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EX-23.1 - EX-23.1 - PATTERSON UTI ENERGY INCd387499dex231.htm
EX-99.2 - EX-99.2 - PATTERSON UTI ENERGY INCd387499dex992.htm
EX-99.1 - EX-99.1 - PATTERSON UTI ENERGY INCd387499dex991.htm
EX-23.2 - EX-23.2 - PATTERSON UTI ENERGY INCd387499dex232.htm
EX-10.2 - EX-10.2 - PATTERSON UTI ENERGY INCd387499dex102.htm
EX-10.1 - EX-10.1 - PATTERSON UTI ENERGY INCd387499dex101.htm
8-K - FORM 8-K - PATTERSON UTI ENERGY INCd387499d8k.htm

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2016 combine the historical consolidated statements of operations of Patterson-UTI and SSE, giving effect to the merger as if it had occurred on January 1, 2016. The unaudited pro forma condensed combined balance sheet as of December 31, 2016 combines the historical condensed consolidated balance sheets of Patterson-UTI and SSE, giving effect to the merger as if it had occurred on December 31, 2016. The historical condensed consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the merger, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined company’s results. The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial statements were based on and should be read in conjunction with the:

 

    separate historical financial statements of Patterson-UTI as of and for the year ended December 31, 2016 and the related notes included in Patterson-UTI’s Annual Report on Form 10-K for the year ended December 31, 2016, which has been filed separately by Patterson-UTI with the United States Securities and Exchange Commission (the “SEC”); and

 

    separate historical financial statements of SSE as of and for the five months ended December 31, 2016 and for the seven months ended July 31, 2016 and the related notes included as Exhibit 99.2 to this Current Report.

The unaudited pro forma condensed combined financial statements have been presented for informational purposes only. Such pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the merger been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting under U.S. generally accepted accounting principles, and the regulations of the SEC. All material transactions between Patterson-UTI and SSE during the periods presented in the unaudited pro forma condensed combined financial statements have been eliminated. Patterson-UTI will be considered the acquirer in the merger for accounting purposes. The acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing these unaudited pro forma condensed combined financial statements. Differences between these preliminary estimates and the final acquisition accounting will occur, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the merger, the costs to integrate the operations of Patterson-UTI and SSE, or the costs necessary to achieve any such cost savings, operating synergies or revenue enhancements.

 

1


PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2016

(in thousands)

 

     Patterson-UTI     SSE     Reclass
Adjustments
         Pro Forma
Adjustments
         Pro Forma
Combined
 
ASSETS                 

Current assets:

                

Cash and cash equivalents

   $ 35,152     $ 48,654     $ —          $ 471,570     B    $ 125,767  
              (429,609   K   

Accounts receivable, net

     148,091       99,530       —            —            247,621  

Federal and state income taxes receivable

     2,126       —         —            —            2,126  

Inventory

     20,191       12,935       (8,023   A      —            25,103  

Deferred tax assets, net

     36,439       —         —            1,822     C      38,261  

Other

     41,322       14,414       2,696     A      —            58,432  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Total current assets

     283,321       175,533       (5,327        43,783          497,310  

Property and equipment, net

     3,408,963       749,540       5,327     A      216,486     D      4,380,316  

Goodwill

     86,234       —         —            452,305     E      538,539  

Intangibles, net

     2,732       —         —            41,860     F      44,592  

Deposits on equipment purchases

     16,050       —         —            —            16,050  

Note receivable

     —         21,243       —            —            21,243  

Other

     7,306       2,234       —            (1,132   G      8,408  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Total assets

   $ 3,804,606     $ 948,550     $ —          $ 753,302        $ 5,506,458  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY                 

Current liabilities:

                

Accounts payable and accrued expenses

   $ 264,815     $ 65,366     $ —          $ 16,590     H    $ 384,242  
              35,161     I   
              2,310     J   

Current portion of long-term debt

     —         5,000       —            (5,000   K      —    
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Total current liabilities

     264,815       70,366       —            49,061          384,242  

Other long-term debt

     598,437       425,212       —            (425,212   K      598,437  

Deferred tax liabilities, net

     682,976       —         —            (18,417   C      741,469  
              76,910     L   

Other

     9,654       1,724       —            —            11,378  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Total liabilities

     1,555,882       497,302       —            (317,658        1,735,526  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Stockholders’ equity:

                

Common stock

     1,044,611       514,807       —            471,570     B      2,583,409  
              (514,807   M   
              1,067,228     N   

Retained earnings (deficit)

     2,116,341       (63,559     —            63,559     M      2,099,751  
              (16,590   H   

Accumulated other comprehensive loss

     (1,134     —         —            —            (1,134

Treasury stock, at cost

     (911,094     —         —            —            (911,094
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Total stockholders’ equity

     2,248,724       451,248       —            1,070,960          3,770,932  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Total liabilities and stockholders’ equity

   $ 3,804,606     $ 948,550     $ —          $ 753,302        $ 5,506,458  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

 

2


PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2016

(in thousands, except per share amounts)

 

    Patterson-UTI     SSE
Successor
5 months
    SSE
Predecessor
7 months
    Reclass
Adjustments
        Pro Forma
Adjustments
        Pro Forma
Combined
     

Operating revenues:

                 

Contract drilling

  $ 543,663     $ 116,730     $ 154,794     $ —         $ —         $ 815,187    

Pressure pumping

    354,070       89,493       160,723       —           —           604,286    

Oilfield Rentals

    —         16,155       18,402       —           —           34,557    

Other

    18,133       —         —         —           —           18,133    
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

Total operating revenues

    915,866       222,378       333,919       —           —           1,472,163    
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

Operating costs and expenses:

                 

Contract drilling

    305,804       52,571       57,573       —           —           415,948    

Pressure pumping

    334,588       100,401       158,569       (846   AA     —           580,852    
          (11,860   BB        

Oilfield Rentals

    —         12,827       20,172       —           —           32,999    

Other

    8,384       927       700       —           —           10,011    

Depreciation, depletion, amortization and impairment

    668,434       73,898       168,541       11,860     BB     (254,299   CC     825,107    
              32,970     DD    
              123,703     EE    

Selling, general and administrative

    69,205       31,808       66,667       846     AA     —           168,526    

Other operating (income) expense, net

    (14,323     (1,748     848       —           —           (15,223  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

Total operating costs and expenses

    1,372,092       270,684       473,070       —           (97,626       2,018,220    
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

Operating (loss) income

    (456,226     (48,306     (139,151     —           97,626         (546,057  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

Other income (expense):

                 

Interest income

    327       —         —         —           —           327    

Interest expense, net of amount capitalized

    (40,366     (15,497     (48,116     —           63,613     FF     (40,366  

Other

    69       244       (27,574     —           —           (27,261  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

Total other income (expense)

    (39,970     (15,253     (75,690     —           63,613         (67,300  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

(Loss) income before income
taxes

    (496,196     (63,559     (214,841     —           161,239         (613,357  

Income tax (benefit) expense

    (177,562     —         (59,131     —           56,434     GG     (180,259  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

Net (loss) income

  $ (318,634   $ (63,559   $ (155,710   $ —         $ 104,805       $ (433,098  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

Net loss per common share:

                 

Basic and Diluted

  $ (2.18   $ (2.86   $ (2.84           $ (2.04  
 

 

 

   

 

 

   

 

 

           

 

 

   

Weighted average number of common shares outstanding:

                 

Basic and Diluted

    146,178       22,186       54,832           (11,310       211,886     HH
 

 

 

   

 

 

   

 

 

       

 

 

     

 

 

   

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

 

3


PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1: Description of Transaction

On April 20, 2017, Seventy Seven Energy Inc., a Delaware corporation (“SSE”), became a wholly-owned subsidiary of Patterson-UTI Energy, Inc., a Delaware corporation (“Patterson-UTI”), as a result of the merger of Pyramid Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Patterson-UTI (“Merger Sub”), with and into SSE (the “Merger”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of December 12, 2016, by and among Patterson-UTI, SSE, and Merger Sub (the “Merger Agreement”).

At the effective time of the Merger (the “Effective Time”) each issued and outstanding share of SSE common stock, par value $0.01 per share, other than shares owned by SSE and its wholly owned subsidiaries, shares owned by Patterson-UTI or Merger Sub and shares for which appraisal rights held by SSE stockholders have been perfected in compliance with Section 262 of the General Corporation Law of the State of Delaware, was converted into the right to receive 1.7851 shares (the “Exchange Ratio”) of newly issued Patterson-UTI common stock, par value $0.01 per share, rounded down to the nearest whole share. Instead of issuing fractional shares, each SSE stockholder who otherwise would have been entitled to receive a fraction of a share of Patterson-UTI common stock will receive cash (without interest) in lieu thereof, upon surrender of his or her shares of SSE common stock. Based on the number of shares of SSE common stock issued and outstanding immediately prior to the Effective Time, a total of 47,538,488 shares of Patterson-UTI common stock were issued to the former holders of SSE common stock pursuant to the Merger Agreement.

Immediately prior to the Effective Time, each SSE restricted stock unit award granted prior to December 12, 2016 that was outstanding as of immediately prior to the Effective Time (the “Incentive Awards”) immediately vested, any forfeiture restrictions applicable to such Incentive Awards immediately lapsed, the Incentive Awards were deemed settled, and each share of SSE common stock subject to such Incentive Awards was treated as a share of SSE common stock. At the Effective Time, each such share of SSE common stock that was distributed in settlement of the Incentive Awards entitled the holder thereof to receive the Merger Consideration. In addition, at the Effective Time, each SSE restricted stock unit award granted on or following December 12, 2016 was assumed by Patterson-UTI and converted into a restricted stock unit award, with the same terms and conditions as in effect immediately prior to the Effective Time, covering a number of shares of Patterson-UTI common stock equal to (i) the number of shares of SSE common stock subject to the award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, rounded to the nearest whole share.

Note 2: Basis of Presentation

The merger is reflected in the unaudited pro forma condensed combined financial statements pursuant to the acquisition method of accounting. Under the acquisition method, the total estimated purchase price as described in Note 3 was measured at the closing date of the merger using the market price of Patterson-UTI common stock at that time. The assets and liabilities of SSE have been measured at fair value based on various preliminary estimates using assumptions that Patterson-UTI management believes are reasonable utilizing information currently available. Use of different

 

4


PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

 

estimates and assumptions could yield materially different results. There were limitations on the type of information that could be exchanged between Patterson-UTI and SSE until the merger was complete.

The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows. The excess of the purchase price over the estimated amounts of identifiable assets and liabilities of SSE as of the effective date of the merger will be allocated to goodwill. The purchase price allocation is subject to finalization of Patterson-UTI’s analysis of the fair value of the assets and liabilities of SSE as of the effective date of the merger. Accordingly, the purchase price allocation in the unaudited pro forma condensed combined financial statements is preliminary and will be adjusted upon completion of the final analysis of the fair value of the assets and liabilities of SSE. Such adjustments could be material.

In accordance with the SEC’s rules and regulations, the unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the merger, or the costs necessary to integrate the operations of Patterson-UTI and SSE or achieve any such cost savings, operating synergies or revenue enhancements.

Now that the merger is complete Patterson-UTI will perform a detailed review of SSE’s accounting policies. As a result of that review, Patterson-UTI may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the consolidated financial statements of the combined company.

Further review of SSE’s financial statements may result in revisions to SSE’s historical presentation to conform to Patterson-UTI’s presentation.

Note 3: Consideration Transferred

The following is the consideration transferred to effect the acquisition of SSE.

 

     (in thousands, except
exchange ratio and per
share amounts)
 

Equity Consideration:

     

Number of shares of SSE common stock outstanding as of December 31, 2016

     22,354     

Number of SSE “in-the-money” warrants exercised after December 31, 2016

     2,812     

Number of SSE restricted stock unit awards vesting on change of control

     1,182     

Number of SSE retention restricted stock unit awards

     283     
  

 

 

    
     26,631     

Multiplied by the exchange ratio

     1.7851     
  

 

 

    

Patterson-UTI shares of common stock issued in connection with the merger

     47,538     

Patterson-UTI common stock share price on April 20, 2017

   $ 22.45     
  

 

 

    

Common stock equity consideration

        1,067,228  

Other Consideration

     

SSE Long-Term Debt repaid by Patterson-UTI

        472,000  
     

 

 

 

Consideration transferred

        1,539,228  
     

 

 

 

 

5


PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

 

Note 4: Estimate of Assets to be Acquired and Liabilities to be Assumed

The following is a preliminary estimate of the assets acquired and the liabilities assumed by Patterson-UTI, reconciled to the estimate of consideration expected to be transferred:

 

     (in thousands)  

Book value of assets acquired at December 31, 2016

   $ 948,550  

Less: SSE liabilities acquired at December 31, 2016

     (67,090

Less: SSE deferred financing fees on loan facility not assumed by Patterson-UTI

     (1,132

Less: SSE transaction costs

     (35,161

Add: Proceeds on exercise of SSE warrants

     42,391  

Add: Deferred tax asset revaluation

     20,239  
  

 

 

 

Adjusted book value of the net assets acquired

     907,797  
  

 

 

 

Fair value adjustments to:

  

Fixed assets

     216,486  

Intangible assets

     41,860  

Intangible liabilities

     (2,310

Deferred tax liabilities

     (76,910

Goodwill

     452,305  
  

 

 

 

Total fair value adjustments

     631,431  
  

 

 

 

Estimate of consideration expected to be transferred

   $ 1,539,228  
  

 

 

 

The following is a discussion of the adjustments made to SSE’s assets and liabilities in connection with the preparation of these unaudited pro forma condensed combined financial statements.

Fixed Assets: For purposes of these unaudited pro forma condensed combined financial statements, Patterson-UTI has estimated that the fair value adjustment to write-up fixed assets to fair value will be approximately $216 million. This estimate of fair value is preliminary and subject to change once Patterson-UTI has sufficient information as to the specific types, nature, age, condition and location of SSE’s fixed assets.

Intangible Assets and Liabilities: The fair value of identifiable intangible assets and liabilities was determined primarily using the “income approach,” which requires a forecast of all of the expected future cash flows as the primary input into either the discounted cash flow method, the relief-from-royalty method or the multi-period excess earnings method. Some of the more significant assumptions inherent in the development of

 

6


PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

 

intangible asset values include: the amount and timing of projected future cash flows, the differential between contractual cash flows and market-driven cash flows, the discount rate selected to measure the risks inherent in the future cash flows, the assessment of the asset’s life cycle and various other factors. For purposes of these unaudited pro forma condensed combined financial statements, using certain high-level assumptions, the fair value of the identifiable intangible assets, their weighted average useful lives and the resulting amortization expense for the periods presented have been estimated as follows:

 

     Estimated
Fair Value
     Weighted
Average

Estimated
Useful Life
     Amortization
Expense Year Ended
December 31, 2016
 
     (in thousands)      (in years)      (in thousands)  

Assets

        

Customer relationships

   $ 4,040        7      $ 577  

Favorable drilling contracts

     37,430        2        34,573  

Tradename

     390        3        130  
  

 

 

       

 

 

 
   $ 41,860           35,280  
  

 

 

       

Liabilities

        

Unfavorable drilling contracts

   $ 2,310        1        (2,310
  

 

 

       

 

 

 
         $ 32,970  
        

 

 

 

These preliminary estimates of fair value and estimated useful life will likely be different from the final acquisition accounting, and the difference could have a material impact on the accompanying unaudited pro forma condensed combined financial statements. A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in annual amortization expense of approximately $2.5 million, assuming an overall weighted average useful life of 1.7 years. Once Patterson-UTI reviews to the specifics of SSE’s intangible assets, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets and (ii) the estimated weighted average useful life of each category of intangible assets. The estimated intangible asset values and related useful lives could be impacted by a variety of factors that may become known to Patterson-UTI only upon further review of additional information.

Deferred Tax Liabilities: As of the effective date of the merger, adjustments will be made for deferred taxes as part of the accounting for the acquisition. These adjustments reflect the estimated deferred tax liability impact of the acquisition on the pro forma condensed combined balance sheet, primarily relating to estimated fair value adjustments for acquired fixed assets and intangible assets. For purposes of these unaudited pro forma condensed combined financial statements, deferred taxes are provided at the 35% U.S. federal statutory income tax rate.

Goodwill: Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the identifiable assets acquired and liabilities assumed. The qualitative factors that are expected to lead to goodwill being recognized in the acquisition include access to new geographies, access to new product lines, increased scale of operations, supply chain and corporate efficiencies as well as infrastructure optimization. Goodwill is not amortized, but rather is subject to impairment testing on at least an annual basis.

Note 5: Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

 

(A)

Reclassification made to SSE’s historical balance sheet to conform to Patterson-UTI presentation. Patterson-UTI limits the inventory line item to items for sale and as such drilling supplies are treated as

 

7


PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

 

  other current assets and fixed assets not yet in service are treated as property and equipment as opposed to SSE’s historical presentation.

 

(B) To record net proceeds of Patterson-UTI equity offering of 18.2 million shares of its common stock on January 27, 2017. The proceeds funded the repayment of SSE’s outstanding net indebtedness upon closing of the SSE merger (see item (K) below).

 

(C) To record value for the deferred tax assets of SSE that Patterson-UTI will more-likely-than-not benefit from as Patterson-UTI does not require a valuation allowance against its deferred tax assets. The non-current portion of the deferred tax asset has been shown as a reduction of deferred tax liabilities, net as the combined company has an overall non-current deferred tax liability.

 

(D) To adjust for the estimated differences between the carrying value and fair value of SSE’s fixed assets. See Note 4 for further details.

 

(E) To record the estimated goodwill created as a result of this transaction. See Note 4 for further details.

 

(F) To record the estimated fair value of identifiable intangible assets. See Note 4 for further details.

 

(G) To remove SSE deferred financing costs on a lending facility not assumed by Patterson-UTI.

 

(H) Reflects an estimate of Patterson-UTI’s transaction-related costs. Transaction costs related to the merger with SSE include advisory and legal fees, and retention and severance payments. These amounts will be expensed as incurred and are not reflected in the unaudited pro forma condensed combined statements of operations because they will not have a continuing impact to the combined company’s results of operations.

 

(I) Reflects an estimate of SSE’s merger-related transaction costs, including advisory and legal fees as well as amounts relating to employee benefits such as change in control payments and restricted stock unit vesting. These amounts will be expensed by SSE as incurred and, while not reflected in the unaudited pro forma condensed combined statements of operations because they will not have a continuing impact to the combined company’s results of operations, they are reflected as a retained earnings adjustment on the pro forma balance sheet.

 

(J) To record the estimated fair value of identifiable intangible liabilities for unfavorable drilling contracts.

 

(K) To record the repayment of SSE long-term debt at gross value of $472 million with $42.4 million of proceeds from the exercise of SSE warrants and $430 million from available cash. The difference between the gross value of the SSE’s long-term debt and the fair value reflected on SSE’s December 31, 2016 balance sheet increased goodwill.

 

(L) Represents the estimated deferred tax liability related to the fair value adjustments made to assets acquired and liabilities assumed, excluding goodwill, as calculated below:

Establish deferred tax liabilities (assets) for the following (in thousands):

 

Identified intangible assets

   $ 41,860  

Identified intangible liabilities

     (2,310

Increase in the basis of fixed assets

     216,486  

Write-off of SSE deferred financing fees

     (1,132

SSE transaction costs

     (35,161
  

 

 

 
     219,743  

U.S. federal statutory tax rate

     35%  
  

 

 

 
   $ 76,910  
  

 

 

 

 

(M) To eliminate SSE’s historical equity balances.

 

8


PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

 

(N) To record the fair value of the equity consideration issued. See Note 3 for further details.

Note 6: Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

 

(AA) Certain reclassifications have been made to SSE’s historical statement of operations to conform with Patterson-UTI’s presentation. SSE’s historical statement of operations includes certain selling expenses in operating costs whereas Patterson-UTI reports these types of selling expenses in the selling, general and administrative line item in the statement of operations.

 

(BB) Certain reclassifications have been made to SSE’s historical statement of operations to conform with Patterson-UTI’s presentation. Fluid ends, an integral component of a frac pump unit, are expensed by SSE when placed in service. Patterson-UTI treats fluid ends as fixed assets and depreciates them over their estimated useful life. The pro forma adjustment assumes that depreciation expense approximates the amount expensed by SSE. The cost of fluid ends expensed by SSE as an operating expense has been reclassed to depreciation expense.

 

(CC) To eliminate SSE’s adjusted historical depreciation and intangible asset amortization expense.

 

(DD) Reflects amortization expense associated with intangible assets recorded in this transaction. See Note 4 for further details.

 

(EE) Represents depreciation expense associated with the estimated fair value of SSE’s fixed assets. Depreciation was calculated by asset class over an average estimated life relevant for that class of assets. The average estimated life on an aggregate basis was approximately 8 years.

 

(FF) To eliminate SSE’s historical interest expense under its previous capital structure as none of the historical debt of SSE was assumed by Patterson-UTI in connection with the acquisition, due to covenants under Patterson-UTI’s revolving credit facility.

 

(GG) Patterson-UTI has assumed a 35% tax rate when estimating the tax impacts of the appropriate pro forma adjustments, which represents the U.S. federal statutory tax rate. The effective tax rate of the combined company could be significantly different from what is presented in these unaudited pro forma condensed combined financial statements for a variety of reasons, including post-merger activities.

The tax impact of the pro forma adjustments has been calculated as follows ($ in thousands):

 

     Year Ended
December 31, 2016
 

Elimination of SSE’s historical depreciation and amortization expense

   $ 254,299  

Elimination of SSE’s historical interest expense

     63,613  

Amortization expense associated with the fair value of SSE intangible assets

     (32,970

Depreciation expense associated with the fair value of SSE fixed assets

     (123,703
  

 

 

 

Pro forma reduction in expense

     161,239  

U.S. federal statutory tax rate

     35%  
  

 

 

 

Tax expense relating to pro forma reduction in expenses

   $ 56,434  
  

 

 

 

(HH) Represents the adjusted weighted-average shares outstanding calculated as follows (in thousands):

 

     Year Ended
December 31, 2016
 

Patterson-UTI weighted average historical shares outstanding

     146,178  

Patterson-UTI shares of common stock issued in equity offering

     18,170  

New Patterson-UTI shares of common stock to be issued upon merger

     47,538  
  

 

 

 

Weighted average number of diluted common shares outstanding

     211,886  
  

 

 

 

 

9