Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AND STATEMENT OF OPERATIONS
The following unaudited pro forma condensed consolidated financial statements were derived by applying pro forma adjustments to GLDD Acquisitions Corp’s consolidated financial statements included in Amendment No. 2 to the Registration Statement on Form S-4 filed by Aldabra Acquisition Corporation (“Aldabra”) filed on November 9, 2006 (the “registration statement”). The unaudited pro forma condensed consolidated balance sheet presents the consolidated historical balance sheet of GLDD Acquisitions Corp. (“Great Lakes”) at September 30, 2006 giving effect to the merger of Aldabra and Great Lakes (the “Great Lakes merger” as if it occurred on September 30, 2006. The unaudited pro forma condensed consolidated statements of operations give effect to the Great Lakes merger as if it had occurred at the beginning of each of the earliest period presented (January 1, 2005).
The unaudited pro forma condensed consolidated financial statements have been prepared using the stock price of $5.803 which was based on the average closing price for ten trading days ending three days prior to consummation of the merger. The Great Lakes merger was approved by all of the holders of Aldabra common stock. No stockholders elected to convert their shares into an amount of cash equal to the pro rata portion of the trust account.
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2006 and statements of operations for the periods presented are for informational purposes only and should be read in conjunction with the historical financial statements of Great Lakes and Aldabra and the related notes thereto. The unaudited pro forma information is not necessarily indicative of the financial position or results of operation that may have actually occurred had the Great Lakes merger taken place on the dates noted, or the future financial position or operating results of the combined company.
The unaudited pro forma condensed consolidated financial statements were prepared treating the Great Lakes merger as a recapitalization of Great Lakes. Because Aldabra is not an operating company the Great Lakes merger is treated as the issuance of shares of Great Lakes for the net tangible assets (consisting principally of cash) of Aldabra and no goodwill will be recorded in connection with the Great Lakes merger. Because Aldabra is not an operating company and the Great Lakes merger is not treated as a business combination, Aldabra's financial statements are not separately presented in these pro forma statements. Aldabra's financial statements are included in the registration statement and should be read in conjunction with these pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
|
| As of September 30, 2006 |
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| Great Lakes |
| Adjustments |
| Pro Forma |
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| (dollars in thousands) |
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ASSETS |
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Cash and equivalents |
| $ | 2,007 |
| 50,015 | (a) |
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| ||
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|
|
| (50,000 | )(b) | 1,272 |
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|
| (750 | )(c) |
|
| |||
Accounts receivable, net |
| 73,124 |
|
|
| 73,124 |
| |||
Contract receivables in excess of billings |
| 18,269 |
|
|
| 18,269 |
| |||
Inventories |
| 21,939 |
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|
| 21,939 |
| |||
Other current assets |
| 28,637 |
| (250 | )(d) | 28,387 |
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Total current assets |
| 143,976 |
| (985 | ) | 142,991 |
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Property and equipment, net |
| 244,727 |
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|
| 244,727 |
| |||
Goodwill |
| 98,747 |
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|
| 98,747 |
| |||
Inventories |
| 11,418 |
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|
| 11,418 |
| |||
Investment in joint venture |
| 9,230 |
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|
| 9,230 |
| |||
Other assets |
| 13,282 |
| (813 | )(d) | 12,469 |
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Total assets |
| $ | 521,380 |
| $ | (1,798 | ) | $ | 519,582 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Accounts payable |
| $ | 50,574 |
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| $ | 50,574 |
| |
Accrued expenses and other |
| 44,315 |
| (419 | )(d) | 43,896 |
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Current maturities of long-term debt |
| 1,950 |
| — |
| 1,950 |
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Total current liabilities |
| 96,839 |
| (419 | ) | 96,420 |
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Long-term debt |
| 249,888 |
| (50,000 | )(b) | 199,888 |
| |||
Deferred income taxes |
| 87,079 |
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|
| 87,079 |
| |||
Other |
| 7,506 |
| — |
| 7,506 |
| |||
Total liabilities |
| 441,312 |
| (50,419 | ) | 390,893 |
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Redeemable Preferred Stock |
| 108,126 |
| (108,126 | )(e) | — |
| |||
Minority interests |
| 2,010 |
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|
| 2,010 |
| |||
Stockholders’ equity (deficit) |
| (30,068 | ) | 156,747 | (f) | 126,679 |
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Total liabilities and stockholders’ equity (deficit) |
| $ | 521,380 |
| $ | (1,798 | ) | 519,582 |
| |
2
Unaudited Pro Forma Condensed Consolidated Statements of Income
|
| Year Ended December 31, 2005 |
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|
| Great Lakes |
| Adjustments |
| Pro Forma |
| |||
|
| (dollars in thousands) |
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Contract revenues |
| $ | 423,399 |
| $ | — |
| $ | 423,399 |
|
Costs of contract revenues |
| 372,046 |
| — |
| 372,046 |
| |||
Gross profit |
| 51,353 |
| — |
| 51,353 |
| |||
General and administrative expenses |
| 38,691 |
| — |
| 38,691 |
| |||
Operating income |
| 12,662 |
| — |
| 12,662 |
| |||
Interest expense, net |
| (23,055 | ) | 4,033 | (g) | (19,022 | ) | |||
Equity in earnings of joint venture |
| 2,328 |
| — |
| 2,328 |
| |||
Minority interests |
| (251 | ) | — |
| (251 | ) | |||
Income before income taxes |
| (8,316 | ) | 4,033 |
| (4,283 | ) | |||
Income tax benefit (expense) |
| 1,364 |
| (1,590 | )(h) | (226 | ) | |||
Net income (loss) |
| $ | (6,952 | ) | $ | 2,443 |
| $ | (4,509 | ) |
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Redeemable preferred stock dividends |
| (7,693 | ) | 7,693 |
| — |
| |||
Net income (loss) available to common stockholders |
| $ | (14,645 | ) | $ | 10,136 |
| $ | (4,509 | ) |
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BASIC AND DILUTED |
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Earnings per share from continuing operations |
| $ | (14.64 | ) |
|
| $ | (0.12 | ) | |
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Basic and diluted weighted average shares (i) |
| 1,000 |
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|
| 38,775 |
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|
| Nine months ended September 30, 2005 |
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| Great Lakes |
| Adjustments |
| Pro Forma |
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|
| (dollars in thousands) |
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Contract revenues |
| $ | 313,039 |
| $ | — |
| $ | 313,039 |
|
Costs of contract revenues |
| 278,005 |
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|
| 278,005 |
| |||
Gross profit |
| 35,034 |
| — |
| 35,034 |
| |||
General and administrative expenses |
| 29,800 |
| — |
| 29,800 |
| |||
Operating income |
| 5,234 |
| — |
| 5,234 |
| |||
Interest expense, net |
| (17,305 | ) | 2,795 | (g) | (14,510 | ) | |||
Equity in earnings of joint venture |
| 1,674 |
| — |
| 1,674 |
| |||
Minority interests |
| (184 | ) | — |
| (184 | ) | |||
Income before income taxes |
| (10,581 | ) | 2,795 |
| (7,786 | ) | |||
Income tax benefit (expense) |
| 1,678 |
| (1,102 | )(h) | 576 |
| |||
Net income (loss) |
| $ | (8,903 | ) | $ | 1,693 |
| $ | (7,210 | ) |
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Redeemable preferred stock dividends |
| (5,717 | ) | 5,717 |
| — |
| |||
Net income (loss) available to common stockholders |
| $ | (14,620 | ) | $ | 7,410 |
| $ | (7,210 | ) |
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BASIC AND DILUTED |
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Earnings per share from continuing operations |
| $ | (14.62 | ) |
|
| $ | (0.19 | ) | |
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Basic and diluted weighted average shares (i) |
| 1,000 |
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|
| 38,367 |
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3
Unaudited Pro Forma Condensed Consolidated Statements of Income
|
| Nine months ended September 30, 2006 |
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|
| Great Lakes |
| Adjustments |
| Pro Forma |
| |||
|
| (dollars in thousands) |
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Contract revenues |
| $ | 304,185 |
| $ | — |
| $ | 304,185 |
|
Costs of contract revenues |
| 265,532 |
|
|
| 265,532 |
| |||
Gross profit |
| 38,653 |
| — |
| 38,653 |
| |||
General and administrative expenses |
| 21,536 |
| — |
| 21,536 |
| |||
Operating income |
| 17,117 |
| — |
| 17,117 |
| |||
Interest expense, net |
| (17,340 | ) | 3,300 | (g) | (14,040 | ) | |||
Equity in earnings of joint venture |
| 1,275 |
| — |
| 1,275 |
| |||
Minority interests |
| (160 | ) | — |
| (160 | ) | |||
Income before income taxes |
| 892 |
| 3,300 |
| 4,192 |
| |||
Income tax benefit (expense) |
| (418 | ) | (1,301 | )(h) | (1,719 | ) | |||
Net income |
| $ | 474 |
| $ | 1,999 |
| $ | 2,473 |
|
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Redeemable preferred stock dividends |
| (6,176 | ) | 6,176 |
| — |
| |||
Net income (loss) available to common stockholders |
| $ | (5,702 | ) | $ | 8,175 |
| $ | 2,473 |
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BASIC |
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Earnings per share from continuing operations |
| $ | (5.71 | ) |
|
| $ | 0.06 |
| |
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Basic weighted average shares (i) |
| 999 |
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|
| 39,986 |
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DILUTED |
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Earnings per share from continuing operations |
| $ | (5.71 | ) |
|
| $ | 0.06 |
| |
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Diluted weighted average shares (i) |
| 999 |
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| 42,532 |
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4
Notes to Unaudited Pro Forma Condensed Consolidated
Balance Sheet and Statements of Operations
(dollars in thousands)
Significant Assumptions and Adjustments
(a) Reflects the following adjustments to Aldabra cash:
Aldabra cash at September 30, 2006 |
| $ | 52,025 |
|
Aldabra liabilities as of September 30, 2006 |
| (787 | ) | |
Less: Aldabra transaction costs |
| (1223 | ) | |
|
| $ | 50,015 |
|
(b) Reflects pay down of existing term debt under Great Lakes’ senior credit facility.
(c) Reflects payment of Great Lakes’ transaction costs.
(d) To record the write off of deferred financing costs of $1,063 ($644 net of tax) associated with the debt repaid upon completion of the mergers.
(e) In connection with the Great Lakes merger, all of the Great Lakes’ outstanding redeemable preferred stock and common stock will be converted into common stock of Aldabra.
(f) The following will be recorded to Stockholders’ Equity as a result of the Great Lakes merger:
Cash to Great Lakes from Aldabra (a) |
| $ | 50,015 |
|
Conversion of Great Lakes redeemable preferred stock (e) |
| 108,126 |
| |
Great Lakes transactions fees (c) |
| (750 | ) | |
Write off of deferred financing costs related to debt repaid (d) |
| (1,063 | ) | |
Tax benefit related to writing off deferred financing costs related to debt repaid (d) |
| 419 |
| |
Pro forma equity at September 30, 2006 |
| $ | 156,747 |
|
(g) Reflects the reduction in interest expense from the repayment of $50,000 of term debt under Great Lakes’ senior credit facility.
5
|
| Year ended |
| Nine months ended |
| Nine months ended |
| |||
Elimination of interest expense related to debt repaid |
| $ | (3,783 | ) | $ | (2,607 | ) | $ | (3,112 | ) |
Reduction in amortization of deferred financing costs |
| (250 | ) | (188 | ) | (188 | ) | |||
|
| $ | (4,033 | ) | $ | (2,795 | ) | $ | (3,300 | ) |
Average interest rate on the Senior Term Bank Debt was 7.9%, 7.5% and 8.5% 12/31/05, 9/30/05 and 9/30/06, respectively.
(h) To reflect the tax effect of the pro forma interest adjustment, using a combines federal, state and foreign statutory tax rate of 39.4%.
6
Notes to Unaudited Pro Forma Condensed Consolidated
Balance Sheet and Statements of Operations
(dollars in thousands)
(i) At the closing of the Great Lakes merger, Aldabra will issue common stock, par value of $.0001 per share, to the stockholders of GLDD Acquisitions Corp. and GLDD will recapitalize its $10 million of share capital. At closing, the value is assumed to be $160 million, which is subject to adjustments for actual working capital and debt at closing. The number of shares issued will be based upon the average closing price of Aldabra common stock for the ten trading days ending on the third trading day prior to the consummation of the Great Lakes merger. The number of Aldabra shares issued in connection with the transaction will be the greater of $160 million plus $7 million for the estimated net working capital and indebtedness adjustment. This number is subject to change when final working capital and debt adjustments are known. The pro forma number of shares was calculated using the ten day average closing price ending on December 20, 2006. Aldabra's weighted average number of shares outstanding is based upon its SEC filings for the corresponding period.
Deemed value of Great Lakes | $ | 167,043,384 |
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| |
Ten day closing price of Aldabra common stock ending on December 20, 2006 | ÷ | 5.803 |
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| |
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| |
|
| 28,785,678 |
| shares |
| |
|
| Year ended |
|
|
| December 31,2005 |
|
Aldabra common stock issued to Great Lakes stockholders |
| 28,786 |
|
Aldabra weighted average number of shares outstanding |
| 9,989 |
|
Total weighted average number of shares |
| 38,775 |
|
|
|
|
|
|
| Nine months ended |
|
|
| September 30, 2005 |
|
Aldabra common stock issued to Great Lakes stockholders |
| 28,786 |
|
Aldabra weighted average number of shares outstanding |
| 9,581 |
|
Total weighted average number of shares |
| 38,367 |
|
|
|
|
|
|
| Nine months ended |
|
|
| September 30, 2006 |
|
Aldabra common stock issued to Great Lakes stockholders |
| 28,786 |
|
Aldabra weighted average number of shares outstanding |
| 11,200 |
|
Total weighted average number of shares |
| 39,986 |
|
Dilutive effect of warrants upon exercise |
| 2,546 |
|
Diluted weighted average number of shares |
| 42,532 |
|
7
