UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 22, 2005
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WILLBROS GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Republic of Panama
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(State or Other Jurisdiction of Incorporation)
1-11953 98-0160660
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(Commission File Number) (IRS Employer Identification No.)
Plaza 2000 Building, 50th Street, 8th Floor, P.O. Box
0816-01098, Panama, Republic of Panama
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(Address of Principal Executive Offices) (Zip Code)
(50-7) 213-0947
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 28, 2005, Willbros Group, Inc. (the "Company") issued a
press release announcing that its previously issued financial statements for
fiscal years 2002 and 2003 and the first, second and third quarters of 2004
should not be relied upon because of errors in those financial statements and
that thosefinancial statements would be restated to make the necessary
accounting adjustments. The press release also gave guidance for 2005. For
further information, please see Item 4.02 below and the text of the press
release, attached as Exhibit 99 to this Current Report on Form 8-K.
ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
(a) On February 28, 2005, the Company issued a press release announcing
that the Company has concluded that its previously issued financial statements
for fiscal years 2002 and 2003 and the first, second and third quarters of 2004
should not be relied upon because of errors in those financial statements and
that the Company would restate those financial statements to make the necessary
accounting adjustments. The Company reached this conclusion on February 22, 2005
upon the recommendation of management and with the concurrence of the Company's
independent auditors. The press release is attached as Exhibit 99 to this
Current Report on Form 8-K.
The restatements pertain to the under reporting of Bolivian withholding
taxes on payments made to affiliated companies and the improper filing of value
added tax returns with respect to a project completed in Bolivia. Based on
current information, the Company estimates that the approximate effect of the
Bolivian tax matters for all periods affected will range between $4.2 million
and $5.8 million. Adjustments to prior periods resulting from the Bolivian tax
matters will be to reduce 2002 net income by $0.9 million, increase the 2003 net
loss by $2.6 million, increase the first quarter 2004 net loss by $0.1 million,
change the second quarter 2004 net loss by an amount ranging from a $0.1 million
charge to a $1.5 million benefit and increase the third quarter 2004 net loss by
$1.8 million. The Company also expects to include a fourth quarter 2004 charge
of approximately $0.3 million associated with resolving the Bolivian tax issues.
The Company will file an amended Annual Report on Form 10-K for 2003 and amended
Quarterly Reports on Form 10-Q for the first, second and third quarters of 2004,
prior to filing its 2004 Annual Report on Form 10-K.
The Audit Committee's ongoing investigation into the activities of the
former head of the Company's international operations is continuing in certain
international areas previously under his management. Because the investigation
is ongoing, the Company can provide no assurance that, upon completion of the
investigation, the Company will not conclude, either for qualitative or
quantitative reasons, that the Company's historical financial statements require
restatement with respect to matters or periods beyond those discussed above. In
such event, there can be no assurance that the amount of those additional
adjustments will not be material individually or in the aggregate.
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The Audit Committee has discussed with KPMG LLP, the Company's
independent auditors, the matters disclosed under Item 4.02(a) in this Current
Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is furnished herewith:
99 Press Release dated February 28, 2005.
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SIGNATURES
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 hereunto duly authorized.
WILLBROS GROUP, INC.
Date: February 28, 2005 By: /s/ Warren L. Williams
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Warren L. Williams
Senior Vice President, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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99 Press Release dated February 28, 2005.
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