Attached files
file | filename |
---|---|
8-K/A - FORM 8-K/A - KEY ENERGY SERVICES INC | c06733e8vkza.htm |
EX-2.2 - EXHIBIT 2.2 - KEY ENERGY SERVICES INC | c06733exv2w2.htm |
EX-2.3 - EXHIBIT 2.3 - KEY ENERGY SERVICES INC | c06733exv2w3.htm |
EX-2.1 - EXHIBIT 2.1 - KEY ENERGY SERVICES INC | c06733exv2w1.htm |
EX-99.1 - EXHIBIT 99.1 - KEY ENERGY SERVICES INC | c06733exv99w1.htm |
EXHIBIT 99.2
KEY ENERGY SERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements of Key Energy
Services, Inc. (the Company or Key) are included herein:
| Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2010; |
| Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the six months ended June 30, 2010 and 2009; |
| Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the years ended December 31, 2009, 2008 and 2007; and |
| Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. |
The above referenced unaudited pro forma condensed consolidated financial statements are based
on historical financial statements of the Company after giving effect to the divestiture (the
Patterson Transaction) of the Companys pressure pumping and wireline services businesses and
related assets (the Divested Businesses) to certain wholly-owned subsidiaries of Patterson-UTI
Energy, Inc., a Delaware corporation (Patterson-UTI), pursuant to an Asset Purchase Agreement, as
amended, modified and supplemented (the Sale Agreement), by and among the Company and its
wholly-owned subsidiaries Key Energy Pressure Pumping Services, LLC, a Texas limited liability
company, and Key Electric Wireline Services, LLC, a Delaware limited liability company, and
Patterson-UTI and its wholly-owned subsidiary Universal Pressure Pumping, Inc. (formerly known as
Portofino Acquisition Company), a Delaware corporation. At the closing of the Patterson
Transaction, the Company received $237.7 million in cash consideration for the Divested Businesses.
The final purchase price is subject to certain post-closing adjustments based on closing inventory
and the value of certain owned properties retained by the Company.
These unaudited pro forma condensed consolidated financial statements have been prepared by
applying pro forma adjustments to the unaudited condensed consolidated financial statements
included in the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2010 and 2009 (the Second Quarter 2010 Form 10-Q) and the consolidated financial statements included in
the Companys Annual Report on Form 10-K for the period ended December 31, 2009, 2008 and 2007 (the 2009 Form
10-K). The unaudited pro forma condensed consolidated balance sheet has been adjusted to give
effect to the Patterson Transaction as if the Patterson Transaction had been consummated as of June
30, 2010. The unaudited pro forma condensed consolidated statements of operations have been
adjusted to give effect to the Patterson Transaction as if the Patterson Transaction had been
consummated as of the following dates:
| January 1, 2010 for the six months ended June 30, 2010 |
| January 1, 2009 for the six months ended June 30, 2009 |
| January 1, 2009 for the year ended December 31, 2009 |
| January 1, 2008 for the year ended December 31, 2008 |
| January 1, 2007 for the year ended December 31, 2007 |
In creating the unaudited pro forma condensed consolidated financial statements, the primary
adjustments to the historical financial statements were (i) the removal of the assets sold in the
Patterson Transaction, (ii) the receipt of proceeds received in connection with the Patterson
Transaction, (iii) the removal of the results of operations attributable to the Divested Businesses
that were sold and (iv) the recognition of fees and other costs related to the Patterson
Transaction.
1
The pro forma adjustments, as described in the notes to these unaudited pro forma condensed
consolidated financial statements, are based on information currently available to management, and
the Company believes that these pro forma adjustments are reasonable, factually supportable and
directly attributable to the Patterson Transaction. The unaudited pro forma condensed consolidated
financial statements are presented for informational purposes only and are not intended to
represent and may not be indicative of operating results or financial position that would have
occurred had the Patterson Transaction been completed as of June 30, 2010 (in the case of the
unaudited pro forma condensed consolidated balance sheet) or as of January 1, 2010, 2009, 2008 and
2007, respectively in the case of the unaudited pro forma condensed consolidated statements of
operations, nor are they intended to represent and they may not be indicative of future operating
results or financial position of the Company. These unaudited pro forma condensed consolidated
financial statements and the accompanying notes should be read together with the Companys audited
consolidated financial statements and accompanying notes as of and for the year ended December 31,
2009, and Managements Discussion and Analysis of Financial Condition and Results of Operations
(MD&A) included in the 2009 Form 10-K, as well as in conjunction with the Companys unaudited
condensed consolidated financial statements and accompanying notes as of and for the quarterly
periods ended March 31, 2010 and June 30, 2010, and the MD&A included in the Companys Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2010 and June 30, 2010.
2
KEY ENERGY SERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of June 30, 2010
(in thousands, except share data)
As of June 30, 2010
(in thousands, except share data)
Key Historical (a) | Adjustments | Key Pro Forma | ||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 47,040 | $ | 232,174 | (c) | $ | 279,214 | |||||
Accounts receivable, net of allowance for doubtful accounts of $6,560 |
284,916 | | 284,916 | |||||||||
Inventory |
21,191 | | 21,191 | |||||||||
Other current assets |
58,168 | (325 | )(e) | 57,843 | ||||||||
Current assets held for sale |
7,631 | (7,631 | )(b) | | ||||||||
Total current assets |
418,946 | 224,218 | 643,164 | |||||||||
Property and equipment |
1,619,590 | | 1,619,590 | |||||||||
Accumulated depreciation |
(837,613 | ) | | (837,613 | ) | |||||||
Property and equipment, net |
781,977 | | 781,977 | |||||||||
Goodwill |
349,107 | | 349,107 | |||||||||
Other intangible assets, net |
35,986 | | 35,986 | |||||||||
Deferred financing costs, net |
9,114 | | 9,114 | |||||||||
Equity method investments |
6,214 | | 6,214 | |||||||||
Other noncurrent assets |
13,228 | | 13,228 | |||||||||
Noncurrent assets held for sale |
67,264 | (67,264 | )(b) | | ||||||||
TOTAL ASSETS |
$ | 1,681,836 | $ | 156,954 | $ | 1,838,790 | ||||||
LIABILITIES AND EQUITY |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable |
$ | 50,488 | $ | | $ | 50,488 | ||||||
Current portion of capital leases, notes payable and long-term debt |
5,714 | (236 | )(d) | 5,478 | ||||||||
Other current liabilities |
169,443 | 68,397 | (e)(f) | 237,840 | ||||||||
Total current liabilities |
225,645 | 68,161 | 293,806 | |||||||||
Capital leases, notes payable and long-term debt |
517,464 | (1,081 | )(d) | 516,383 | ||||||||
Other noncurrent liabilities |
200,502 | (11,244 | )(e) | 189,258 | ||||||||
Commitments and contingencies |
||||||||||||
Equity: |
||||||||||||
Common stock, $0.10 par value; 200,000,000 shares authorized, 125,637,523
shares issued and outstanding |
12,564 | | 12,564 | |||||||||
Additional paid-in capital |
616,397 | 422 | (g) | 616,819 | ||||||||
Accumulated other comprehensive loss |
(50,999 | ) | | (50,999 | ) | |||||||
Retained earnings |
127,342 | 100,696 | (h) | 228,038 | ||||||||
Total equity attributable to Key |
705,304 | 101,118 | 806,422 | |||||||||
Noncontrolling interest |
32,921 | | 32,921 | |||||||||
Total equity |
738,225 | 101,118 | 839,343 | |||||||||
TOTAL LIABILITIES AND EQUITY |
$ | 1,681,836 | $ | 156,954 | $ | 1,838,790 | ||||||
See the notes to unaudited pro forma condensed consolidated financial statements.
3
KEY ENERGY SERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2010
(in thousands, except per share data)
For the Six Months Ended June 30, 2010
(in thousands, except per share data)
Key Historical (i) | Adjustments | Key Pro Forma | ||||||||||
REVENUES |
$ | 519,744 | $ | | $ | 519,744 | ||||||
COSTS AND EXPENSES: |
||||||||||||
Direct operating expenses |
385,373 | | $ | 385,373 | ||||||||
Depreciation and amortization expense |
65,802 | | $ | 65,802 | ||||||||
General and administrative expenses |
83,893 | 4,375 | (j) | $ | 88,268 | |||||||
Interest expense, net of amounts capitalized |
20,988 | | $ | 20,988 | ||||||||
Other, net |
(776 | ) | | $ | (776 | ) | ||||||
Total costs and expenses, net |
555,280 | 4,375 | 559,655 | |||||||||
Loss from continuing operations before taxes and noncontrolling interest |
(35,536 | ) | (4,375 | ) | (39,911 | ) | ||||||
Income tax benefit |
13,596 | 1,605 | (k) | 15,201 | ||||||||
Loss from continuing operations |
$ | (21,940 | ) | $ | (2,770 | ) | $ | (24,710 | ) | |||
Loss per share from continuing operations attributable to Key: |
||||||||||||
Basic |
$ | (0.16 | ) | $ | (0.18 | ) | ||||||
Diluted |
$ | (0.16 | ) | $ | (0.18 | ) | ||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
125,183 | 125,183 | ||||||||||
Diluted |
125,183 | 125,183 |
See the notes to unaudited pro forma condensed consolidated financial statements.
4
KEY ENERGY SERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2009
(in thousands, except per share data)
For the Year Ended December 31, 2009
(in thousands, except per share data)
Key Historical (l) | Adjustments | Key Pro Forma | ||||||||||
REVENUES |
$ | 1,078,665 | $ | (122,966 | )(m) | 955,699 | ||||||
COSTS AND EXPENSES: |
||||||||||||
Direct operating expenses |
779,457 | (103,515 | )(m) | 675,942 | ||||||||
Depreciation and amortization expense |
169,562 | (20,329 | )(m) | 149,233 | ||||||||
General and administrative expenses |
178,696 | (2,345 | )(m)(n) | 176,351 | ||||||||
Asset retirements and impairments |
159,802 | (62,767 | )(m) | 97,035 | ||||||||
Interest expense, net of amounts capitalized |
39,069 | 336 | (m) | 39,405 | ||||||||
Other, net |
(120 | ) | (714 | )(m) | (834 | ) | ||||||
Total costs and expenses, net |
1,326,466 | (189,334 | ) | 1,137,132 | ||||||||
(Loss) income from continuing operations before taxes and noncontrolling interest |
(247,801 | ) | 66,368 | (181,433 | ) | |||||||
Income tax benefit (expense) |
91,125 | (23,650 | )(o) | 67,475 | ||||||||
(Loss) income from continuing operations |
$ | (156,676 | ) | $ | 42,718 | $ | (113,958 | ) | ||||
Loss per share from continuing operations attributable to Key: |
||||||||||||
Basic |
$ | (1.29 | ) | $ | (0.94 | ) | ||||||
Diluted |
$ | (1.29 | ) | $ | (0.94 | ) | ||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
121,072 | 74 | (g) | 121,146 | ||||||||
Diluted |
121,072 | 74 | (g) | 121,146 |
See the notes to unaudited pro forma condensed consolidated financial statements.
5
KEY ENERGY SERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2009
(in thousands, except per share data)
For the Six Months Ended June 30, 2009
(in thousands, except per share data)
Key Historical (p) | Adjustments | Key Pro Forma | ||||||||||
REVENUES |
$ | 502,710 | 502,710 | |||||||||
COSTS AND EXPENSES: |
||||||||||||
Direct operating expenses |
340,647 | 340,647 | ||||||||||
Depreciation and amortization expense |
76,005 | 76,005 | ||||||||||
General and administrative expenses |
90,465 | 4,312 | (q) | 94,777 | ||||||||
Interest expense, net of amounts capitalized |
20,103 | 20,103 | ||||||||||
Other, net |
(2,222 | ) | (2,222 | ) | ||||||||
Total costs and expenses, net |
524,998 | 4,312 | 529,310 | |||||||||
Loss from continuing operations before taxes and
noncontrolling interest |
(22,288 | ) | (4,312 | ) | (26,600 | ) | ||||||
Income tax benefit |
8,477 | 1,537 | (r) | 10,014 | ||||||||
Loss from continuing operations |
$ | (13,811 | ) | $ | (2,775 | ) | $ | (16,586 | ) | |||
Loss per share from continuing operations attributable to
Key: |
||||||||||||
Basic |
$ | (0.12 | ) | $ | (0.14 | ) | ||||||
Diluted |
$ | (0.12 | ) | $ | (0.14 | ) | ||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
120,815 | 78 | (g) | 120,893 | ||||||||
Diluted |
120,815 | 78 | (g) | 120,893 |
See the notes to unaudited pro forma condensed consolidated financial statements.
6
KEY ENERGY SERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2008
(in thousands, except per share data)
For the Year Ended December 31, 2008
(in thousands, except per share data)
Key Historical (s) | Adjustments | Key Pro Forma | ||||||||||
REVENUES |
$ | 1,972,088 | $ | (347,642 | )(t) | $ | 1,624,446 | |||||
COSTS AND EXPENSES: |
||||||||||||
Direct operating expenses |
1,250,327 | (244,477 | )(t) | 1,005,850 | ||||||||
Depreciation and amortization expense |
170,774 | (21,167 | )(t) | 149,607 | ||||||||
General and administrative expenses |
257,707 | (7,188 | )(t)(u) | 250,519 | ||||||||
Asset retirements and impairments |
75,137 | (49,036 | )(t) | 26,101 | ||||||||
Interest expense, net of amounts capitalized |
41,247 | 1,375 | (t) | 42,622 | ||||||||
Other, net |
2,840 | (288 | )(t) | 2,552 | ||||||||
Total costs and expenses, net |
1,798,032 | (320,781 | ) | 1,477,251 | ||||||||
Income (loss) before taxes and noncontrolling interest |
174,056 | (26,861 | ) | 147,195 | ||||||||
Income tax (expense) benefit |
(90,243 | ) | 26,336 | (v) | (63,907 | ) | ||||||
Income (loss) from continuing operations |
$ | 83,813 | $ | (525 | ) | $ | 83,288 | |||||
Earnings per share from continuing operations
attributable to Key: |
||||||||||||
Basic |
$ | 0.68 | $ | 0.67 | ||||||||
Diluted |
$ | 0.67 | $ | 0.66 | ||||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
124,246 | 12 | (g) | 124,258 | ||||||||
Diluted |
125,565 | 12 | (g) | 125,577 |
See the notes to unaudited pro forma condensed consolidated financial statements.
7
KEY ENERGY SERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2007
(in thousands, except per share data)
For the Year Ended December 31, 2007
(in thousands, except per share data)
Key Historical (w) | Adjustments | Key Pro Forma | ||||||||||
REVENUES |
$ | 1,662,012 | $ | (303,685 | )(x) | $ | 1,358,327 | |||||
COSTS AND EXPENSES: |
||||||||||||
Direct operating expenses |
985,614 | (194,019 | )(x) | 791,595 | ||||||||
Depreciation and amortization expense |
129,623 | (18,412 | )(x) | 111,211 | ||||||||
General and administrative expenses |
230,396 | (7,806 | )(x)(y) | 222,590 | ||||||||
Interest expense, net of amounts capitalized |
36,207 | 999 | (x) | 37,206 | ||||||||
Other, net |
4,232 | (187 | )(x) | 4,045 | ||||||||
Total costs and expenses, net |
1,386,072 | (219,425 | ) | 1,166,647 | ||||||||
Income (loss) before taxes and noncontrolling interest |
275,940 | (84,260 | ) | 191,680 | ||||||||
Income tax (expense) benefit |
(106,768 | ) | 31,708 | (z) | (75,060 | ) | ||||||
Income (loss) from continuing operations |
$ | 169,172 | $ | (52,552 | ) | $ | 116,620 | |||||
Earnings per share from continuing operations attributable to Key: |
||||||||||||
Basic |
$ | 1.29 | $ | 0.89 | ||||||||
Diluted |
$ | 1.27 | $ | 0.87 | ||||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
131,194 | 131,194 | ||||||||||
Diluted |
133,551 | 133,551 |
See the notes to unaudited pro forma condensed consolidated financial statements.
8
KEY ENERGY SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(a) | Key Historicalrepresents Keys historical unaudited condensed consolidated balance sheet as of
June 30, 2010 derived from the Companys unaudited condensed consolidated financial statements
included in the Second Quarter 2010 Form 10-Q. |
|
(b) | Divested Assetsrepresents the elimination of historical amounts of the divested assets to
reflect the pro forma effect of the sale of these assets to Patterson UTI. |
June 30, 2010 | ||||
(in thousands) | ||||
Inventory |
$ | 7,631 | ||
Current assets held for sale |
7,631 | |||
Property and equipment, gross |
83,416 | |||
Accumulated depreciation |
(16,152 | ) | ||
Noncurrent assets held for sale, net |
67,264 | |||
Net assets held for sale |
$ | 74,895 | ||
(c) | Cash and Cash Equivalentsrepresents the net cash proceeds from the Patterson Transaction. |
June 30, 2010 | ||||
(in thousands) | ||||
Cash consideration |
$ | 237,700 | ||
Retention payments to Patterson-UTI (1) |
(883 | ) | ||
Other payments from Patterson-UTI (1) |
245 | |||
Proceeds before adjustments for transaction fees and other costs |
$ | 237,062 | ||
Transaction costs (2) |
(3,070 | ) | ||
Capital lease repayments (1) |
(1,317 | ) | ||
Employee benefit payments (1) |
(501 | ) | ||
Net proceeds |
$ | 232,174 | ||
(1) | Represents payments made pursuant to the terms of the Sale Agreement. |
|
(2) | Represents investment banker, legal and accounting fees incurred related to the
transaction. |
(d) | Debtrepresents the repayment of capital leases on the Divested Assets. |
|
(e) | Deferred Income Taxesrepresents the adjustments required to record the estimated difference
between the tax basis and the book basis of the Divested Assets. |
|
(f) | Other Current Liabilitiesrepresents the reduction of other current liabilities paid according
to the terms of the Sale Agreement, as well as the estimated tax liability resulting from the gain on the transaction. |
9
(g) | Additional paid-in capital and weighted average shares outstandingrepresents acceleration of
vesting of restricted stock awards upon divestiture according to terms of the Sale Agreement. |
|
(h) | Retained Earningsrepresents Keys net gain on the sale of assets, subject to post-closing
inventory adjustments. |
|
(i) | Key Historicalrepresents Keys historical unaudited condensed consolidated statement of
operations for the six months ended June 30, 2010 derived from the Companys unaudited condensed
consolidated financial statements included in the Second Quarter 2010 Form 10-Q. |
|
(j) | General and Administrative Expense |
Six Months Ended | ||||
June 30, 2010 | ||||
(in thousands) | ||||
Historical G&A Expense |
$ | 83,893 | ||
G&A expense allocated to the divested businesses |
| |||
Accelerated vesting of share based compensation |
422 | |||
Retention payment |
883 | |||
Transaction costs |
3,070 | |||
Pro forma adjustment |
4,375 | |||
Pro forma G&A Expense |
$ | 88,268 | ||
(k) | Income Tax Benefit represents the pro forma tax effect of the above adjustments based on
the tax rate of the Divested Operations for the six months ended June 30, 2010. |
|
(l) | Key Historicalrepresents Keys historical audited consolidated statement of operations for the
fiscal year ended December 31, 2009, derived from the Companys audited consolidated financial
statements included in the 2009 Form 10-K. |
|
(m) | Divested Operations represents the elimination of historical operations of the divested assets
that were not classified as discontinued operations in Keys audited consolidated statements of operations for the twelve
months ended December 31, 2009 included in the 2009 Form 10-K. |
|
(n) | General and Administrative Expense |
Twelve Months Ended | ||||
December 31, 2009 | ||||
(in thousands) | ||||
Historical G&A Expense |
$ | 178,696 | ||
G&A expense allocated to the divested businesses |
(6,556 | ) | ||
Accelerated vesting of share based compensation |
258 | |||
Retention payment |
883 | |||
Transaction costs |
3,070 | |||
Pro forma adjustment |
(2,345 | ) | ||
Pro forma G&A Expense |
$ | 176,351 | ||
10
(o) | Income Tax Benefit (Expense)represents the pro forma tax effect of the above adjustments based
on the tax rate of the Divested Operations for the year ended December 31, 2009. |
|
(p) | Key Historicalrepresents Keys historical unaudited condensed consolidated statement of
operations for the six months ended June 30, 2009 derived from the Companys unaudited condensed
consolidated financial statements included in the Second Quarter 2010 Form 10-Q. |
|
(q) | General and Administrative Expense |
Six Months Ended | ||||
June 30, 2009 | ||||
(in thousands) | ||||
Historical G&A Expense |
$ | 90,465 | ||
G&A expense allocated to the divested businesses |
| |||
Accelerated vesting of share based compensation |
359 | |||
Retention payment |
883 | |||
Transaction costs |
3,070 | |||
Pro forma adjustment |
4,312 | |||
Pro forma G&A Expense |
$ | 94,777 | ||
(r) | Income Tax Benefit (Expense)represents the pro forma tax effect of the above adjustments based
on the tax rate of the Divested Operations for the six months ended June 30, 2009. |
|
(s) | Key Historicalrepresents Keys historical audited consolidated statement of operations for the
fiscal year ended December 31, 2008, derived from the Companys audited consolidated financial
statements included in the 2009 Form 10-K. |
|
(t) | Divested Operations represents the elimination of historical operations of the divested assets
that were not classified as discontinued operations in Keys audited consolidated statements of operations for the twelve
months ended December 31, 2008 included in the 2009 Form 10-K. |
|
(u) | General and Administrative Expense |
Twelve Months Ended | ||||
December 31, 2008 | ||||
(in thousands) | ||||
Historical G&A Expense |
$ | 257,707 | ||
G&A expense allocated to the divested businesses |
(11,362 | ) | ||
Accelerated vesting of share based compensation |
221 | |||
Retention payment |
883 | |||
Transaction costs |
3,070 | |||
Pro forma adjustment |
(7,188 | ) | ||
Pro forma G&A Expense |
$ | 250,519 | ||
11
(v) | Income Tax Benefit (Expense)represents the pro forma tax effect of the above adjustments based
on the tax rate of the Divested Operations for the year ended December 31, 2008. |
|
(w) | Key Historicalrepresents Keys historical audited consolidated statement of operations for the
fiscal year ended December 31, 2007, derived from the Companys audited consolidated financial
statements included in the 2009 Form 10-K. |
|
(x) | Divested Operations represents the elimination of historical operations of the divested assets
that were not classified as discontinued operations in Keys audited consolidated statements of operations for the twelve
months ended December 31, 2007 included in the 2009 Form 10-K. |
|
(y) | General and Administrative Expense |
Twelve Months Ended | ||||
December 31, 2007 | ||||
(in thousands) | ||||
Historical G&A Expense |
$ | 230,396 | ||
G&A expense allocated to the divested businesses |
(11,759 | ) | ||
Accelerated vesting of share based compensation |
| |||
Retention payment |
883 | |||
Transaction costs |
3,070 | |||
Pro forma adjustment |
(7,806 | ) | ||
Pro forma G&A Expense |
$ | 222,590 | ||
(z) | Income Tax Benefit (Expense)represents the pro forma tax effect of the above adjustments
based on the tax rate of the Divested Operations for the year ended December 31, 2007. |
12