Attached files
Exhibit 99.3
Summary Historical Consolidated Financial and Operating Data
The following consolidated financial information for the years ended December 31, 2008 and 2007 are derived from our audited consolidated financial statements included in this offering memorandum. The following consolidated financial information as of September 30, 2009 and for the nine month periods ended September 30, 2009 and 2008 has been derived from our unaudited consolidated financial statements included in this offering memorandum. The financial information as of and for the nine month periods ended September 30, 2009 and 2008 include, in management’s opinion, all adjustments necessary for the fair presentation of our parent’s financial position as of such date and our results of operations for such periods and may not be indicative of results to be expected for the full year.
We have not included any financial or operating data for any periods prior to those listed above because we did not generate revenue or have significant operations prior to February 2009, when we deployed our first jackup rig. Prior to June 2008, when we completed the acquisition of Offshore Group Investment Limited and our merger with our predecessor, Vantage Energy Services, Inc. (“Vantage Energy”), we had no operating assets or revenue. For these periods, the issuer had no assets or operations and, as a result, we have not presented any financial or operating data for the issuer.
The information presented below should be read in conjunction with “Use of Proceeds,” “Capitalization,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited financial statements and related notes thereto included elsewhere in this offering memorandum.
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| Fiscal Year Ended December 31, |
Nine Months Ended September 30, |
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| 2007 | 2008 | 2008 | 2009 | |||||||||||||
| Statement of Operations Data: |
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| Revenue |
$ | — | $ | 913 | $ | — | $ | 72,935 | ||||||||
| Operating costs and expenses |
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| Operating costs |
— | 5,365 | 2,243 | 35,550 | ||||||||||||
| General and administrative |
937 | 9,333 | 5,863 | 11,140 | ||||||||||||
| Impairment and termination costs (1) |
— | 38,286 | — | — | ||||||||||||
| Depreciation |
10 | 101 | 23 | 6,923 | ||||||||||||
| Total operating expenses |
947 | 53,086 | 8,129 | 53,613 | ||||||||||||
| Operating income (loss) |
(947 | ) | (52,173 | ) | (8,129 | ) | 19,322 | |||||||||
| Other income (expense) |
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| Interest income |
7,699 | 4,095 | 4,089 | 13 | ||||||||||||
| Interest expense |
— | (56 | ) | — | (4,004 | ) | ||||||||||
| Other income |
— | 86 | — | 316 | ||||||||||||
| Total other income (expense) |
7,699 | 4,125 | 4,089 | (3,675 | ) | |||||||||||
| Income (loss) before income taxes |
6,752 | (48,049 | ) | (4,040 | ) | 15,647 | ||||||||||
| Income tax provision (benefit) |
2,299 | (670 | ) | (130 | ) | 2,534 | ||||||||||
| Net income (loss) |
$ | 4,454 | $ | (47,378 | ) | $ | (3,910 | ) | $ | 13,113 | ||||||
| Other Financial Data: |
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| EBITDA (2) |
$ | (937 | ) | $ | (51,986 | ) | $ | (8,106 | ) | $ | 26,561 | |||||
| Adjusted EBITDA (3) |
(937 | ) | (11,279 | ) | (6,820 | ) | 30,197 | |||||||||
| Capital expenditures |
122 | 384,172 | 321,833 | 200,102 | ||||||||||||
| EBITDA Reconciliation: |
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| Net income (loss) |
$ | 4,454 | $ | (47,378 | ) | $ | (3,910 | ) | $ | 13,113 | ||||||
| Income tax provision (benefit) |
2,299 | (670 | ) | (130 | ) | 2,534 | ||||||||||
| Interest (income) expense |
(7,699 | ) | (4,039 | ) | (4,089 | ) | 3,991 | |||||||||
| Depreciation |
10 | 101 | 23 | 6,923 | ||||||||||||
| EBITDA (2) |
(937 | ) | (51,986 | ) | (8,106 | ) | 26,561 | |||||||||
| Impairment and termination costs (1) |
— | 38,286 | — | — | ||||||||||||
| Share-based compensation expense |
— | 2,420 | 1,286 | 3,636 | ||||||||||||
| Adjusted EBITDA (3) |
$ | (937 | ) | $ | (11,279 | ) | $ | (6,820 | ) | $ | 30,197 | |||||
| As of September 30, 2009 | |||
| Balance Sheet Data: |
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| Cash and cash equivalents |
$ | 65,586 | |
| Property and equipment, net |
752,583 | ||
| Total assets |
979,180 | ||
| Total debt |
281,741 | ||
| Total shareholders’ equity |
666,308 | ||
(Dollars in thousands)
| (1) | Includes $10.0 million termination fee related to the Titanium Explorer purchase option and write-off of the book value of the rig when the purchase option was not exercised. |
| (2) | We present EBITDA as net income (loss) before (i) provision (benefit) for income taxes, (ii) interest (income) expense and (iii) depreciation and amortization expense. EBITDA is a non-GAAP financial measure as defined under the rules of the SEC, and is intended as a supplemental measure of our performance. We believe this measure is commonly used by analysts and investors to analyze and compare companies on the basis of operating performance that have different financing and capital structures and tax rates. For more information, see “Non-GAAP Financial Measures.” |
| (3) | Adjusted EBITDA represents EBITDA adjusted to exclude impairment and termination costs. EBITDA and Adjusted EBITDA, which are non-GAAP financial measures as defined under the rules of the SEC, are not substitutes for net income, operating income or any other performance measure derived in accordance with GAAP. We believe that EBITDA and Adjusted EBITDA are commonly used by analysts and investors to analyze and compare companies on the basis of operating performance that have different financing and capital structures and tax rates. |
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