amendments will be finalized. As a result, the Company is unable to accurately evaluate and disclose the impact of significant risks and uncertainties associated with the Company, including its potential non-compliance with certain financial covenants. The Company has determined that a material weakness existed at December 31, 2014, over the assessment of significant risks and uncertainties associated with its ability to comply with financial covenants contained in its credit agreements, and over the assessment of its ability to meet its liquidity and capital resource needs for a reasonable period of time, primarily as a result of not reflecting certain business conditions timely and adequately in its forecast process.
As a result of the previously reported material weakness over the completeness and accuracy of estimated total revenues, costs and profits at completion for construction contracts accounted for under the percentage-of-completion method of accounting within its Oil & Gas segment, the Company undertook additional testing and review around the contract estimate process and is still finalizing its estimates related to certain long-term construction contracts.
The Company expects to file its Form 10-K for the year ended December 31, 2014 within the time period prescribed in Rule 12b-25 under the Securities Exchange Act of 1934.
John T. McNabb, II, Chairman and Chief Executive Officer, commented, "The downturn in energy prices is clearly affecting our industry and we have re-evaluated our outlook for 2015. We believe the actions we have taken to reduce overall costs and reformulate our Oil & Gas segment should result in a leaner and more reliable business model. Our fourth quarter 2014 and first quarter 2015 results will be impacted by challenging conditions and the impact of the internal actions we are taking to reduce the size of our Oil & Gas segment. We are planning for a year of intense competition and remain focused on completion of the previously planned asset sales, cost discipline and preservation of liquidity."
Willbros is a specialty energy infrastructure contractor serving the oil, gas, refining, petrochemical and power industries. Our offerings include engineering, procurement and construction (either individually or as an integrated EPC service offering), turnarounds, maintenance, facilities development and operations services. For more information on Willbros, please visit our web site at www.willbros.com.
This announcement contains forward-looking statements. All statements, other than statements of historical facts, which address activities, events or developments the Company expects or anticipates will or may occur in the future, are forward-looking statements. A number of risks and uncertainties could cause actual results to differ materially from these statements, including unanticipated accounting or other issues regarding any material weakness in internal control over financial reporting as discussed above; inability of the Company or its independent auditor to confirm relevant information or data; unanticipated issues that prevent or delay the Company's independent auditor from completing its review of financial statements or that require additional efforts, procedures or review; the untimely filing of financial statements; pending and potential investigations and lawsuits; the identification of one or more issues that require restatement of one or more other prior period financial statements; ability to remain in compliance with, or obtain waivers under, the Company's existing loan agreements; ability to dispose of businesses and assets in a timely manner at reasonable valuations; the existence of other material weaknesses in internal control over financial reporting; contract and billing disputes; new legislation or regulations detrimental to the economic operation of refining capacity in the United States; availability of quality management; availability and terms of capital; changes in, or the failure to comply with, government regulations; the promulgation, application, and interpretation of environmental laws and regulations; future E&P capital expenditures; oil, gas, gas liquids, and power prices and demand; the amount and location of planned pipelines; poor refinery crack spreads; delay of planned refinery outages and upgrades and development trends of the oil, gas, power, refining and petrochemical industries; as well as other risk factors described from time to time in the Company's documents and reports filed with the SEC. The Company assumes no obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
CONTACT:
Michael W. Collier
SVP Investor Relations
Marketing & Communications
Willbros
713-403-8038
SOURCE Willbros Group, Inc.
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