=========================================================== 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 September 30, 1997 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 November 10, 1997, was 14,989,216. =================================================================== PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS WILLBROS GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited) September 30, December 31, 1997 1996 ------------- ----------- ASSETS Current assets: Cash and cash equivalents $ 21,673 $ 24,118 Accounts receivable 68,205 53,756 Contract cost and recognized income not yet billed 7,332 3,643 Prepaid expenses 4,402 3,866 ---------- ---------- Total current assets 101,612 85,383 Spare parts, net 6,662 5,724 Property, plant and equipment, net 68,509 53,445 Other assets 6,302 2,913 ---------- ---------- Total assets $ 183,085 $ 147,465 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 1,880 $ 640 Accounts payable and accrued liabilities 38,999 32,868 Accrued income taxes 4,479 4,050 Contract billings in excess of cost and recognized income 28,875 11,102 ---------- ---------- Total current liabilities 74,233 48,660 Deferred income taxes 200 200 Other liabilities 6,160 6,219 ---------- ---------- Total liabilities 80,593 55,079 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; 14,395,826 shares issued at September 30, 1997 and 14,385,980 at December 31, 1996 719 719 Capital in excess of par value 55,599 55,475 Cumulative foreign currency translation adjustment (1,028) (784) Retained earnings 49,522 40,160 Notes receivable for stock purchases (2,320) (3,184) ---------- ---------- Total stockholders' equity 102,492 92,386 ---------- ---------- Total liabilities and stockholders' equity $ 183,085 $ 147,465 ========== ========== See accompanying notes to condensed consolidated financial statements. 2 WILLBROS GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (In thousands, except share and per share amounts) (Unaudited) Three Months Nine Months Ended September 30, Ended September 30, ---------------------- ----------------------- 1997 1996 1997 1996 --------- --------- --------- --------- Contract revenues $ 72,815 $ 47,407 $ 181,260 $ 149,863 Operating expenses: Contract 55,469 34,457 132,399 110,888 Depreciation and amortization 4,807 3,550 13,002 10,180 General and administrative 7,295 6,204 21,200 19,477 Compensation from changes in redemption value of common stock - 4,695 - 6,122 ---------- ---------- ---------- ---------- 67,571 48,906 166,601 146,667 ---------- ---------- ---------- ---------- Operating income (loss) 5,244 (1,499) 14,659 3,196 Other income (expense): Interest - net 197 (100) 265 (222) Minority interest (479) (824) (1,418) (1,602) Other - net 33 (63) 166 746 ---------- ---------- ---------- ---------- (249) (987) (987) (1,078) ---------- ---------- ---------- ---------- Income (loss) before income taxes 4,995 (2,486) 13,672 2,118 Provision for income taxes 1,112 355 4,310 1,529 ---------- ---------- ---------- ---------- Net income (loss) $ 3,883 $ (2,841) $ 9,362 $ 589 ========== ========== ========== ========== Net income (loss) per common and common equivalent share $ .27 $ (.20) $ .65 $ (.06) ========== ========== ========== ========== Weighted average number of common and common equivalent shares outstanding 14,394,633 14,210,653 14,390,062 14,063,758 ========== ========== ========== ========== See accompanying notes to condensed consolidated financial statements. 3 WILLBROS GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except share amounts) (Unaudited) Cumulative Capital Foreign Common Stock in Excess Currency ----------------------- of Par Translation Shares Par Value Value Adjustment ---------- ---------- ---------- ---------- Balance, January 1, 1997 14,385,980 $ 719 $ 55,475 $ (784) Net income - - - - Collection of notes receivable - - - - Issuance of common stock 9,846 - 124 - Foreign currency translation adjustment - - - (244) ---------- ---------- ---------- ---------- Balance, September 30, 1997 14,395,826 $ 719 $ 55,599 $ (1,028) ========== ========== ========== ========== continued- Notes Receivable Total for Stock- Retained Stock holders' Earnings Purchases Equity ---------- ---------- --------- Balance, January 1, 1997 $ 40,160 $ (3,184) $ 92,386 Net income 9,362 - 9,362 Collection of notes receivable - 864 864 Issuance of common stock - - 124 Foreign currency translation adjustment - - (244) ---------- ---------- ---------- Balance, September 30, 1997 $ 49,522 $ (2,320) $ 102,492 ========== ========== ========== See accompanying notes to condensed consolidated financial statements. 4 WILLBROS GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, ------------------------ 1997 1996 ---------- ---------- Cash flows from operating activities: Net income $ 9,362 $ 589 Reconciliation of net income to cash provided by operating activities: Depreciation and amortization 13,002 10,180 Compensation from changes in redemption value of common stock - 6,122 Loss on sales and retirements 243 64 Changes in operating assets and liabilities: Accounts receivable (14,449) (765) Contract cost and recognized income not yet billed (3,689) 7,031 Prepaid expenses and other assets (3,925) (4,403) Accounts payable and accrued liabilities 6,131 (8,409) Accrued income taxes 429 (1,860) Contract billings in excess of cost and recognized income 17,773 1,980 Other liabilities 291 477 ---------- ---------- Cash provided by operating activities 25,168 11,006 Cash flows from investing activities: Proceeds from sales of property and equipment 65 511 Purchase of property and equipment (23,902) (11,048) Purchase of spare parts (5,410) (4,845) ---------- ---------- Cash used in investing activities (29,247) (15,382) Cash flows from financing activities: Proceeds from notes payable to banks 2,482 14,440 Collection of notes receivable for stock purchases 864 908 Proceeds from common stock 124 3,270 Repayment of notes payable to banks (1,242) (11,657) Repayment of notes payable to former shareholders (350) - Purchase of treasury stock - (2,531) Payment of dividends on preferred stock - (1,448) ---------- ---------- Cash provided by financing activities 1,878 2,982 Effect of exchange rate changes on cash and cash equivalents (244) - ---------- ---------- Cash used in all activities (2,445) (1,394) Cash and cash equivalents, beginning of period 24,118 19,859 ---------- ---------- Cash and cash equivalents, end of period $ 21,673 $ 18,465 ========== ========== See accompanying notes to condensed consolidated financial statements. 5 WILLBROS GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except 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 September 30, 1997, and for all interim periods presented. All adjustments are normal recurring accruals. Certain information and footnote 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, 1996 audited consolidated financial statements and notes thereto contained in the Company's Annual Report to Stockholders for the year ended December 31, 1996. The results of operations for the period ended September 30, 1997, 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 revenues with expenses in the same currency whenever possible. To the extent it is unable to match non-U.S. currency revenues 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. At September 30, 1997, the Company had forward sales contracts on 3,500 German marks expiring at various dates through December 30, 1997, with unrealized gains of approximately $71. 3. Recent Pronouncement In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings Per Share ("SFAS No. 128"), which establishes new standards for computing and presenting earnings per share. SFAS No. 128 is effective for earnings per share calculations for periods ending after December 15, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. If the provisions of SFAS No. 128 had been adopted in the first nine months of 1997, earnings per share for all interim periods presented would not have changed. 4. Subsequent Event A secondary offering of the Company's common stock was completed in October 1997, with the sale of 4,528,250 shares of common stock, consisting of 590,641 newly issued shares resulting in net proceeds to the Company of $11,698 before offering costs, and 3,937,609 shares sold by certain stockholders of the Company for which the Company did not receive any proceeds. Subsequent to the offering there were 14,986,675 shares of common stock outstanding. 6 WILLBROS GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In thousands, except share amounts) (Unaudited) 5. Contingencies, Commitments and Other Circumstances The Company provides 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 fluctuations, expropriation of assets, civil uprisings and riots, instability of government 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 knowledgeable professionals 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. Certain post contract completion audits and reviews are being conducted by clients andor 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. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The Company derives its revenues 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 revenues 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 revenues. Revenues from fixed-price construction and engineering contracts are recognized on the percentage-of-completion method. Under this method, estimated contract revenues are 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 revenues pertaining to reimbursables are 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. Revenues from unit-price contracts are recognized as earned. Revenues from change orders, extra work, variations in the scope of work and claims are recognized when realization is assured. The Company derives its revenues from contracts with durations which vary 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 revenues are recognized. These financial factors, as well as external factors such as weather, client needs, client delays in providing approvals, labor availability, government 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. The Company recognizes anticipated contract revenue as backlog when the award of a contract is reasonably assured. Anticipated revenues 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, are not added to backlog until their realization is assured. Backlog decreased $42.8 million (21%) to $159.1 million during the quarter ended September 30, 1997. The decrease consisted of decreases in backlog of $14.5 million in North America, $14.2 million in Asia, $9.4 million in Africa, and $5.3 million in South America, offset by an increase in backlog of $.6 million in the Middle East. Additions to backlog during the quarter ended September 30, 1997, consisted of $30.1 million of new contract awards in Africa, the Middle East, North America, Asia, and South America, representing $15.8 million in engineering services, $9.8 million in specialty services and $4.5 million in construction services. 8 Results of Operations Three Months Ended September 30, 1997, Compared to Three Months Ended September 30, 1996 Contract revenues increased $25.5 million (54%) to $72.9 million. The increase consisted of (a) an increase of $19.1 million in North America for engineering services, including $10.2 million related to engineering, procurement and construction for a 45 mile (75 kilometer) 24 inch gas pipeline in the United States and Mexico and $5.3 million for work on a proposed major pipeline expansion project; (b) a $5.8 million increase in South America due to a $7.6 million increase in construction services revenue from increased marine construction and initial work on construction of 120 miles (200 kilometers) each of 36 inch and 20 inch pipelines in Venezuela, offset by a $1.8 million decrease in specialty services revenue; (c) a $2.2 million increase in Asia resulting from an increase of $10.9 million primarily from work performed on the construction of an 85 mile (135 kilometer) gas pipeline and station in Indonesia, offset by reductions in construction and engineering revenue totaling $8.7 million due to the substantial completion of a project in Pakistan; offset by (d) a decrease of $1.3 million in Africa due primarily to decreases in construction services; and (e) a decrease of $.3 million in the Middle East attributable to a $2.5 million decrease in maintenance and mechanical services work, offset by a $2.2 million increase in construction revenue related to the construction of a 25 mile (40 kilometer) 10 inch pipeline. Contract cost increased $21.1 million (61%) to $55.5 million. The increase consisted of (a) a $17.1 million increase in North America resulting from increased engineering services work; (b) a $7.2 million increase in South America from increased construction services; offset by (c) a decrease of $1.4 million in Asia due to a reduction of $6.9 million attributable to the substantial completion of a project in Pakistan, offset by an increase of $5.5 million resulting from work performed in Indonesia; (d) a decrease of $1.0 million in the Middle East due primarily to a decrease in specialty services work; and (e) a decrease of $.8 million in Africa due primarily to a decrease in specialty services work. Depreciation and amortization increased $1.2 million to $4.8 million, due to additions made to the equipment fleet to prepare for new contracts. General and administrative expense increased $1.1 million to $7.3 million to support the growth in worldwide activities. Compensation from changes in redemption value of common stock decreased $4.7 million to zero because the Company's stock redemption obligations terminated in the fourth quarter of 1996. Operating income increased $6.7 million to $5.2 million from an operating loss of $1.5 million in 1996. The increase was attributable to (a) a $3.9 million increase in North America resulting from increased engineering services work and reduction of compensation from changes in redemption value of common stock; (b) a $3.2 million increase in Asia from work performed in Indonesia, offset by anticipated additional cost overruns and delay in settlement of certain project cost recoveries on a project in Pakistan; (c) a $1.5 million increase in the Middle East primarily due to construction services work in Oman; offset by (d) a $1.8 million decrease in South America due to decreased specialty services in Venezuela, and (e) a $.1 million decrease in Africa. Interest - net increased to income of $.2 million from expense of $.1 million due to reduced borrowings under foreign credit lines. Minority interest decreased $.3 million to $.5 million due to a reduction in activity in certain work countries. 9 Provision for income taxes increased $.8 million to $1.1 million. The increase was due primarily to increases in taxable income and in tax rates in certain work countries and a lesser reduction in 1997 than in 1996 in previous estimates of income taxes in certain work countries. Nine Months Ended September 30, 1997, Compared to Nine Months Ended September 30, 1996 Contract revenues increased $31.4 million (21%) to $181.3 million. The increase consisted of (a) an increase of $38.8 million in North America for engineering services including $16.3 million related to engineering, procurement and construction for a 45 mile (75 kilometer) 24 inch gas pipeline in the United States and Mexico and $15.3 million for work on a proposed major pipeline expansion project; (b) a $3.8 million increase in South America attributable to a $13.0 million increase in construction revenue from increased marine construction and initial work on construction of 120 miles (200 kilometers) each of 36 inch and 20 inch pipelines in Venezuela, offset by a $9.2 million decrease in specialty services revenue due primarily to completion of two services contracts in 1996; (c) a $.1 million increase in Asia due to an increase of $17.6 million resulting primarily from work performed on an 85 mile (135 kilometer) gas pipeline and station in Indonesia, offset primarily by a decrease of $16.9 million due to the substantial completion of a project in Pakistan; offset by (d) a decrease of $9.5 million in Africa due to a $15.8 million decrease in specialty services which resulting from reduced coating, flowline and leak repair work, offset by a $6.3 million increase in construction revenue attributable primarily to work on a river crossing for a 24 inch pipeline; and (e) a decrease of $1.8 million in the Middle East due to a $5.1 million decrease in specialty services work, offset by a $3.3 million increase in construction revenue related to the construction of a 25 mile (40 kilometer) 10 inch pipeline. Contract cost increased $21.5 million (19%) to $132.4 million. The increase consisted of (a) a $33.0 million increase in North America from increased engineering services; (b) a $9.6 million increase in South America due to increased construction services; offset by (c) a $14.3 million reduction in Africa related to reduced specialty services work in Nigeria; (d) a $4.9 million decrease in the Middle East due to decreased specialty services work; and (e) a $1.9 million reduction in Asia including a $13.0 million decrease attibutable to the substantial completion of a project in Pakistan, offset by an increase of $11.1 million resulting from work performed in Indonesia. Depreciation and amortization increased $2.8 million to $13.0 million, due to additions made to the equipment fleet to prepare for new contracts. General and administrative expense increased $1.7 million to $21.2 million to support the growth in worldwide activities. Compensation from changes in redemption value of common stock decreased $6.1 million to zero because the Company's stock redemption obligations terminated in the fourth quarter of 1996. Operating income increased $11.5 million (359%) to $14.7 million. The increase was attributable to (a) a $7.5 million increase in North America due to increased engineering services and reduction of compensation from changes in redemption value of common stock; (b) a $5.5 million increase in Africa primarily resulting from the realization of certain cost recoveries related to services associated with activities already completed; (c) a $4.2 million increase in the Middle East due in part to a favorable winding up of a specialty services contract and increased construction services; (d) a $.9 million increase in Asia consisting of an increase of $4.1 million from work performed in Indonesia, and a decrease of $3.2 million resulting from cost overruns and delay of settlement of certain cost recoveries on a project in Pakistan; offset by (e) a $6.6 million decrease in South America due to decreased specialty services in Venezuela. Interest - net increased $.5 million to income of $.3 million, due to reduced borrowings under foreign credit lines. 10 Minority interest decreased $.2 million to $1.4 million due to a reduction in activity in certain work countries. Other - net decreased $.6 million to $.1 million, due primarily to a reduction in foreign exchange gains. Provision for income taxes increased $2.8 million to $4.3 million. The increase was due primarily to increases in taxable income and in tax rates in certain work countries and a lesser reduction in 1997 than in 1996 in previous estimates of income taxes in certain countries. 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 decreased $2.4 million (10%) to $21.7 million at September 30, 1997, from $24.1 million at December 31, 1996. The decrease is due to $29.2 million in net capital expenditures for the purchase of equipment and spare parts and a $.2 million reduction due to foreign currency translation adjustments, offset by positive cash flows of $25.2 million from operations (including $2.6 million provided by changes in operating assets and liabilities) and $1.8 million from financing activities. In February 1997, the Company entered into a new five-year $150 million credit agreement, that may be extended annually in one year increments, subject to certain approvals, for up to an additional three years, with a syndicated bank group including ABN AMRO Bank N.V. as agent and Credit Lyonnais New York Branch, as co-agent. The new credit agreement provides for a $100 million revolving credit facility, part of which can be used for acquisitions and equity investments. The entire facility, less amounts used under the revolving portion 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 new 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 new credit agreement are secured by the stock of the principal subsidiaries of the Company. The new 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 September 30, 1997, outstanding letters of credit totaled $39.3 million and there were no borrowings, leaving $110.7 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 was approximately $9.8 million at September 30, 1997. The Company believes that cash flow 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 1998. The Company estimates capital expenditures for equipment and spare parts of approximately $46 million during 1997. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable 11 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 - ------- --------------------------------------------------- Not applicable Item 5. Other Information - ------- ----------------- Not applicable Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibits: The following documents are included as exhibits to this Form 10-Q 11 Computation of Income (Loss) Per Common and Common Equivalent Share. 27 Financial Data Schedule. (b) Reports on Form 8-K There were no current reports on Form 8-K filed during the three months ended September 30, 1997. 12 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: November 12, 1997 By: /s/ Melvin F. Spreitzer ----------------------------- Melvin F. Spreitzer Executive Vice President, Chief Financial Officer, and Treasurer 13 EXHIBIT INDEX The following documents are included as exhibits to this Form 10-Q Exhibit Number Description ------- ------------------------------------------------------------ 11 Computation of Income (Loss) Per Common and Common Equivalent Share. 27 Financial Data Schedule.