Exhibit 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following are our unaudited pro forma combined balance sheet as of September 30, 2006 and our unaudited pro forma combined statements of operations for the nine months ended September 30, 2006 and year ended December 31, 2005. The unaudited pro forma combined statements have been prepared under the assumptions set forth in the accompanying notes to the unaudited pro forma combined financial statements, and give effect to the acquisition of Eagle Well Service, Inc. as if consummated on December 31, 2005 for the pro forma combined balance sheet and for the pro forma combined statements of operations as if consummated at January 1, 2005, using the purchase method. The Company is in the process of gathering additional information to finalize the fair value of assets acquired and the purchase price allocation is subject to change. The unaudited pro forma combined financial statements do not purport to represent what the results of operations would have been if such transactions had occurred on January 1, 2005.
| |
UNAUDITED PRO FORMA COMBINED BALANCE SHEET | |
SEPTEMBER 30, 2006 | |
(in thousands) | |
| | | | | | | | | | | |
| | Historical | | Historical | | | | | | | |
| | Bronco Drilling | | Eagle Well | | Pro Forma | | | | Pro Forma | |
| | Company,Inc. | | Service, Inc. | | Adjustments | | | | Combined | |
ASSETS | | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 3,309 | | $ | 907 | | $ | - | | | | | $ | 4,216 | |
| | | | | | | | | | | | | | | | |
Trade receivables | | | 58,650 | | | 2,726 | | | - | | | | | | 61,376 | |
Contract Drilling in Progress | | | 2,814 | | | - | | | - | | | | | | 2,814 | |
Current deferred income taxes | | | 126 | | | - | | | - | | | | | | 126 | |
Prepaid expenses and other | | | 1,371 | | | 171 | | | - | | | | | | 1,542 | |
Total current assets | | | 66,270 | | | 3,804 | | | - | | | | | | 70,074 | |
| | | | | | | | | | | | | | | | |
Property and equipment, at cost | | | 393,526 | | | 13,095 | | | 8,305 | | (A) | | | | 421,948 | |
| | | | | | | | | 7,022 | | (C) | | | | | |
Less accumulated depreciation | | | | | | | | | | | | | | | | |
and amortization | | | 35,655 | | | 2,879 | | | (2,879 | ) | (B) | | | | 35,655 | |
Net property and equipment | | | 357,871 | | | 10,216 | | | 18,206 | | | | | | 386,293 | |
| | | | | | | | | | | | | | | | |
Intangible assets, net | | | | | | | | | | | | | | | | |
and other | | | 3,465 | | | - | | | 780 | | (A) | | | | 4,463 | |
| | | | | | | | | 218 | | (C) | | | | | |
Goodwill | | | 21,280 | | | - | | | - | | | | | | 21,280 | |
Restricted cash | | | 2,231 | | | - | | | - | | | | | | 2,231 | |
Total assets | | $ | 451,117 | | $ | 14,020 | | $ | 19,204 | | | | | $ | 484,341 | |
| | | | | | | | | | | | | | | | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 16,388 | | $ | 273 | | $ | - | | | | | $ | 16,661 | |
Accrued liabilities | | | 9,526 | | | 59 | | | - | | | | | | 9,585 | |
Income tax payable | | | 5,748 | | | 760 | | | - | | | | | | 6,508 | |
Current maturities of long-term debt | | | 440 | | | 3,240 | | | - | | | | | | 3,680 | |
Total current liabilities | | | 32,102 | | | 4,332 | | | - | | | | | | 36,434 | |
| | | | | | | | | | | | | | | | |
Non-current liabilities: | | | | | | | | | | | | | | | | |
Long-term debt | | | 63,880 | | | 2,260 | | | 2,500 | | (A) | | | | 68,640 | |
| | | | | | | | | | | | | | | | |
Deferred income taxes | | | 32,200 | | | 1,767 | | | 7,240 | | (C) | | | | 41,207 | |
Total liabilities | | | 128,182 | | | 8,359 | | | 9,740 | | | | | | 146,281 | |
| | | | | | | | | | | | | | | | |
Equity: | | | | | | | | | | | | | | | | |
Common Stock | | | 250 | | | 82 | | | (82 | ) | (B) | | | | 261 | |
| | | | | | | | | 11 | | (A) | | | | | |
Paid in capital | | | 278,657 | | | - | | | 15,114 | | (A) | | | | 293,771 | |
Stockholders' Equity | | | 44,028 | | | 5,579 | | | (5,579 | ) | (B) | | | | 44,028 | |
Total liabilities and stockholders' equity | | $ | 451,117 | | $ | 14,020 | | $ | 19,204 | | | | | $ | 484,341 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
See accompanying notes to the unaudited pro forma financial statements. |
BRONCO DRILLING COMPANY, INC. | |
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS | |
FOR THE NINE MONTHS ENDED SEPTEMBER, 2006 | |
(Amounts in thousands, except per share amounts) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | Historical | | Historical | | | | | |
| | Bronco Drilling | | Eagle Well | | Pro Forma | | | Pro Forma | |
| | Company, Inc. | | Service, Inc. | | Adjustments | | | Combined | |
| | | | | | | | | | | |
Contract drilling revenues | | $ | 203,351 | | $ | 15,756 | | $ | - | | | | | $ | 219,107 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Contract drilling | | | 99,481 | | | 9,538 | | | - | | | | | | 109,019 | |
Depreciation and amortization | | | 21,119 | | | 921 | | | 1,497 | | (D) | | | | 23,537 | |
General and administrative | | | 11,741 | | | 2,822 | | | - | | | | | | 14,563 | |
Total operating costs and expenses | | | 132,341 | | | 13,281 | | | 1,497 | | | | | | 147,119 | |
Income from operations | | | 71,010 | | | 2,475 | | | (1,497 | ) | | | | | 71,988 | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest expense | | | (647 | ) | | (351 | ) | | (138 | ) | (E) | | | | (1,136 | ) |
Interest income | | | 123 | | | 13 | | | - | | | | | | 136 | |
Gain on sale of asset | | | - | | | 2,435 | | | | | | | | | 2,435 | |
Other | | | 185 | | | 16 | | | - | | | | | | 201 | |
Loss from early extinguishment of debt | | | (1,000 | ) | | - | | | - | | | | | | (1,000 | ) |
Total other income (expense) | | | (1,339 | ) | | 2,113 | | | (138 | ) | | | | | 636 | |
| | | | | | | | | | | | | | | | |
Income from continuing | | | | | | | | | | | | | | | | |
operations and before | | | | | | | | | | | | | | | | |
income taxes | | | 69,671 | | | 4,588 | | | (1,635 | ) | | | | | 72,624 | |
| | | | | | | | | | | | | | | | |
Income tax expense | | | 26,190 | | | 1,439 | | | (326 | ) | (F) | | | | 27,303 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net Income | | $ | 43,481 | | $ | 3,149 | | $ | (1,309 | ) | | | | $ | 45,321 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Pro forma income per common share - Basic(G) | | | 1.78 | | | | | | | | | | | | 1.77 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Pro forma income per common share - Diluted(G) | | | 1.77 | | | | | | | | | | | | 1.77 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average pro forma shares outstanding - Basic(G) | | | 24,467 | | | | | | | | | | | | 25,537 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average pro forma shares outstanding - Diluted(G) | | | 24,505 | | | | | | | | | | | | 25,575 | |
| | | | | | | | | | | | | | | | |
See accompanying notes to the unaudited pro forma financial statements. |
| | | | | | | | | | | | | | | | |
| |
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS | |
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2005 | |
(Amounts in thousands, except per share amounts) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | Historical | | Historical | | | | | |
| | Bronco Drilling | | Eagle Well | | Pro Forma | | | Pro Forma | |
| | Company, Inc. | | Service, Inc. | | Adjustments | | | Combined | |
| | | | | | | | | | | |
Contract drilling revenues | | $ | 77,885 | | $ | 15,694 | | $ | - | | | | | $ | 93,579 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Contract drilling | | | 44,695 | | | 9,923 | | | - | | | | | | 54,618 | |
Depreciation and amortization | | | 9,143 | | | 927 | | | 2,297 | | (D) | | | | 12,367 | |
General and administrative | | | 9,395 | | | 2,197 | | | - | | | | | | 11,592 | |
Total operating costs and expenses | | | 63,233 | | | 13,047 | | | 2,297 | | | | | | 78,577 | |
| | | | | | | | | | | | | | | | |
Income from operations | | | 14,652 | | | 2,647 | | | (2,297 | ) | | | | | 15,002 | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest expense | | | (1,415 | ) | | (72 | ) | | (184 | ) | (E) | | | | (1,671 | ) |
Interest income | | | 432 | | | - | | | - | | | | | | 432 | |
Other | | | 53 | | | (76 | ) | | - | | | | | | (23 | ) |
Loss from early extinguishment of debt | | | (2,062 | ) | | - | | | - | | | | | | (2,062 | ) |
Total other income (expense) | | | (2,992 | ) | | (148 | ) | | (184 | ) | | | | | (3,324 | ) |
| | | | | | | | | | | | | | | | |
Income from continuing | | | | | | | | | | | | | | | | |
operations and before | | | | | | | | | | | | | | | | |
income taxes | | | 11,660 | | | 2,499 | | | (2,481 | ) | | | | | 11,678 | |
| | | | | | | | | | | | | | | | |
Income tax expense | | | 6,529 | | | 146 | | | (139 | ) | (F) | | | | 6,536 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net Income | | $ | 5,131 | | $ | 2,353 | | $ | (2,342 | ) | | | | $ | 5,142 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Pro forma income per common share - Basic(G) | | | 0.32 | | | | | | | | | | | | 0.30 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Pro forma income per common share - Diluted(G) | | | 0.31 | | | | | | | | | | | | 0.30 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average pro forma shares outstanding - Basic(G) | | | 16,259 | | | | | | | | | | | | 17,329 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average pro forma shares outstanding - Diluted(G) | | | 16,306 | | | | | | | | | | | | 17,376 | |
|
See accompanying notes to the unaudited pro forma financial statements. |
Bronco Drilling Company, Inc.
Notes to Unaudited Pro Forma Combined Financial Statements
($ amounts in thousands)
The accompanying unaudited pro forma combined financial statements combine the operations of Bronco Drilling Company, Inc. (the “Company”) and Eagle Well Service, Inc. (“Eagle”). The unaudited pro forma combined financial statements include a pro forma combined balance sheet as of September 30, 2006 and pro forma combined statements of operations for the nine months ended September 30, 2006 and year ended December 31, 2005. The following notes reflect adjustments to our pro forma balance sheet to record the allocation of our purchase price to the assets acquired as if the transaction occurred December 31, 2005. The purchase price has been allocated based on the fair value of the assets acquired. The adjustments are based upon currently available information and estimates; therefore, the actual adjustments may differ from the pro forma adjustments when asset appraisals are completed. Assets included in the purchase were cash, accounts receivable, prepaid expenses and 31 workover rigs. Liabilities assumed in the acquisition were accounts payable, accrued liabilities, debt and income taxes payable. The notes also include adjustments to the combined pro forma statements of operations for the nine months ended September 30, 2006 and year ended December 31, 2005, which assumes that the acquisition had occurred January 1, 2005.
A. The allocated purchase price of $33,224 included the issuance of 1,070,390 shares of our common stock with a fair value of $15,125, cash payment of $2,500, and the assumption of debt of $5,500, liabilities of $2,859, and additional deferred income taxes of $7,240. A $2,500 loan from Fortis Capital Corp., as administrative agent, lead arranger and sole bookrunner, and a syndicate of lenders, which include the Royal Bank of Scotland plc, The CIT Group/Business Credit, Inc., Calyon Corporate and Investment Bank, Merrill Lynch Capital, Comerica Bank and Caterpillar Financial Services Corporation funded the cash payment. The revolving credit facility bears interest on the outstanding principal balance at LIBOR plus a margin that can range from 2.0% to 3.0% or, at our option, the prime rate plus a margin that can range from 1.0% to 2.0%, depending on the ratio of our outstanding senior debt to “Adjusted EBITDA” as defined in the agreement. Any outstanding principal and accrued but unpaid interest will be immediately due and payable in full on January 13, 2009. The purchase price has been allocated to cash of $907, accounts receivable of $2,726, prepaids and other of $171, property and equipment totaling $28,422, and customer lists of $998.
B. To remove historical accumulated depreciation and the capital accounts of Eagle.
C. To record a deferred tax liability due to the difference in the tax basis and book basis of the acquired property and equipment and customer lists.
D. To reflect the increase in depreciation and amortization expense resulting from the purchase price allocation to property and equipment in service and customer service lists depreciated on a straight line basis over 3 to 15 years.
E. To reflect the increase in interest expense resulting from the issuance of debt of $8,000 at 7.35% to finance a portion of the purchase price of Eagle.
F. To reflect the income tax effect of the operations of Eagle at the Federal statutory tax rate of 34% and effective state tax rate of 3.7% (net of Federal income tax effects).
G. Pro forma income (loss) per basic and diluted common share is computed based on the weighted average pro forma number of basic and diluted shares outstanding during the period.