Attached files
Exhibit 99.3
Summary Historical Consolidated Financial Data
The following consolidated financial information for the years ended December 31, 2007, 2008 and 2009 is derived from our audited consolidated financial statements included in this offering memorandum. The following consolidated financial information as of March 31, 2010 and for the three month periods ended March 31, 2009 and 2010 has been derived from our unaudited consolidated financial statements included in this offering memorandum. The financial information as of March 31, 2010 and for the three month periods ended March 31, 2009 and 2010 include, in management’s opinion, all adjustments necessary for the fair presentation of our financial position as of such date and our results of operations for such periods and may not be indicative of results to be expected for the full year.
We have not included any financial data for any periods prior to those listed above because we did not generate revenue or have significant operations prior to February 2009, when we deployed our first jackup rig. Prior to June 2008, when we completed the acquisition of the issuer and our merger with our predecessor, Vantage Energy Services, Inc., or Vantage Energy, we had no operating assets or revenue. For these historical periods, the issuer had no operations and, as a result, we have not presented any financial or operating data for the issuer. The below information represents the results of operations of parent and its consolidated subsidiaries. Following completion of the Transactions, a substantial portion of parent’s assets will be owned by, and a substantial portion of parent’s business will be done through, the issuer and its subsidiaries. The issuer will also receive the benefit of a guarantee from parent, a guarantee from the subsidiaries of the issuer and a guarantee from certain other subsidiaries of parent that are not subsidiaries of the issuer. P2020, the owner of the Aquamarine Driller, will not be a subsidiary of the issuer and will not guarantee or pledge assets to secure the notes. For more on the subsidiaries of parent that will not guarantee the notes, see “Business – Excluded Parent Subsidiaries.”
The information presented below should be read in conjunction with “Use of Proceeds,” “Capitalization,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited financial statements and related notes thereto included elsewhere in this offering memorandum.
| Fiscal Year Ended December 31, |
Three Months Ended March 31, |
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| 2007 | 2008 | 2009 | 2009 | 2010 | ||||||||||||||||
| (audited) | (unaudited) | |||||||||||||||||||
| Statement of Operations Data: |
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| Revenue |
$ | — | $ | 913 | $ | 111,493 | $ | 14,296 | $ | 58,250 | ||||||||||
| Operating costs and expenses |
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| Operating costs |
— | 5,365 | 66,228 | 5,640 | 30,659 | |||||||||||||||
| General and administrative |
937 | 9,334 | 15,690 | 3,436 | 4,475 | |||||||||||||||
| Impairment and termination costs (1) |
— | 38,286 | — | — | — | |||||||||||||||
| Depreciation |
10 | 101 | 11,218 | 1,656 | 7,477 | |||||||||||||||
| Total operating expenses |
947 | 53,086 | 93,136 | 10,732 | 42,611 | |||||||||||||||
| Operating income (loss) |
(947 | ) | (52,173 | ) | 18,357 | 3,564 | 15,639 | |||||||||||||
| Other income (expense) |
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| Interest income |
7,699 | 4,095 | 23 | 8 | 12 | |||||||||||||||
| Interest expense |
— | (56 | ) | (8,178 | ) | (748 | ) | (7,985 | ) | |||||||||||
| Other income |
— | 86 | 609 | 86 | 612 | |||||||||||||||
| Total other income (expense) |
7,699 | 4,125 | (7,546 | ) | (654 | ) | (7,361 | ) | ||||||||||||
| Income (loss) before income taxes |
6,752 | (48,048 | ) | 10,811 | 2,910 | 8,278 | ||||||||||||||
| Income tax provision (benefit) |
2,299 | (670 | ) | 1,972 | 552 | 2,315 | ||||||||||||||
| Net income (loss) |
$ | 4,453 | $ | (47,378 | ) | $ | 8,839 | $ | 2,358 | $ | 5,963 | |||||||||
| Other Financial Data: |
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| EBITDA (2) |
$ | (937 | ) | $ | (51,986 | ) | $ | 30,184 | $ | 5,306 | $ | 23,728 | ||||||||
| Adjusted EBITDA (3) |
(937 | ) | (11,279 | ) | 35,214 | 6,448 | 25,254 | |||||||||||||
| Capital expenditures |
122 | 384,172 | 337,444 | 17,685 | 11,934 | |||||||||||||||
| EBITDA Reconciliation: |
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| Net income (loss) |
$ | 4,453 | $ | (47,378 | ) | $ | 8,839 | $ | 2,358 | $ | 5,963 | |||||||||
| Income tax provision (benefit) |
2,299 | (670 | ) | 1,972 | 552 | 2,315 | ||||||||||||||
| Interest (income) expense |
(7,699 | ) | (4,039 | ) | 8,155 | 740 | 7,973 | |||||||||||||
| Depreciation |
10 | 101 | 11,218 | 1,656 | 7,477 | |||||||||||||||
| EBITDA (2) |
(937 | ) | (51,986 | ) | 30,184 | 5,306 | 23,728 | |||||||||||||
| Impairment and termination costs (1) |
— | 38,286 | — | — | — | |||||||||||||||
| Share-based compensation expense |
— | 2,420 | 5,030 | 1,142 | 1,526 | |||||||||||||||
| Adjusted EBITDA (3) |
$ | (937 | ) | $ | (11,279 | ) | $ | 35,214 | $ | 6,448 | $ | 25,254 | ||||||||
(Dollars in thousands)
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| As of March 31, 2010 | |||
| Balance Sheet Data: |
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| Cash and cash equivalents |
$ | 30,394 | |
| Restricted cash |
38,051 | ||
| Property and equipment, net |
892,670 | ||
| Total assets |
1,174,989 | ||
| Total debt |
389,373 | ||
| Total shareholders’ equity |
746,075 | ||
(Dollars in thousands)
| (1) | Includes $10.0 million termination fee related to the DragonQuest purchase option and write-off of the book value of this drillship when the purchase option was not exercised. Please see Note 3 to our audited consolidated financial statements for the year ended December 31, 2009. |
| (2) | We present EBITDA as net income (loss) before (i) provision (benefit) for income taxes, (ii) interest (income) expense and (iii) depreciation expense. EBITDA is a non-GAAP financial measure as defined under the rules of the SEC, and is intended as a supplemental measure of our performance. We believe this measure is commonly used by analysts and investors to analyze and compare companies on the basis of operating performance that have different financing and capital structures and tax rates. For more information, see “Non-GAAP Financial Measures.” |
| (3) | Adjusted EBITDA represents EBITDA adjusted to exclude impairment and termination costs and share-based compensation expense. EBITDA and Adjusted EBITDA, which are non-GAAP financial measures as defined under the rules of the SEC, are not substitutes for net income, operating income or any other performance measure derived in accordance with GAAP. We believe that EBITDA and Adjusted EBITDA are commonly used by analysts and investors to analyze and compare companies on the basis of operating performance that have different financing and capital structures and tax rates. For more information, see “Non-GAAP Financial Measures.” |
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