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EX-99.1 - EX-99.1 - PATTERSON UTI ENERGY INCpten-ex991_67.htm
8-K - 8-K-SSE-2017 PRO FORMA - PATTERSON UTI ENERGY INCpten-8k_20170420.htm

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 combines the historical consolidated statements of operations of Patterson-UTI Energy, Inc. (“Patterson-UTI”) and Seventy Seven Energy Inc. (“SSE”), giving effect to the merger as if it had occurred on January 1, 2017. The historical condensed consolidated statements of operations have been adjusted in the unaudited pro forma condensed combined statement of operations to give effect to pro forma events that are (1) directly attributable to the merger, (2) factually supportable, and (3) expected to have a continuing impact on the combined company’s results. The unaudited pro forma condensed combined statement of operations should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined statement of operations. In addition, the unaudited pro forma condensed combined statement of operations was 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, 2017 and the related notes included in Patterson-UTI’s Annual Report on Form 10-K for the year ended December 31, 2017, 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 for the three months ended March 31, 2017 and the related notes included as Exhibit 99.1 to this Current Report.

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

The unaudited pro forma condensed combined statement of operations has 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 period presented in the unaudited pro forma condensed combined statement of operations have been eliminated. Patterson-UTI was considered the acquirer in the merger for accounting purposes. The acquisition accounting is dependent upon certain valuations and other studies that have been preliminarily completed. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma condensed combined statement of operations. 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 statement of operations and the combined company’s future results of operations.

The unaudited pro forma condensed combined statement of operations does 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 STATEMENT OF OPERATIONS

 

For the year ended December 31, 2017

 

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patterson-UTI

 

 

SSE January 1, 2017 to April 20, 2017

 

 

Reclass Adjustments

 

 

Pro Forma Adjustments

 

 

 

Pro Forma Combined

 

Operating revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract drilling

$

1,040,033

 

 

$

106,583

 

 

$

 

 

$

 

 

 

$

1,146,616

 

Pressure pumping

 

1,200,311

 

 

 

120,342

 

 

 

 

 

 

 

 

 

 

1,320,653

 

Directional drilling

 

45,580

 

 

 

 

 

 

 

 

 

 

 

 

 

45,580

 

Oilfield Rentals

 

 

 

 

15,628

 

 

 

 

 

 

 

 

 

 

15,628

 

Other

 

70,760

 

 

 

 

 

 

 

 

 

 

 

 

 

70,760

 

Total operating revenues

 

2,356,684

 

 

 

242,553

 

 

 

 

 

 

 

 

 

 

2,599,237

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract drilling

 

667,105

 

 

 

61,222

 

 

 

 

 

 

 

 

 

 

728,327

 

Pressure pumping

 

966,835

 

 

 

118,633

 

 

 

(194

)

AA

 

 

 

 

 

1,076,421

 

 

 

 

 

 

 

 

 

 

 

(8,853

)

BB

 

 

 

 

 

 

 

 

Directional drilling

 

32,172

 

 

 

 

 

 

 

 

 

 

 

 

 

32,172

 

Oilfield Rentals

 

 

 

 

12,916

 

 

 

 

 

 

 

 

 

 

12,916

 

Other

 

51,428

 

 

 

657

 

 

 

 

 

 

 

 

 

 

52,085

 

Depreciation, depletion, amortization and impairment

 

783,341

 

 

 

51,344

 

 

 

8,853

 

BB

 

(51,344

)

CC

 

 

843,416

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,437

 

DD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

42,785

 

EE

 

 

 

 

Selling, general and administrative

 

105,847

 

 

 

16,736

 

 

 

194

 

AA

 

 

 

 

 

122,777

 

Merger and integration expenses

 

74,451

 

 

 

36,739

 

 

 

 

 

 

 

(106,187

)

FF

 

 

5,003

 

Other operating income, net

 

(31,957

)

 

 

(2,765

)

 

 

 

 

 

 

 

 

 

(34,722

)

Total operating costs and expenses

 

2,649,222

 

 

 

295,482

 

 

 

 

 

 

(106,309

)

 

 

 

2,838,395

 

Operating (loss) income

 

(292,538

)

 

 

(52,929

)

 

 

 

 

 

106,309

 

 

 

 

(239,158

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

1,866

 

 

 

 

 

 

 

 

 

 

 

 

 

1,866

 

Interest expense, net of amount capitalized

 

(37,472

)

 

 

(14,977

)

 

 

 

 

 

14,977

 

GG

 

 

(37,472

)

Other

 

343

 

 

 

142

 

 

 

 

 

 

 

 

 

 

485

 

Total other income (expense)

 

(35,263

)

 

 

(14,835

)

 

 

 

 

 

14,977

 

 

 

 

(35,121

)

(Loss) income before income taxes

 

(327,801

)

 

 

(67,764

)

 

 

 

 

 

121,286

 

 

 

 

(274,279

)

Income tax (benefit) expense

 

(333,711

)

 

 

2

 

 

 

 

 

 

42,450

 

HH

 

 

(291,259

)

Net (loss) income

$

5,910

 

 

$

(67,766

)

 

$

 

 

$

78,836

 

 

 

$

16,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.08

 

Diluted

$

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.08

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

198,447

 

 

 

 

 

 

 

 

 

 

 

15,012

 

II

 

 

213,459

 

Diluted

 

199,882

 

 

 

 

 

 

 

 

 

 

 

15,012

 

II

 

 

214,894

 

 

 

 

The accompanying notes are an integral part of this unaudited pro forma condensed combined statement of operations.

 

2


 

 

PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

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 received cash (without interest) in lieu thereof, upon surrender of his or her shares of SSE common stock.

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.

A total of 46,298,273 shares of Patterson-UTI common stock were issued to the former holders of SSE common stock pursuant to the Merger Agreement.

Note 2: Basis of Presentation

The merger is reflected in the unaudited pro forma condensed combined statement of operations pursuant to the acquisition method of accounting. Under the acquisition method, the total 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 estimates and assumptions could yield materially different results.

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 has been 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 utilized in the preparation of the unaudited pro forma condensed combined statement of operations 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 statement of operations does 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 to achieve any such cost savings, operating synergies or revenue enhancements.

 

 

 

 

 

3


Note 3: Consideration Transferred

The following is the consideration transferred to effect the acquisition of SSE (in thousands, except stock price): 

 Equity Consideration:

 

 

 

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

 

46,298

 

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

$

22.45

 

Common stock equity consideration

$

1,039,396

 

Other Consideration

 

 

 

SSE Long-Term Debt repaid by Patterson-UTI

$

472,000

 

Total fair value of consideration transferred

$

1,511,396

 

Note 4: Assets Acquired and Liabilities Assumed

The final determination of the fair value of assets acquired and liabilities assumed at the merger date will be completed as soon as possible, but no later than one year from the merger date (the “measurement period”).  The Company’s preliminary purchase price allocation is subject to revision as additional information about the fair value of assets and liabilities becomes available.  Additional information that existed as of the merger date, but at the time was unknown to the Company, may become known to the Company during the remainder of the measurement period.  The final determination of fair value may differ materially from these preliminary estimates.  The following table represents the preliminary allocation of the total purchase price of SSE to the assets acquired and the liabilities assumed based on the fair value at the merger date, with the excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded as goodwill (in thousands):

Identifiable assets acquired

 

 

 

Cash and cash equivalents

$

37,806

 

Accounts receivable

 

149,659

 

Inventory

 

8,518

 

Other current assets

 

19,038

 

Property and equipment

 

984,433

 

Other long-term assets

 

20,918

 

Intangible assets

 

22,500

 

Total identifiable assets acquired

 

1,242,872

 

Liabilities assumed

 

 

 

Accounts payable and accrued liabilities

 

133,415

 

Deferred income taxes

 

32,881

 

Other long-term liabilities

 

1,734

 

Total liabilities assumed

 

168,030

 

Net identifiable assets acquired

 

1,074,842

 

Goodwill

 

436,554

 

Total net assets acquired

$

1,511,396

 

Note 5: Adjustments to Unaudited Pro Forma Condensed Combined Statement 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, were 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 reclassified to depreciation expense.

 

(CC)

To eliminate SSE’s historical depreciation and intangible asset amortization expense.

 

 

 

 

4

 



 

(DD)

Reflects amortization expense associated with intangible assets and liabilities recorded in this transaction.

 

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 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 this unaudited pro forma condensed combined statement of operations, 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 are as follows

 

 

Fair Value

 

 

Weighted Average Useful Life

 

 

Amortization Expense Period from January 1, 2017 to April 20, 2017

 

 

(in thousands)

 

 

(in months)

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Favorable drilling contracts

$

22,500

 

 

 

10

 

 

$

10,527

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Unfavorable drilling contracts

$

2,532

 

 

 

4

 

 

 

2,090

 

 

 

 

 

 

 

 

 

 

$

8,437

 

 

 

(EE)

Represents depreciation expense associated with the fair value of SSE’s fixed assets. Depreciation was calculated by asset over an average estimated life relevant for that asset.

 

(FF)

To eliminate merger and integration costs.

 

(GG)

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.

 

(HH)

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 during the period presented. 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 and the enactment of significant U.S. tax law changes on December 22, 2017.

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

 

Year Ended

 

 

December 31, 2017

 

Elimination of SSE's historical depreciation and amortization expense

$

51,344

 

Elimination of SSE's historical interest expense

 

14,977

 

Elimination of merger and acquisition expenses related to SSE merger

 

106,187

 

Amortization expense associated with fair value SSE intangible assets

 

(8,437

)

Depreciation expense associated with fair value SSE fixed assets

 

(42,785

)

Pro forma reduction in expense

 

121,286

 

U.S. federal statutory tax rate

 

35

%

Tax expense relating to pro forma reduction in expenses

$

42,450

 

 

(II)

Patterson-UTI conducted an equity offering of 18.2 million shares of its common stock on January 27, 2017, of which the net proceeds funded the repayment of SSE’s outstanding net indebtedness.  In addition, 46.3 million shares of Patterson-UTI common stock were issued to shareholders of SSE on April 20, 2017 as part of the SSE merger consideration.

 

The full year impact of shares issued in the SSE merger is as follows (in thousands):

 

Year Ended

 

 

December 31, 2017

 

Patterson-UTI shares of common stock issued in equity offering

 

1,148

 

Patterson-UTI shares of common stock issued upon merger

 

13,864

 

Weighted average number of diluted common shares outstanding

 

15,012

 

 

5