NORTON DRILLING SERVICES INC
10-Q, 1999-04-19
DRILLING OIL & GAS WELLS
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549



(Mark One)                          FORM 10-Q


    [ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934


              For the Quarterly Period Ended February 28, 1999

                                     or


    [   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934


            For the transition period from                 to           


                        Commission File Number 0-15784


                       NORTON DRILLING SERVICES, INC.

           (Exact Name of Registrant as Specified in its charter)



                Delaware                                13-3273041
        (State of Incorporation)                      (IRS Employer
                                                     Identification No.)

        5211 Brownfield Highway
                 Suite 230                                  79407
             Lubbock, Texas                               (Zip Code)
   (Address of Principal Executive Offices)

Registrant's telephone number, including area code: (806) 785-8400


Former name, former address and former fiscal year, if changed since last
report: No Change


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


                Class                         Outstanding at April 1, 1999
Common stock, par value $.01 per share                4,934,321 shares




                                1 of 14 Pages

<PAGE>





               NORTON DRILLING SERVICES, INC. AND SUBSIDIARIES




                                                                        Page No.
PART I - Financial Information:

Item 1. Financial Statements:

    Unaudited Consolidated Balance Sheets................................3

    Unaudited Consolidated Statements of Operations......................4

    Unaudited Consolidated Statements of Stockholders' Equity............5

    Unaudited Consolidated Statements of Cash Flows......................6

    Notes to Consolidated Financial Statements...........................8

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...................................................10

Part II - Other Information ............................................13

Item 1. Legal Proceedings ..............................................13

Item 6. Exhibits and Reports on Form 8-K................................13

Signatures .............................................................14



























                                2 of 14 Pages

<PAGE>




                        PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
   The  following   financial   statements  include  all  adjustments  which  in
managements' opinion are necessary in order to make the financial statements not
misleading.

<TABLE>
                   NORTON DRILLING SERVICES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<CAPTION>

                                                       February 28,    November 30,
                                                           1999            1998   
                                                       ------------    -----------
<S>                                                     <C>            <C>  
Current assets:
   Cash and cash equivalents                            $    99,754    $   172,321
   Accounts receivable, trade, less allowance for
     doubtful accounts of $178,477 at both periods        6,394,819      5,986,231
   Costs and estimated earnings in excess of
     billings on uncompleted contracts                      138,956        534,557
   Prepaid expenses and other current assets                219,335        352,677
                                                        -----------    -----------
           Total current assets                           6,852,864      7,045,786
                                                        -----------    -----------
Property and equipment, at cost, net of
   accumulated depreciation                              10,911,748     11,581,332
Goodwill, net of accumulated amortization                 1,197,992      1,221,807
Note receivable, net of current maturities                   25,000         25,000
Security deposits                                           128,991        128,991
                                                        -----------    -----------
           Total assets                                 $19,116,595    $20,002,916
                                                        ===========    ===========
Current liabilities:
   Current maturities of notes payable                  $ 3,017,549    $ 3,156,410
   Accounts payable                                       1,928,419      1,890,752
   Accrued expenses and other current liabilities         1,350,918      1,817,321
   Net liabilities of discontinued operations                79,676         83,615
                                                        -----------    -----------
           Total current liabilities                      6,376,562      6,948,098
                                                        -----------    -----------
Long-term liabilities
   Notes payable, less current maturities                 3,243,245      3,404,495
   Deferred income taxes                                  1,014,859      1,014,859
                                                        -----------    -----------
           Total long-term liabilities                    4,258,104      4,419,354
                                                        -----------    -----------
Commitments and contingencies                                   - -            - -

Stockholders' equity:
   Common stock-par value $.01;
     authorized-100,000,000 shares;
     issued-5,177,260 shares
     outstanding-4,934,321 shares                           258,863        258,863
   Additional paid-in capital                            10,535,754     10,535,754
   Accumulated deficit                                  ( 2,076,490)   ( 1,922,955)
                                                        -----------    -----------
                                                          8,718,127      8,871,662
   Less treasury stock, at cost                         (   236,198)   (   236,198)
                                                        -----------    -----------
           Total stockholders' equity                     8,481,929      8,635,464
                                                        -----------    -----------
           Total liabilities and stockholders' equity   $19,116,595    $20,002,916
                                                        ===========    ===========
</TABLE> 





     The accompanying notes are an integral part of these unaudited consolidated
                             financial statements.

                                  3 of 14 Pages

<PAGE>




<TABLE>

                  NORTON DRILLING SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<CAPTION>

                                                      For the three months ended
                                                      --------------------------
                                                      February 28,  February 28,
                                                          1999          1998   
                                                      ------------  ------------
<S>                                                   <C>           <C>
Operating revenues:
  Contract drilling revenues                          $ 5,096,145   $ 9,507,887
  Other                                                    47,604         2,122
                                                      -----------   -----------
      Total operating revenues                          5,143,749     9,510,009
                                                      -----------   -----------
Operating costs and expenses:
  Direct drilling costs                                 4,011,573     7,066,484
  General and administrative                              443,956       454,880
  Depreciation, depletion and amortization                773,080       750,029
  Other                                                       - -         2,843
                                                      -----------   -----------
      Total operating costs and expenses                5,228,609     8,274,236
                                                      -----------   -----------
      Operating income (loss)                          (   84,860)    1,235,773
                                                      -----------   -----------
Other income (expense):
  Net gain (loss) on sale of assets                    (    1,740)      211,856
  Interest expense                                     (  144,560)  (   123,332)
  Interest income                                             521           - -
  Other income                                             24,404           - -
                                                      -----------   -----------
      Total other income (expense), net                (  121,375)       88,524
                                                      -----------   -----------
Income (loss) before provision for income taxes        (  206,235)    1,324,297

Income tax expense (benefit)                           (   52,700)      499,900
                                                      -----------   -----------
Net income (loss)                                     $(  153,535)  $   824,397
                                                      ===========   ===========

Per share data:
  Basic
    Net income (loss)                                    $(0.03)          $0.17
                                                         ======           =====
  Diluted
    Net income (loss)                                    $(0.03)          $0.16
                                                         ======           =====
Weighted average number of common shares outstanding
   Basic                                                4,934,321      4,927,563
                                                        =========      =========
   Diluted                                              4,934,321      5,035,296
                                                        =========      =========
</TABLE>





         The accompanying notes are an integral part of these unaudited
                       consolidated financial statements.

                              4 of 14 Pages

<PAGE>


<TABLE>

                     NORTON DRILLING SERVICES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (Unaudited)

<CAPTION>


                                        Common Stock           Treasury Stock   
                                    --------------------     --------------------   
                                     Shares    Par Value       Shares      Cost   
                                    ---------  ---------     --------  ----------
<S>                                 <C>         <C>           <C>      <C>
Balance, November 30, 1997          5,168,360   $ 258,418     241,091  $(224,627)

Exercise of stock options                 600          30         - -        - -

Net income for the three months
  ended February 28, 1998                 - -         - -         - -        - -
                                    ---------   ---------     -------  ---------
Balance, February 28, 1998          5,168,960   $ 258,448     241,094  $(224,627)
                                    =========   =========     =======  =========

Balance, November 30, 1998          5,177,260   $ 258,863     242,939  $(236,198)

Net loss for the three months
  ended February 28, 1999                 - -         - -         - -        - -
                                    ---------   ---------     -------  ---------
Balance, February 28, 1999          5,177,260   $ 258,863     242,939  $(236,198)
                                    =========   =========     =======  =========


<CAPTION>
                                       Additional                        Total
                                       Paid-in       Accumulated    Stockholders'
                                       Capital         Deficit          Equity   
                                     -----------     -----------    -------------   
<S>                                  <C>             <C>             <C> 
Balance, November 30, 1997           $10,518,132     $(2,750,294)    $ 7,801,629

Exercise of stock options                  1,188             - -           1,218

Net income for the three months
  ended February 28, 1998                    - -         824,397         824,397
                                     -----------     -----------     -----------
Balance, February 28, 1998           $10,519,320     $(1,925,897)    $ 8,627,244
                                     ===========     ===========     ===========

Balance, November 30, 1998           $10,535,754     $(1,922,955)    $ 8,635,464

Net loss for the three months
  ended February 28, 1999                    - -      (  153,535)     (  153,535)
                                     -----------     -----------     -----------
Balance, February 28, 1999           $10,535,754     $(2,076,490)    $ 8,481,929
                                     ===========     ===========     ===========
</TABLE>














              The accompanying notes are an integral part of these
                  unaudited consolidated financial statements.

                                5 of 14 Pages

<PAGE>



<TABLE>

               NORTON DRILLING SERVICES, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)
<CAPTION>

                                                       For the three months ended  
                                                       --------------------------  
                                                       February 28,    February 28,
                                                           1999            1998    
                                                       ------------    ------------
<S>                                                     <C>             <C> 
Cash flows from operating activities:
  Net income (loss)                                     $(  153,535)    $   824,397
  Adjustments to reconcile net income (loss) to net
     cash provided by operating activities:
     Depreciation, depletion and amortization               773,080         750,029
     (Gain) loss on sale of assets                            1,740      (  211,856)
     Deferred income tax expense                                - -         309,779
  Increase (decrease) in cash flows as a result
     of changes in operating asset and liability
     account balances:
     Increase in accounts receivable-trade               (  408,588)     (  624,641)
     Decrease in net costs and estimated
      earnings in excess of billings on uncompleted
      contracts                                             395,601         316,418
     Decrease in prepaid expenses and other
      current assets                                        133,342         111,071
     Increase in accounts payable                            37,667          76,989
     Decrease in accrued expenses and other current
      liabilities                                        (  466,403)     (  429,056)
                                                        -----------     -----------
     Net cash provided by continuing operations             312,904       1,123,130
     Net cash used in discontinued operations            (    3,939)     (    8,696)
                                                        -----------     -----------
     Net cash provided by operating activities              308,965       1,114,434
                                                        -----------     -----------
Cash flows from investing activities:
  Collections on note receivable                                - -           5,276
  Proceeds from sale of property and equipment               25,607         246,707
  Acquisition of property and equipment                  (  107,128)     (  664,221)
                                                        -----------     -----------
     Net cash used in investing activities               (   81,421)     (  412,238)
                                                        -----------     -----------
Cash flows from financing activities:
  Proceeds from notes payable                                   - -       4,114,754
  Repayments of revolving line of credit, net            (   50,000)     (1,465,000)
  Repayments of notes payable                            (  250,111)     (3,368,777)
  Exercise of stock options                                     - -           1,218
                                                        -----------     -----------
     Net cash used in financing activities               (  300,111)     (  717,808)
                                                        -----------     -----------
     Net decrease in cash and cash equivalents           (   72,567)     (   15,609)

Cash and cash equivalents at beginning of period            172,321         277,097
                                                        -----------     -----------
Cash and cash equivalents at end of period              $    99,754     $   261,488
                                                        ===========     ===========
</TABLE>





                                   (Continued)

              The accompanying notes are an integral part of these
                  unaudited consolidated financial statements.


                                6 of 14 Pages

<PAGE>


<TABLE>

                    NORTON DRILLING SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Continued)
<CAPTION>
                                                         For the three months ended 
                                                        --------------------------- 
                                                        February 28,   February 28,
                                                            1999           1998    
                                                        ------------   ------------
<S>                                                      <C>            <C> 
Supplemental disclosures of cash flows information:
  Cash paid during the period:

     Interest                                            $  144,560     $   162,332
                                                         ==========     ===========
     Income taxes                                        $      - -     $   479,457
                                                         ==========     ===========
</TABLE>
  Supplemental Schedule of Non-cash Investing
   and Financing Activities:

   During the  periods  ending  February  28, 1999 and  February  28,  1998,  we
   acquired  property and equipment in connection with borrowings in the amounts
   of $-0- and $51,546, respectively.






































              The accompanying notes are an integral part of these
                  unaudited consolidated financial statements.



                                  7 of 14 Pages

<PAGE>


               NORTON DRILLING SERVICES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 (UNAUDITED)


1. PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

   In our opinion,  the accompanying  consolidated  balance sheet as of February
28, 1999 and the condensed consolidated statements of operations,  stockholders'
equity, and cash flows for the three months ended February 28, 1999 and February
28,  1998  include  all  adjustments   (consisting   only  of  normal  recurring
adjustments and accruals)  considered  necessary to present fairly the financial
position as of February 28, 1999,  and the results of operations  and cash flows
for the three  months  ended  February  28,  1999 and  February  28,  1998.  The
accompanying  consolidated  balance  sheet as of November  30, 1998 is presented
herein as  unaudited,  inasmuch  as such  balance  sheet was  prepared  from the
balance sheet set forth in the audited  consolidated  financial  statements  and
does not  reflect all  disclosures  and  footnotes  contained  in those  audited
consolidated financial statements.

   The results of  operations  for the three months ended  February 28, 1999 are
not necessarily indicative of the results of operations for the entire year.

2. INCOME PER COMMON SHARE

   Basic earnings per share ("EPS") has been computed using the weighted average
number of common  shares  outstanding  during  the three  month  periods  ending
February 28, 1999 and February 29, 1998.

   Diluted EPS has been computed based on the weighted  average number of common
shares  outstanding  during the three month periods ending February 28, 1999 and
February  28,  1998 and on the net  additional  number of shares  which would be
issuable upon the exercise of stock options,  assuming that we used the proceeds
received to purchase additional shares at market value.

   A reconciliation of the denominator of the Basic EPS calculation to that used
to determine Diluted EPS is as follows:
<TABLE>
<CAPTION>
                                                  For the three months
                                                    ended February 28,  
                                                ------------------------  
                                                   1999          1998   
                                                ---------      ---------
<S>                                             <C>            <C> 
Weighted average shares outstanding:
   Basic                                        4,934,321      4,927,563
   Add:
       Additional shares issuable upon exercise
         of stock options                             - -        107,733
                                                ---------      ---------
         Diluted                                4,934,321      5,035,296
                                                =========      =========
</TABLE>

3. STOCK OPTIONS

    On February 6, 1998,  the  compensation  committee of our board of directors
awarded  options to  purchase  150,400  shares of our common  stock at $7.50 per
share under our 1998 Stock Option Plan.  The Board of Directors  approved  these
awards at its  meeting on February  24,  1998.  These  options  were  awarded to
various  employees of Norton.  No  compensation  cost was recorded in connection
with this award.




                               8 of 14 Pages

<PAGE>





4. NOTES PAYABLE

    Norton Drilling Company ("Norton")  entered into two borrowing  arrangements
with a bank on February  17,  1998.  The first was a demand note  payable in the
amount of  $4,500,000.  This note bears  interest  at 2.0% above the Wall Street
Journal  prime  rate and calls for  monthly  payments  of $53,750  plus  accrued
interest beginning March 1, 1998 through maturity on February 1, 2005. On April
1, 1999, the bank agreed to waive principal payments on this note for the months
of April, May and June 1999.

    The second  arrangement  was a  revolving  line of credit  with a  borrowing
facility  of  $3,000,000.  This  line of credit  requires  monthly  payments  of
interest only at 1.0% above the Wall Street  Journal  prime rate with  remaining
principal and interest due at maturity on April 1, 1999. On April 1, 1999, the
maturity date on this revolving line of credit was extended to July 1, 1999.

    Both of the above  notes  are  collateralized  by  accounts  receivable  and
general  intangibles as well as sixteen drilling rigs and related equipment.  In
addition a master loan  agreement was entered into with this bank which contains
certain restrictive covenants.




































                               9 of 14 Pages

<PAGE>



Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources

   As of February 28, 1999, we had working capital of approximately $476,000 and
cash and cash  equivalents  of  approximately  $100,000  as  compared to working
capital of approximately  $98,000 and cash and cash equivalents of approximately
$172,000 at November 30, 1998.  For the three months  ending  February 28, 1999,
operations  provided  approximately  $309,000  in cash  flows and our  financing
activities used approximately  $300,000. For the three months ended February 28,
1998,  operations  provided  approximately  $1,114,000  in  cash  flows  and our
financing activities used approximately  $718,000. The use of funds in the three
month period ending February 28, 1999 was mainly  attributable to the repayments
of notes payable. The use of funds in the three month period ending February 28,
1998 was mainly attributable to the repayment of notes payable and the revolving
line of credit.

   Significant expenditures of Norton Drilling Services, Inc. ("NDSI") primarily
consist  of  Norton  Drilling  Company's  (the  "Drilling   Segment")  continual
acquisition  of replacement  drilling  equipment,  such as drill collars,  drill
pipe, engines and transportation  equipment to adequately maintain the operating
status of the drilling  fleet.  Such  expenditures  for the three months  ending
February  28, 1999 and February 28,  1998,  approximate  $107,000 and  $664,000,
respectively.  Capital expenditures  decreased in the current three month period
as compared to the three month  period in the prior year due to the  decrease in
demand for drilling services.  The Drilling Segment  anticipates minimal capital
expenditures  for fiscal 1999 to be funded from  existing  bank credit lines and
cash  flows  from  operations.  Due  to  numerous  uncertainties  regarding  the
availability,  price and delivery of certain drilling equipment, our anticipated
level of capital expenditures may fluctuate  commensurate with the volatility of
the industry.

   We  believe  that  cash  flows  from  operations  and  borrowings  should  be
sufficient  to fund  operations  and  adequately  service  our debt for the next
twelve months.  The risks associated with the oil and gas industry,  such as the
volatility of oil and gas prices, could adversely affect our operations.

   Comparison of the three months ended February 28, 1999 and February
28, 1998

     For the three months ended  February 28, 1999  contract  drilling  revenues
were  approximately  $5,096,000 as compared to approximately  $9,508,000 for the
three months ended February 28, 1998, a decrease of approximately  $4,412,000 or
46.4%.  Average rig utilization was 43.6% in the three months ended February 28,
1999 compared to 92.2% in the three months ended February 28, 1998. The decrease
in drilling  revenues  was due to a decrease in drilling rig  utilization  and a
decrease in rig rates.

   Direct  drilling  costs for the three  months  ended  February  28, 1999 were
approximately  $4,012,000 or 78.7% of contract  drilling revenues as compared to
$7,066,000  or 74.3% of contract  drilling  revenues  for the three months ended
February 28, 1998. The decrease in costs was attributable to the decrease in the
number of rigs which Norton was  operating.  The increase in the  percentage  of
direct drilling costs to contract  drilling  revenues was due to the decrease in
the amount that Norton was able to charge for the use of its rigs.

   General and administrative expenses were approximately $444,000 for the three
months  ended  February 28, 1999 as compared to  approximately  $455,000 for the
three months ended February 28, 1998.


                              10 of 14 Pages

<PAGE>



   Interest expense was approximately  $145,000 and $123,000 in the three months
ended  February 28, 1999 and February  28, 1998,  respectively.  The increase in
interest expense was due to an increase in borrowings over the past year.

   In the three months ended  February  28, 1999,  loss before  income taxes was
approximately $206,000 as compared to income of approximately  $1,324,000 in the
three months ended  February 28, 1998. The decrease in net income was due mainly
to decreased drilling revenues.

Volatility of Oil and Natural Gas Prices

   Our  revenue,  profitability  and  future  rate of growth  are  substantially
dependent upon prevailing  prices for oil and gas. In recent years,  oil and gas
prices and markets have been extremely  volatile.  Prices are affected by market
supply and demand  factors as well as actions of state and local  agencies,  the
United States and foreign  governments and international  cartels.  All of these
factors are beyond our  control.  Any  significant  or  extended  decline in oil
and/or  gas  prices  could  have a  material  adverse  effect  on our  financial
condition and results of operations.

   The price of oil rose to a  six-year  high of $25.75  per  barrel in  January
1997,  and fell to a ten-year low of $11.00 per barrel in March 1998.  These low
oil prices have adversely  impacted our operations.  Should oil prices remain at
these  levels or  continue  to  decline  or  natural  gas  prices  decline,  our
operations could be further adversely affected.

   As the result of lower crude oil prices,  we have  experienced a reduction in
drilling activity. This reduction adversely impacted our revenues and net income
for the three months ended February 28, 1999 and is expected to similarly impact
our  results  of  operations   until  crude  oil  prices  increase  to  a  level
substantially  above  the  current  prices  and  remain  at such a level  for an
extended period of time.

Market Conditions for Contract Drilling Services

   Except for periods of time in 1991 and 1997, the market for onshore  contract
drilling  services has generally been depressed since  mid-1982,  when crude oil
and natural gas prices began to weaken.  A particularly  sharp decline in demand
for  contract  drilling  services  occurred  in 1986  because of the  world-wide
collapse in oil prices (to  approximately  $10.00 per Bbl in April 1986).  Since
1986, and except during the occasional  upturns,  there have been  substantially
more drilling rigs available than necessary to meet demand in most operating and
geographic  segments of the domestic drilling  industry.  As a result,  drilling
contractors  have had difficulty  sustaining  profit  margins.  Reactivation  of
onshore  drilling rigs or new construction of drilling rigs could also adversely
affect rig  utilization  rates and pricing even in an  environment of higher oil
and natural gas prices and increased drilling activity. We cannot predict either
the future level of demand for contract  drilling  services or future conditions
in the contract drilling industry.

Recent Accounting Standards

   The FASB issued SFAS No. 132,  "Employers'  Disclosures  about  Pensions  and
Other Postretirement Benefits" in February 1998. SFAS No. 132 revises employers'
disclosures  about pension and other  postretirement  benefit plans. It does not
change the measurement  recognition of those plans.  This statement is effective
for fiscal years  beginning after December 15, 1997 and will be adopted by us in
our fiscal year ending  November 30, 1999.  The adoption of this new standard is
not expected to have a material impact to us.

                              11 of 14 Pages

<PAGE>



   The FASB issued SFAS No. 133,  "Accounting  for  Derivative  Instruments  and
Hedging  Activities"  in June 1998.  SFAS No.  133  establishes  accounting  and
reporting  standards for derivative  instruments,  including certain  derivative
instruments  embedded  in other  contracts,  and for  hedging  activities.  This
statement is effective for all fiscal  quarters of fiscal years  beginning after
June 15,  1999 and  will be  effective  for us at the  beginning  of our  fiscal
quarter  ending  February 29, 2000.  The provisions of this new standard are not
expected to have a material impact to us.

Impact of Inflation

   While  subject to  inflation,  our  business  was not  adversely  impacted by
inflation during the three month periods ended February 28, 1999 and 1998 in any
material  respect.  We do not believe that inflation will have a material impact
on our business in the near future.

Year 2000

   During 1997 we began evaluating  computer systems to identify the those which
could be affected  by the Year 2000 issue.  The "Year 2000 issue" is whether our
computer  systems will properly  recognize date sensitive  information  when the
year  changes  to 2000 or "00".  Programs  that were not  designed  to  properly
recognize such dates could generate erroneous data or cause a system to fail. We
reviewed our computer  systems and  identified  those systems that were not year
2000 compliant.

   Those  systems that were not year 2000  compliant  were  replaced in November
1998.  The cost to replace the  non-compliant  systems  were not material to our
financial position and results of operations.

   Our ability to conduct our business  efficiently  and  productively  requires
that our customers and vendors be year 2000 compliant.  We have not assessed the
readiness  and  effectiveness  of our  customers and vendors in regards to their
compliance  with  year  2000  problems.  However,  we plan  to  make  inquiries,
solicitations  and surveys of these customers and vendors in the current year on
an on-going basis to determine our level of vulnerability from our customers and
vendors. We do not anticipate an interruption of our operations relative to Year
2000  concerns  of our  customers  and  vendors.  Therefore,  we do not  deem it
necessary to formally adopt a contingency plan.

   The  failure  to  correct  a  material  year  2000  problem  could  result in
interruptions or failures of our normal business activities or operations.  Such
failures  could  materially  and  adversely  affect our  results of  operations,
liquidity and financial condition. Due to the uncertaintity inherent in the year
2000 problem,  resulting in part from the uncertainty of the year 2000 readiness
of our  customers  and vendors,  we are unable to determine at this time whether
the  consequences  of year  2000  failures  will have a  material  impact on our
results of operations,  liquidity or financial  condition.  We believe that with
the completion of upgrading our computer systems and the review of the status of
our customers and vendors year 2000  readiness,  the  possibility of significant
interruptions of normal operations should be reduced.


Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995

   "Management's  Discussion and Analysis of Financial  Condition and Results of
Operations"  included  in  Item  2  of  this  report  contains   forward-looking
statements  which are made  pursuant  to the  "safe  harbor"  provisions  of The
Private  Securities  Litigation  Reform Act of 1995. These  statements  include,
without limitation, statements relating to:

                              12 of 14 Pages

<PAGE>



liquidity; financing of operations;  continued volatility of oil and natural gas
prices;  estimates of, and budgets for, capital  expenditures for  modifications
and upgrades to certain of the Company's  drilling rigs and for  maintenance  of
its contract drilling fleet during fiscal year 1998;  sources and sufficiency of
funds required for immediate  capital needs;  and such other matters.  The words
"believes," "plans," "intends," "expected" or "budgeted" and similar expressions
identify forward-looking statements. The forward-looking statements are based on
certain  assumptions and analyses made by the Company in light of its experience
and its perception of historical  trends,  current  conditions,  expected future
developments and other factors it believes are appropriate in the circumstances.
The  Company  does  not  undertake  to  update,  revise  or  correct  any of the
forward-looking  information.  Factors that could cause actual results to differ
materially  from the  Company's  expectations  expressed in the  forward-looking
statements include,  but are not limited to, the following:  intense competition
in the contract  drilling  industry;  volatility  of oil and natural gas prices;
market  conditions  for  contract  drilling  services;  continuation  of  severe
drill-pipe  shortage;  operational  risks (such as blow outs,  fires and loss of
production);   labor  shortage,  primarily  qualified  drilling  rig  personnel;
insurance coverage limitations and requirements;  potential liability imposed by
government regulation of the contract drilling industry (including environmental
regulation);  and the  substantial  capital  expenditures  required  to fund its
operations.


PART II-OTHER INFORMATION

Item 1. Legal Proceedings

        NONE

Item 6. Exhibits and Reports on Form 8-K

   (a) Exhibits

   Exhibit No.                      Name


        27     Financial Data Schedule for the period ending
               February 28, 1999

   (b) Reports on Form 8-K

        None


















                              13 of 14 Pages

<PAGE>


                                SIGNATURES

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.


NORTON DRILLING SERVICES, INC.


Dated: April 19, 1999      By:/S/ Sherman H. Norton, Jr.   
                            Sherman H. Norton, Jr.
                            Chairman of the Board

Dated: April 19, 1999      By:/s/ David W. Ridley          
                            David Ridley, Chief Financial Officer
                            (Principal Financial and Accounting Officer)














<PAGE>                              14 of 14 Pages

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule contains summary financial information extraced from form
10-Q for the quarterly period ended February 28, 1999 (Balance Sheet and
Statement of Income) and is qualified in its entirety by reference to such form
10-Q.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               Nov-30-1999
<PERIOD-START>                  Dec-01-1998
<PERIOD-END>                    Feb-28-1999
<CASH>                               99,754
<SECURITIES>                          4,607
<RECEIVABLES>                     6,573,296
<ALLOWANCES>                        178,477
<INVENTORY>                               0
<CURRENT-ASSETS>                  6,852,864
<PP&E>                           20,922,094
<DEPRECIATION>                   10,010,346
<TOTAL-ASSETS>                   19,116,595
<CURRENT-LIABILITIES>             6,376,562
<BONDS>                                   0
                     0
                               0
<COMMON>                            258,863
<OTHER-SE>                        8,223,066
<TOTAL-LIABILITY-AND-EQUITY>     19,116,595
<SALES>                                   0
<TOTAL-REVENUES>                  5,143,749
<CGS>                                     0
<TOTAL-COSTS>                     4,011,573
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                  144,560
<INCOME-PRETAX>                    (206,235)
<INCOME-TAX>                        (52,700)
<INCOME-CONTINUING>                (153,535)
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                       (153,535)
<EPS-PRIMARY>                         (0.03)
<EPS-DILUTED>                         (0.03)
        

</TABLE>


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