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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 22, 1995
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PRIDE PETROLEUM SERVICES, INC.
(Exact name of registrant as specified in its charter)
Louisiana 0-16961 76-0069030
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1500 City West Blvd., Suite 400
Houston, Texas 77042
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 789-1400
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following documents are included as part of this report:
(b) Pro Forma Financial Information.
Pride Petroleum Services, Inc.
Unaudited Pro Forma Financial Statements. . . . . . . . . 3
Unaudited Pro Forma Statement of Operations . . . . . . . 4
Notes to Unaudited Pro Forma Financial Statements . . . . 5
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UNAUDITED PRO FORMA FINANCIAL STATEMENTS
In March 1995, Pride Petroleum Services, Inc. (the "Company" or "Pride")
acquired all of the outstanding capital stock of X-Pert Enterprises, Inc. ("X-
Pert")for aggregate consideration of approximately $10,000,000, consisting of
$3,000,000 cash, a note payable to the selling shareholders in the amount of
approximately $6,000,000, and 200,000 shares of the Company's common stock.
The acquisition of X-Pert by the Company has been recorded using the purchase
method of accounting, pursuant to which the operating results of X-Pert will
be included in the Company's consolidated results of operations from the date
of acquisition.
The accompanying unaudited pro forma statement of operations for the
nine months ended September 30, 1995 presents the results of operations of the
Company as if the acquisition of X-Pert had occurred on January 1, 1994.
The unaudited pro forma statement of operations is based on available
information and certain assumptions and estimates described in the notes to
unaudited pro forma statement of operations, and are subject to change. This
statement does not purport to be indicative of the results of operations of
the Company that might have occurred nor are they indicative of future
results. Furthermore, the unaudited pro forma statement of operations does
not reflect changes which may occur as the result of post-combination
activities and other matters.
The unaudited pro forma financial statements should be read in
conjunction with the (i) the historical financial statements of the Company as
of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993
and 1992, which are included in the Company's annual report on Form 10-K for
the year ended December 31, 1994, previously filed with the Commission, (ii)
the historical financial statements of X-Pert as of February 28, 1995 and
March 31, 1994, and for the eleven months ended February 28, 1995 and the year
ended March 31, 1994, which are included in the Company's Current Report on
Form 8-K/A filed with the Commission on June 2, 1995 and (iii) the unaudited
pro forma statement of operations for the year ended December 31, 1994, which
is included in the Company's Current Report on Form 8-K/A filed with the
Commission on June 2, 1995.
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PRIDE PETROLEUM SERVICES, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
(In thousands, except per share amounts)
HISTORICAL
-------------------- PRO FORMA
PRIDE X-PERT ADJUSTMENTS PRO FORMA
--------- --------- --------- ---------
REVENUES $ 198,512 $ 1,993 $ 200,505
COSTS AND EXPENSES
Operating costs. . . . . . 143,376 1,203 144,579
Depreciation and
amortization . . . . . . 12,077 128 12,205
Selling, general and
administrative . . . . . 23,620 431 $ (42)(a) 24,009
--------- --------- ---------
EARNINGS FROM OPERATIONS . . 19,439 231 19,712
OTHER INCOME (EXPENSE)
Other income (expense) . . 1,640 38 1,678
Interest income. . . . . . 577 -- 577
Interest expense . . . . . (4,689) (19) (84)(b) (4,792)
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Total other income . . . (2,472) 19 (2,537)
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EARNINGS BEFORE INCOME TAXES 16,967 250 17,175
INCOME TAX PROVISION . . . . 5,740 74 5 (C) 5,819
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NET EARNINGS . . . . . . . . $ 11,227 $ 176 $ 11,356
========= ========= =========
NET EARNINGS PER SHARE . . . $ .44 $ .45
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WEIGHTED AVERAGE COMMON
SHARES AND COMMON SHARE
EQUIVALENTS OUTSTANDING. . 25,280 59(D) 25,339
========= =========
The accompanying notes are an integral part of
the pro forma financial statements.
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PRIDE PETROLEUM SERVICE, INC.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
NOTE 1. BACKGROUND
In March 1995, Pride Petroleum Services, Inc. (the "Company" or "Pride")
acquired all of the outstanding capital stock of X-Pert Enterprises, Inc. ("X-
Pert")for aggregate consideration of approximately $10,000,000, consisting of
$3,000,000 cash, a note payable to the selling shareholders in the amount of
approximately $6,000,000, and 200,000 shares of the Company's common stock.
The acquisition of X-Pert by the Company has been recorded using the purchase
method of accounting, pursuant to which the operating results of X-Pert will
be included in the Company's consolidated results of operations from the date
of acquisition.
NOTE 2. BASIS OF PRESENTATION
The accompanying unaudited pro forma statement of operations for the
year ended December 31, 1994 presents the results of operations of the Company
as if the acquisition of X-Pert had occurred on January 1, 1994.
The accompanying unaudited pro forma statement of operations has been
prepared using the results of operations of X-Pert for the two month period
ended February 28, 1995. Operating results for X-Pert subsequent to February
28, 1995 are included in the Company's consolidated results of operations.
Net earnings per share have been computed based on the weighted average
number of common shares and common share equivalents outstanding during the
nine months ended September 30, 1995, assuming the acquisition of X-Pert by
the Company was completed on January 1, 1994. Common share equivalents
include the number of shares issuable upon the exercise of stock options and
warrants, less the number of shares that could have been repurchased with the
exercise proceeds, using the treasury stock method. Fully diluted net
earnings per share have not been presented as the results are not materially
different.
NOTE 3. MANAGEMENT ASSUMPTIONS
The unaudited pro forma statement of operations reflects the following
pro forma adjustments related to the acquisition of X-Pert by the Company:
(a) Estimated reduction in selling, general and administrative expenses
resulting from combination of duplicate administrative functions, reduction
in personnel and other factors.
(b) Estimated increase in interest expense resulting from the issuance
of a note payable to the selling shareholders.
(c) Estimated income tax effects of the pro forma adjustments included
herein, based on an estimated combined effective federal and state income tax
rate of 37.96%.
(d) To reflect the issuance of 200,000 shares of the Company's common
stock in connection with the acquisition.
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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 hereunto duly authorized.
PRIDE PETROLEUM SERVICES, INC.
By: PAUL A. BRAGG
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(Paul A. Bragg)
Vice President, Treasurer and
Chief Financial Officer
Date: January 22, 1996
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