SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported): September
16, 1996
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20310 75-2379388
(State of incorporation) (Commission File Number) (IRS Employer
Identification Number)
1503 ENGINEERS ROAD, BELLE CHASSE, LOUISIANA 70037
(Address of principal executive offices - Zip Code)
Registrant's telephone number, including area code:
(504) 393-7774
<PAGE>
Item 7 of the Registrant's Current Report on Form 8-K, dated September
30, 1996, is hereby amended and restated in its entirety to read as
follows.
Item 7. Financial Statements and Exhibits
a) Financial Statements of Business Acquired. The financial statements
of the business acquried filed as part of this report are listed in the
Financial Information Table of Contents appearing on Page F-1 hereof.
b) Pro form a financial information. The pro forma financial statements
of Superior filed as part of this report are listed in the Financial
Information Table of Contents appearing on page F-1 hereof.
c) Exhibits. Not applicable.
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.
Superior Energy Services, Inc.
November 15, 1996 By: /s/ Terence E. Hall
____________________________
Terence E. Hall
Chairman of the Board,
Chief Executive Officer and
President
(Principal Executive Officer)
November 15, 1996 By: /s/ Robert S. Taylor
____________________________
Robert S. Taylor
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Dimensional Oil Field Services, Inc.
Independent Auditors Report F-2
Balance Sheet at December 31, 1995 F-3
Statement of Operations and Retained Earnings for the year ended
December 31, 1995 F-4
Statement of Cash Flows for the year ended December 31, 1995 F-5
Notes to Financial Statements F-6
Balance Sheet at June 30, 1996 (unaudited) F-10
Statements of Operations and Retained Earnings for the Six Months
ended June 30, 1996 and 1995 (unaudited) F-11
Statements of Cash Flows for the Six Months ended June 30,
1996 and 1995 (unaudited) F-12
Notes to Unaudited Financial Statements F-13
Pro Forma Consolidated Financial Statements
Unaudited Pro Forma Condensed Balance Sheet as of June 30, 1996 F-14
Unaudited Pro Forma Condensed Statement of Earnings for the six
months ended June 30, 1996 F-15
Unaudited Pro Forma Condensed Statement of Earnings for the
year ended December 31, 1995 F-16
Notes to Unaudited Pro Forma Condensed Financial Information F-17
<PAGE>
Independent Auditors' Report
The Board of Directors
Dimensional Oil Field Services, Inc.:
We have audited the accompanying balance sheet of Dimensional Oil Field
Services, Inc. as of December 31, 1995, and the related statements of
operations and retained earnings and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
that supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Dimensional Oil Field
Services, Inc. as of December 31, 1995, and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
November 11, 1996
<PAGE>
DIMENSIONAL OIL FIELD SERVICES, INC.
Balance Sheet
December 31, 1995
Assets
Current assets:
Cash and cash equivalents $ 103,198
Accounts receivable - net of allowance
for doubtful accounts of $39,342 1,056,978
Prepaid expenses 73,593
_________________
Total current assets 1,233,769
Property and equipment - net 1,140,054
Certificate of deposit 50,000
Other assets 103,339
________________
$ 2,527,162
================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 907,563
Current portion of notes payable 225,756
_________________
Total current liabilities 1,133,319
_________________
Notes payable 287,500
Other liabilities 26,872
Stockholders' equity :
Common stock no par value, authorized-100,000 shares;
issued - 100,000 shares 17,663
Retained earnings 1,061,808
________________
Total stockholders' equity 1,079,471
________________
$ 2,527,162
================
See accompanying notes to financial statements.
<PAGE>
DIMENSIONAL OIL FIELD SERVICES, INC.
Statement of Operations and Retained Earnings
Year ended December 31, 1995
Revenues $ 4,123,376
____________
Expenses:
Cost of services 3,028,381
Selling, general and administrative 861,279
Interest 62,489
Depreciation 181,371
_____________
Loss from continuing operations (10,144)
Discontinued operations (note 6 ):
Loss from operations of the
discontinued wireline division (20,708)
______________
Net loss (30,852)
Stockholder distributions (132,538)
Retained earnings at beginning of year 1,225,198
______________
Retained earnings at end of year $ 1,061,808
==============
See accompanying notes to financial statements
<PAGE>
DIMENSIONAL OIL FIELD SERVICES, INC.
Statement of Cash Flows
Year ended December 31, 1995
Cash flows from operating activities:
Net loss from continuing operations $ ( 10,144)
Adjustments to reconcile net loss from continuing
operations to net cash provided by operating activities:
Depreciation 181,371
Allowance for doubtful accounts 39,342
Changes in operating assets and
liabilities:
Accounts receivable (463,629)
Prepaid expense 41,379
Accounts payable and accrued expenses 502,542
Other assets and liabilities, net 46,528
Net cash provided by continuing operations 337,389
Net cash provided by discontinued operations 36,695
_________
Net cash provided by operating activities 374,084
_________
Cash flows from investing activities:
Payments for purchases of property and equipment (15,978)
Certificate of deposit (50,000)
__________
Net cash used in investing activities (65,978)
__________
Cash flows from financing activities:
Notes payable (198,739)
Stockholder distributions (16,100)
__________
Net cash used in financing activities (214,839)
__________
Net increase in cash 93,267
Cash and cash equivalents at beginning of year 9,931
__________
Cash and cash equivalents at end of year $ 103,198
==========
Supplemental disclosures on cash flow information -
cash paid during the year for interest $ 79,306
==========
See accompanying notes to financial statements.
<PAGE>
DIMENSIONAL OIL FIELD SERVICES, INC.
Notes to Financial Statements
December 31, 1995
(1) Organization and Summary of Significant Accounting Policies
(a) Organization
Dimensional Oil Field Services, Inc. (the Company) was
incorporated under the laws of Louisiana and began its operations in 1979.
The Company provides offshore oil and gas plug and abandonment services.
(b) Use of Estimates
The preparation of financial statements requires management to
make estimates and assumptions that effect the reported amounts in the
financial statements and related disclosures. Actual results could
differ from these estimates.
(c) Property and Equipment
Property and equipment is carried at cost. Depreciation is
computed using the straight-line method based on the following estimated
useful lives:
Estimated
Description useful lives
Machinery and equipment 5-15 years
Automobiles, trucks, trailers
and tractors 3-5 years
Furniture and equipment 5-7 years
(d) Income Taxes
The Company with the consent of its stockholders, has elected
under applicable provisions of the Internal Revenue Code not to be taxed
as a corporation but to have its income taxed to the individual stockholders.
Therefore, no provision for federal and state income taxes has been made in
the accompanying financial statements.
(e) Cash Flows
For purposes of the statement of cash flows, cash equivalents
include demand deposits with original maturities of less than three months.
(f) Financial Instruments
The Company's financial instruments consist of cash and cash
equivalents, accounts receivable accounts payable and notes payable.
The carrying amount of these financial instruments approximates their fair
value.
<PAGE>
DIMENSIONAL OIL FIELD SERVICES, INC.
Notes to Financial Statements
g) Revenue Recognition
The Company recognizes revenues as services are provided.
(h) Employee Benefit Plan
The Company has an elective employee benefit program which
qualifies under section 401(k) of the Internal Revenue Code. The Company can
make both discretionary and matching contributions at the discretion of the
Board of Directors. In 1995, the Company matched up to 50% of the first six
percent of participant retirement contributions. The Company's contribution
was approximately $25,000 in 1995.
(i) New Accounting Pronouncement
In March 1995, Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of," was issued by the Financial Accounting Standards
Board. This statement is effective for fiscal years beginning after December
15, 1995. Management does not believe that this pronouncement will have a
material impact on its financial statements.
(2) Concentration of Credit Risk
The Company's financial instruments that are exposed to concentrations
of credit risk consist primarily of cash and cash equivalents and trade
accounts receivable. The Company places cash and temporary cash investments
with high quality financial institutions and currently invests primarily in
certificates of deposit.
A majority of the Company's business is conducted with major oil and gas
exploration companies with operations in the Gulf of Mexico. The Company
continually evaluates the financial strength of their customers but does not
require collateral to support the customer receivables.
Customers which accounted for 10 percent or more of operating revenue
were as follows for the year ended December 31, 1995:
1995
Chevron USA 18.1%
Murphy Oil Corporation 17.2%
Louisiana Department of Natural Resources 16.0%
Unocal 15.3%
The Company's largest six customers accounted for approximately 82% of
total revenues
<PAGE>
DIMENSIONAL OIL FIELD SERVICES, INC.
Notes to Financial Statements
(3) Property and Equipment
A summary of property and equipment at December 31, 1995 follows:
Machinery and equipment $ 2,848,789
Automobiles, trucks, trailers and tractors 157,622
Leasehold improvements 11,749
______________
3,018,160
Less accumulated depreciation 1,878,106
______________
Net property and equipment $ 1,140,054
(4) Notes Payable
A summary of notes payable at December 31, 1995 follows:
Installment note payable, annual interest
rate of 12.0%, due February 2003 $ 333,500
Note payable to insurance company, due
March 1996, annual interest rate of 7.19% 33,269
Note payable to bank, annual interest rate of 10.0%,
due January 1996 121,360
Other installment notes payable with
interest rates ranging from 7.0 % to 9.0 %
due in monthly installments through 25,127
_____________
513,256
Less current portion 225,756
_____________
$ 287,500
=============
Maturities of long-term debt for the five years ended December 31, 2000
are as follows: $225,756, $46,000, $46,000, $46,000 and $46,000.
(5) Commitments and Contingencies
The Company leases, from its principal shareholder, an office and
service facility under an operating lease. Total rent expense in 1995 was
$56,000. Subsequent to year end, the Company renewed its lease for this
facility through December 31, 2000. Future minimum lease payments under this
non-cancelable lease are $54,000 annually through December 31, 2000.
From time to time the Company is involved in litigation arising out of
operations in the normal course of business. In management's opinion, the
Company is not involved in any litigation, the outcome of which would have a
material effect on its business operations.
<PAGE>
DIMENSIONAL OIL FIELD SERVICES, INC.
Notes to Financial Statements
(6) Discontinued Operations
On December 29, 1995, the Company in a series of agreements distributed
the assets of it's wireline division with a net book value of approximately
$116,000 for 100,000 shares of Wireline Common Stock. The Company immediately
distributed Wireline Common Stock to the stockholders of the Company. The net
book value of approximately $116,000 is included in stockholder distributions.
During the period ended December 29, 1995, Wireline lost $20,708 on revenues
of $1,100,000.
(7) Related Party Transaction
The Company and the principal stockholder have entered into certain
transactions which have given rise to a net due to shareholders of $23,128.
This consists primarily of $50,000 which was loaned to the Company to
obtain a letter of credit.
(8) Subsequent Event
On September 15, 1996, the stockholders, pursuant to a merger agreement,
sold all its common stock for cash of $1,500,000, a promissory note of
$1,000,000 and 1,000,000 share of Superior Energy Services, Inc.'s common
stock. Promissory notes having an aggregate value of $750,000 are subject to a
custodial agreement under which the notes will be released to the former
Dimensional shareholders upon Dimensional's meeting specified earnings levels
through December 31, 1998.
<PAGE>
DIMENSIONAL OIL FIELD SERVICES, INC.
Balance Sheet
(Unaudited)
June 30, 1996
Assets
Current assets:
Cash and cash equivalents $ 11,957
Accounts receivable - trade 1,354,269
Prepaid expenses 220,781
______________
Total current assets 1,587,007
Property and equipment - net 1,113,945
Certificate of deposit 50,000
Other assets 44,660
______________
$ 2,795,612
==============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 878,765
Current portion of notes payable 351,294
______________
Total current liabilities 1,230,059
______________
Notes payable 264,500
Other liabilities 50,000
Stockholders' equity:
Common stock no par value authorized -
100,000 shares; issued - 100,000 shares 17,663
Retained earnings 1,233,390
_______________
Total stockholders' equity 1,251,053
_______________
$ 2,795,612
===============
See accompanying notes to financial statements.
<PAGE>
DIMENSIONAL OIL FIELD SERVICES, INC.
Statements of Operations and Retained Earnings
(Unaudited)
Six Months Ended June 30, 1996 and 1995
1996 1995
_______ _______
Revenues $ 2,352,463 $ 1,241,916
Expenses:
Cost of services 1,223,912 880,583
Selling, general and administrative 848,485 314,235
Interest 30,983 26,643
Depreciation 77,501 72,978
_______________ ________________
Income (loss) from continuing
operations 171,582 (52,523)
Discontinued operations:
Income from operations of the
discontinued wireline division - 56,681
_______________ ________________
Net income 171,582 4,158
Stockholder distributions - (16,100)
Retained earnings at beginning of year 1,061,808 1,225,198
_______________ _______________
Retained earnings at end of year $ 1,233,390 $ 1,213,256
=============== ================
See accompanying notes to financial statements
<PAGE>
DIMENSIONAL OIL FIELD SERVICES, INC.
Statements of Cash Flows
(Unaudited)
Six Months Ended June 30, 1996 and 1995
1996 1995
_______ ________
Cash flows from operating activities:
Net income (loss) $ 171,582 $ (52,523)
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation 77,501 72,978
Changes in operating assets and
liabilities:
Accounts receivable (296,929) (232,542)
Other current assets and liabilities, net 34,913 (85,690)
Accounts payable and accrued expenses (211,261) (42,868)
Other non-current assets & liabilities, net 81,807 77,811
_____________ ____________
Net cash used by continuing operations (142,387) (262,834)
Net cash provided by discontinued operations - 102,343
_____________ ____________
Net cash used by operating activities (142,387) (160,491)
_____________ ____________
Cash flows from investing activities:
Payments for purchases of property and equipment (51,392) -
Certificate of deposit - (50,000)
____________ ___________
Net cash used in investing activities (51,392) (50,000)
_____________ ___________
Cash flows from financing activities:
Notes payable 125,538 248,449
Long term debt (23,000) (23,000)
Stockholder distributions - (16,100)
_____________ ____________
Net cash provided by financing activities 102,538 209,349
_____________ ___________
Net increase (decrease) in cash (91,241) (1,142)
Cash and cash equivalents at beginning of year 103,198 9,931
_____________ __________
Cash and cash equivalents at end of year $ 11,957 $ 8,789
============= ==========
See accompanying notes to financial statements.
<PAGE>
DIMENSIONAL OIL FIELD SERVICES, INC.
Notes to Financial Statements
(Unaudited)
June 30, 1996 and 1995
(1) Basis of Presentation
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to rules and regulations of
the Securities and Exchange Commission; however, management of Dimensional Oil
Field Services, Inc. believes the disclosures which are made are adequate to
make the information presented not misleading. These financial statements and
footnotes should be read in conjunction with the financial statements and
notes thereto included in Dimensional Oil Field Services, Inc. historical
financial statements for the years ended December 31, 1995 included elsewhere
herein.
The unaudited financial information for the six months June 30, 1996 and 1995
has not been audited by independent accountants; however, in the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the results of operations for the periods
presented have been included therein. The results of operations for the first
six months of the year are not necessarily indicative of the results of
operations which might be expected for the entire year.
(2) Adoption of Accounting Pronouncement
Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 121 (SFAS No. 121) "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." SFAS No. 121
sets forth guidelines regarding when to recognize an impairment of long-lived
assets and how to measure such impairment. The adoption of SFAS No. 121 did
not have an effect on the Company's financial position or results of
operations.
<PAGE>
Pro Forma Financial Information:
The following unaudited pro forma condensed financial information is
derived from the historical financial statements of Superior Energy Services,
Inc., Small's, Oilstop, Dimensional Oilfield Services, Inc. and Baytron, Inc..
Adjustments have been made to reflect the financial impact of the
Reorganization and purchase accounting for the Dimensional and Baytron
acquisitions which would have been effected had the Reorganization and
acquisitions taken place on January 1, 1995 with respect to the operating
data and June 30, 1996 with respect to the balance sheet data. The pro forma
adjustments are described in the accompanying notes and are based upon
preliminary estimates and certain assumptions that management of the companies
believe reasonable in the circumstances. This pro forma information is not
necessarily indicative of the results of operations had the acquisitions
been effected on the assumed date.
The Company, pursuant to a merger, acquired all the common stock of
Baytron, Inc. on July 31, 1996. Although Baytron, Inc. did not meet the
reporting requirements under regulation S-B, it has been included in the
following pro forma financial information.
<PAGE>
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
JUNE 30, 1996
(in thousands)
<TABLE>
<CAPTION>
Historical Historical Historical Pro forma
Superior Dimensional Baytron Adjustments Pro forma
____________ ______________ ____________ ______________ ___________
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,114 $ 12 $ 83 $ (600)(A) $ 509
(1,100)(B)
Accounts receivable -net 4,050 1,354 354 5,758
Inventories 1,200 - - 1,200
Deferred income taxes 256 - - 256
Other 195 316 8 519
____________________________________________________________________
Total current assets 7,815 1,682 445 (1,700) 8,242
Property, plant and
equipment - net 6,693 1,114 241 550 (B) 9,001
403 (A)
Goodwill - net 4,461 - - 1,209 (B) 8,463
2,793 (A)
Patent - net 1,176 - - - 1,176
____________________________________________________________________
Total assets $ 20,145 $ 2,796 $ 686 $ 3,255 $ 26,882
====================================================================
</TABLE>
<PAGE>
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
JUNE 30, 1996
(in thousands)
Continued
<TABLE>
<CAPTION>
Historical Historical Historical Pro forma
Superior Dimensional Baytron Adjustments Pro forma
____________ ______________ ____________ ______________ ___________
<S> <C> <C> <C> <C> <C>
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable - bank $ 94 $ 351 $ 12 $ ( 900) (B) $ 1,357
Accounts Payable 734 879 29 - 1,642
Notes payable - other 1,396 50 - - 1,446
Unearned income 738 - - - 738
Accrued expenses 642 - - - 642
Income taxes payable 1,215 - - - 1,215
Other 200 - - - 200
______________________________________________________________________
Total current liabilities 5,019 1,280 41 (900) 7,240
______________________________________________________________________
Notes payable - 265 - (250) (A) 515
Deferred income taxes 408 - 43 (161) (B) 1,121
(509) (A)
Stockholders' equity:
Common stock 17 18 23 23 (B) 19
(1) (B)
18 (A)
(1) (A)
Additional paid in capital 16,265 - - (1,099) (B) 19,551
(2,187) (A)
Retained earnings (deficit) (1,564) 1,233 579 579 (B) (1,564)
1,233 (A)
________________________________________________________________________
Total stockholder equity 14,718 1,251 602 (1,435) 18,006
_________________________________________________________________________
Total liabilities &
stockholders' equity $ 20,145 $ 2,796 $ 686 $ (3,255) $ 26,882
=========================================================================
</TABLE>
<PAGE>
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED STATEMENT OF EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
Historical Historical Historical Pro forma
Superior Dimensional Baytron Adjustments Pro forma
____________ ______________ ____________ ______________ ___________
<S> <C> <C> <C> <C> <C>
Revenues $ 9,330 $ 2,353 $ 1,115 - $ 12,798
_____________________________________________________________________
Costs and expenses:
Costs of services 4,413 1,224 253 5,890
Depreciation & Amortization 590 78 34 $ (15) (I) 811
23 (L)
30 (K)
71 (H)
General and administrative 2,189 848 716 - 3,753
Total costs and expenses 7,192 2,150 1,003 109 10,454
______________________________________________________________________
Income from operations 2,138 203 112 (109) 2,344
Other Income (expense):
Interest expense (48) (31) (7) - (86)
Other 180 - - - 180
_______________________________________________________________________
Income before income tax 2,270 172 105 (109) 2,438
131 (J)
Provision for income taxes 681 - - 30 (M) 842
________________________________________________________________________
Net income $ 1,589 $ 172 $ 105 $(270) $ 1,596
========================================================================
Net income (loss) per Common
Share and Common Share
Equivalent $ .09 $ .09
============ ============
Weighted Average Shares
Outstanding 17,079,763 18,629,763
=============== ==============
</TABLE>
<PAGE>
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORM A CONDENSED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1995
(in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
Superior
Historical Historical Historical ProForma after Historical Historical Pro Forma
Superior Small's Oil Stop Adjustments Reorganization Dimensional Bayton Adjustments Pro Forma
______________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $ 12,338 $6,020 $1,969 580(O) $19,747 $4,123 $ 2,000 -- $25,870
________________________________________________________________________________________________________
Costs and expenses:
Cost of
Services 7,487 5,528 575 (1,118)(O) 12,472 3,028 500 $ 35 (L) 16,000
Depreciation and 259 1,596 244 229 (F) 2,036 181 79 (55) (I) 2,478
amortization (464)(D) 60 (K)
172 (C) 142 (H)
Impairment of long-
lived assets 4,042 -- -- -- 4,042 -- -- -- 4,042
General and
administrative 3,258 287 980 250 (E) 4,775 861 1,053 6,689
__________________________________________________________________________________________________________
Total costs and
expenses 15,046 7,411 1,799 (931) 23,325 4,070 1,632 182 29,209
__________________________________________________________________________________________________________
Income (loss) from
operations (2,708) (1,391) 170 351 (3,578) 53 368 (182) (3,339)
Other income (expense):
Interest expense (86) (422) (82) (422)(P) (168) (62) (23) -- (253)
Other 79 2 -- -- 81 -- -- -- 81
__________________________________________________________________________________________________________
Income (loss) before
income tax (2,715) (1,811) 88 773 (3,665) (9) 345 (182) (3,511)
Provision for income
tax 131 (69) 37 116(G) 215 -- 33 82 (M) 347
17 (J)
__________________________________________________________________________________________________________
Net income(loss) $(2,846) $(1,742) $ 51 $ 657 $ (3,880) $ (9) $ 312 $ (281) $(3,858)
==========================================================================================================
Net income (loss) as adjusted
for pro-forma income taxes:
Income (loss) before
income taxes as per
above $(2,715) $(3,511)
Pro forma income
taxes 640 640
_________ _________
Net income (loss) as
adjusted pro forma
income taxes $(3,355) $(4,151)
========= =========
Net income (loss) per
common share and
common share
equivalent $ (.38) $ (.40)
========= =========
Weighted average shares
outstanding 8,847,946 10,397,946
========== ==========
</TABLE>
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
A. To reflect the purchase price adjustments related to the acquisition of
Dimensional Oil Field Services, Inc. The purchase price is the sum of
$1,500,000 in cash, a promissory note of $1,000,000 and 1,000,000 Common
Shares at the current approximate $2 3/16 market price at the date of
purchase. Promissory notes having an aggregate value of $750,000 are subject
to certain minimum earnings requirements and are not reflected in the purchase
price which approximates $3,984,000. The property, plant and equipment of
Dimensional were valued at their estimated fair market value of approximately
$1,517,000. Deferred taxes have been provided for the difference between the
book and tax basis of the property, plant and equipment acquired. The
remaining assets and liabilities approximated their fair values. The excess
purchase price over the fair value of the net assets of Dimensional at
September 15, 1996 of approximately $2,793,000 was allocated to goodwill to be
amortized over 20 years.
B. To reflect the purchase price adjustments related to the acquisition of
Baytron, Inc. The purchase price is the sum of $1.1 million in cash and
550,000 Common Shares at the current approximate $2.00 market price at date of
purchase for a total purchase price of $2,200,000. The property, plant and
equipment of Baytron were valued at their estimated fair market value of
approximately $791,000. Deferred taxes have been provided for the difference
between the book and tax basis of the property, plant and equipment acquired.
The remaining assets and liabilities approximated their fair values. The
excess purchase price over the fair value of the net assets of Baytron at July
31, 1996 of $1,209,000 was allocated to goodwill to be amortized over 20
years.
C. To reflect the amortization of goodwill associated with Small's.
D. To reflect the adjustment to depreciation associated with the
application of purchase accounting to Small's property, plant and
equipment.
E. To reflect an adjust for compensation associated with the
Reorganization.
F. To reflect the amortization of goodwill associated with Oil Stop.
G. To provide income tax expense on a pro forma basis for Oil Stop and
Small's.
H. To reflect the amortization of goodwill associated with Dimensional.
I. To reflect the additional depreciation associated with the application
of purchase accounting to Dimensional's fixed assets.
J. To provide income tax expense on the pro forma income of Dimensional.
K. To reflect the amortization of goodwill associated with Baytron.
L. To reflect the additional depreciation associated with the application
of purchase accounting to Baytron's fixed assets.
M. To provide income tax expense on the pro form income of Baytron.
N. Represents loss from continuing operations.
O. To eliminate revenues and cost of services of Small's and Oil Stop
included in historical Superior from the date of the acquisition.
P. To reflect the reduction of interest resulting from the repayment of
debt with proceeds from the secondary offering.
