-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C7lI2U543NMhelnC1tc0n3+236mg561K9/jxVK8u5yAuUaVlHblNlK3+sIO5f1y+ 1QzeOuUZrFwujEsva8NbEg== 0000950134-97-009390.txt : 19971219 0000950134-97-009390.hdr.sgml : 19971219 ACCESSION NUMBER: 0000950134-97-009390 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970612 ITEM INFORMATION: FILED AS OF DATE: 19971218 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATTERSON ENERGY INC CENTRAL INDEX KEY: 0000889900 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 752504748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-22664 FILM NUMBER: 97740110 BUSINESS ADDRESS: STREET 1: 4510 LAMESA HWY STREET 2: P O DRAWER 1416 CITY: SNYDER STATE: TX ZIP: 79550 BUSINESS PHONE: 9155731104 MAIL ADDRESS: STREET 1: P O DRAWER 1416 CITY: SNYDER STATE: TX ZIP: 79550 8-K/A 1 AMENDMENT NO. 2 TO FORM 8-K 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 12, 1997 PATTERSON ENERGY, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-22664 75-2504748 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) P.O. BOX 1416, 4510 LAMESA HIGHWAY, SNYDER, TEXAS 79550 (Address of principal executive offices) (Zip Code) (915) 573-1104 Registrant's telephone number, including area code No Change (Former name or former address, if changed since last report.) - -------------------------------------------------------------------------------- 2 This Form 8-K/A is being filed to amend the Registrant's Current Report on Form 8-K, dated June 12, 1997, and filed with the Securities and Exchange Commission (the "Commission") on June 19, 1997, as amended by Form 8-K/A filed with the Commission on August 12, 1997, by (a) changing the "Date of Report (Date of earliest event reported)" reflected in such Form 8-K/A filed with the Commission on August 12, 1997 from July 12, 1997 to June 12, 1997, and (b) providing an update through September 30, 1997 pursuant to Part I, Item 11(b) of Form S-3 of certain unaudited pro forma financial information relating to the Registrant's acquisition of the contract drilling assets of Wes-Tex Drilling Company. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Pro forma financial information. The following unaudited pro forma financial information for the nine months ended September 30, 1997 is an update to, and should be read in conjunction with, the pro forma financial information included in the Company's Form 8-K/A dated June 12, 1997 and filed with the Securities and Exchange Commission on August 12, 1997. The unaudited pro forma financial information herein reflects adjustments necessary to give effect to the acquisition on June 12, 1997 by Patterson Drilling Company, a wholly-owned subsidiary of Patterson Energy, Inc. (the "Company"), of the contract drilling assets of Wes-Tex Drilling Company. The unaudited pro forma statement of income for the nine months ended September 30, 1997 assumes the acquisition was completed on January 1, 1997. The pro forma adjustments are based upon available information and certain assumptions the Company believes are reasonable. The unaudited pro forma financial information is not necessarily indicative of operating results that would have occurred had the acquisition been consummated on January 1, 1997, nor are they indicative of future operating results of the combined companies. 2 3 PATTERSON ENERGY, INC. AND SUBSIDIARIES PRO FORMA STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (Unaudited) (in thousands, except per share data)
Wes-Tex Patterson Drilling Energy, Inc. Company Adjustments Pro Forma ------------ ------------ ----------- ------------ Operating revenues: Drilling . . . . . . . . . . . . . . . $ 120,207 $ 24,584 $ (1,498)(b) $ 143,293 Oil and natural gas sales . . . . . . . 8,013 -- -- 8,013 Well operation fees . . . . . . . . . . 1,255 -- -- 1,255 Other . . . . . . . . . . . . . . . . . 16 -- -- 16 ------------ ------------ ----------- ------------ 129,491 24,584 (1,498) 152,577 ------------ ------------ ----------- ------------ Operating costs and expenses: Direct drilling costs . . . . . . . . . 89,049 21,269 (1,511)(b) 108,807 Lease operating and production . . . . 1,564 -- -- 1,564 Impairment of oil and natural gas Properties . . . . . . . . . . . . . 750 -- -- 750 Exploration costs . . . . . . . . . . . 478 -- -- 478 Dry holes and abandonments . . . . . . 830 -- -- 830 Depreciation, depletion and amortization . . . . . . . . . . . 12,188 692 933 (a) 13,813 General and administrative expense . . 4,459 1,286 -- 5,745 ------------ ------------ ----------- ------------ 109,318 23,247 (578) 131,987 ------------ ------------ ----------- ------------ Operating income (loss) . . . . . . . . . . 20,173 1,337 (920) 20,590 Other income (expense): Net gain on sale of assets . . . . . . 1,354 -- -- 1,354 Interest income . . . . . . . . . . . . 799 -- -- 799 Interest expense . . . . . . . . . . . (695) -- (220)(a) (915) Other . . . . . . . . . . . . . . . . . 169 -- -- 169 ------------ ------------ ----------- ------------ 1,627 -- (220) 1,407 ------------ ------------ ----------- ------------ Income before income taxes . . . . . . . . 21,800 1,337 (1,140) 21,997 ------------ ------------ ----------- ------------ Income tax expense: Current . . . . . . . . . . . . . . . . 6,702 -- 75 (a) 6,777 Deferred . . . . . . . . . . . . . . . 1,301 -- -- 1,301 ------------ ------------ ----------- ------------ 8,003 -- 75 8,078 ------------ ------------ ----------- ------------ Net income . . . . . . . . . . . . . . . . $ 13,797 $ 1,337 $ (1,215) $ 13,919 ============ ============ =========== ============ Net income per common share: Primary . . . . . . . . . . . . . . . . $ 0.95 N/A N/A $ 0.96 ============ ============ =========== ============ Fully diluted . . . . . . . . . . . . . $ 0.95 N/A N/A $ 0.95 ============ ============ =========== ============ Weighted average number of common shares outstanding: Primary . . . . . . . . . . . . . . . . 14,470 N/A N/A 14,470 ============ ============ =========== ============ Fully diluted . . . . . . . . . . . . . 14,576 N/A N/A 14,596 ============ ============ =========== ============
The accompanying notes are an integral part of this unaudited pro forma statement of income. 3 4 PATTERSON ENERGY, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA STATEMENT OF INCOME 1. BASIS OF PRESENTATION On June 12, 1997, Patterson Drilling Company, a wholly-owned subsidiary of Patterson Energy, Inc. (the "Company"), consummated an acquisition of the contract drilling assets of Wes-Tex Drilling Company ("Wes-Tex"), a privately-held, non-affiliated company based in Abilene, Texas, for a purchase price of approximately $35.4 million, consisting of $25.0 million in cash, 283,000 shares of the Company's common stock, $0.01 par value, (valued at $31.50 per share), a three-year stock purchase warrant (valued at $6.24 per share) to purchase 200,000 additional shares of the Company's common stock at an exercise price of $32 per share and approximately $190,000 of other direct costs incurred relative to the transaction. The acquisition was funded using $19.0 million of the Company's cash on hand and $6.0 million provided by the Company's line of credit. The assets acquired consisted of 21 fully operable drilling rigs, all related rolling stock and a shop and yard. The Company did not assume any liabilities of Wes-Tex. The unaudited pro forma financial information reflects adjustments necessary to give effect to the acquisition on June 12, 1997 by the Company of the contract drilling assets of Wes-Tex, as described above. The unaudited pro forma statement of income for the nine months ended September 30, 1997, assumes the acquisition was completed on January 1, 1997. The pro forma adjustments are based upon available information and certain assumptions the Company believes are reasonable. The unaudited pro forma financial information is not necessarily indicative of operating results that would have occurred had the acquisition been consummated on January 1, 1997, nor are they indicative of future operating results of the combined companies. The contract drilling revenue and direct operating expenses of Wes-Tex presented herein only include the revenues and expenses directly associated with the drilling operations of Wes-Tex, as well as the general and administrative expenses allocated to such drilling activities. General and administrative expenses were allocated proportionately based on revenues contributed by the drilling and oil and natural gas production operations of Wes-Tex. Management believes that this is a reasonable basis to allocate general and administrative expenses. 2. FINANCIAL INFORMATION PRESENTED The unaudited pro forma statement of income for the nine months ended September 30, 1997 was prepared using the unaudited consolidated financial statements for the quarterly period ended September 30, 1997 of the Company as reported under Form 10-Q and the unaudited financial statements of Wes-Tex for the period ended June 12, 1997, the acquisition date, and should be read in conjunction with such Form 10-Q of the Company. The results of the contract drilling operations of Wes-Tex, subsequent to June 12, 1997, are included in the consolidated financial statements of the Company as of and for the period ended September 30, 1997. (continued) 4 5 PATTERSON ENERGY, INC. AND SUBSIDIARIES NOTES TO UNAUDITED FINANCIAL INFORMATION - CONTINUED 3. PRO FORMA ADJUSTMENTS a. Depreciation and amortization expense, interest expense and income tax expense were adjusted to reflect increases resulting from the acquisition of the contract drilling assets of Wes-Tex. Depreciation expense was determined on a straight line basis using depreciable lives consistent with those historically used by the Company. Amortization expense was determined on a straight line basis over five and fifteen years for the covenants not to compete and goodwill, respectively. The related expense accounts were increased as follows (in thousands):
NINE MONTHS ENDED SEPTEMBER 30, ACCOUNT DESCRIPTION 1997 -------------------------------- ---------------- Depreciation and amortization . . . . $ 933 Interest expense . . . . . . . . . . 220 Income tax expense . . . . . . . . . 75
b. Contract drilling revenues and direct contract drilling costs were adjusted to convert Wes-Tex's methodology of accounting for wells in progress from the completed contract method for day work and footage drilling arrangements to the percentage-of- completion method utilized by the Company. 5 6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PATTERSON ENERGY, INC. Date: December 17, 1997 /s/ James C. Brown -------------------------- James C. Brown Vice President-Finance -----END PRIVACY-ENHANCED MESSAGE-----