SUPERIOR ENERGY SERVICES INC
10-Q, 1999-05-17
OIL & GAS FIELD SERVICES, NEC
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              U.S. SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                 
                             FORM 10-Q

(MARK ONE)
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
_X_           FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 NO. 0-20310


                      SUPERIOR ENERGY SERVICES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                            75-2379388
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

1105 PETERS ROAD
HARVEY, LOUISIANA                                                70058
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)


      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (504) 362-4321


     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 __

     The number of shares of the Registrant's common stock outstanding on April
30, 1999 was 28,792,523.











<PAGE>
PART 1.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets
                      March 31, 1999 and December 31,1998
                       (in thousands, except share data)


<TABLE>
<CAPTION>
                                                   3/31/99            12/31/98
                                                  (Unaudited)         (Audited)
                                                --------------      -------------
<S>                                             <C>                 <C>
ASSETS
  Current assets:
     Cash and cash equivalents                  $    1,131          $      737
     Accounts receivable - net                      17,216              22,486
     Inventories                                     3,030               2,972
     Income tax receivable                             -                 2,568
     Other                                           1,928               1,892
                                                 ---------           ---------                                      
        Total current assets                        23,305              30,655


     Property, plant and equipment - net            76,647              76,187
     Goodwill - net                                 24,080              24,302
                                                 ---------           ---------                                      
        Total assets                            $  124,032          $  131,144
                                                ==========          ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities:
     Accounts payable                           $    3,118          $    5,557
     Accrued expenses                                3,035               6,316
     Income taxes payable                              534                  -
                                                 ---------           ---------                                      
     Total current liabilities                       6,687              11,873
                                                 ---------           ---------                                      
                                                                                                 
     Deferred income taxes                           8,612               8,612
     Long-term debt                                 25,006              27,955
                                                                                                 
     Stockholders' equity:
        Preferred stock of $.01 par value.
         Authorized, 5,000,000 shares;
         none issued                                    -                   -
        Common stock of $.001 par value.
         Authorized, 40,000,000 shares;
         issued and outstanding 28,792,523             29                   29

     Additional paid-in capital                     78,794              78,794
     Retained earnings                               7,149               6,126
     Treasury stock, at cost, 474,500 shares        (2,245)             (2,245)
                                                 ---------           ---------                                      
        Total stockholders' equity                  83,727              82,704
                                                 ---------           ---------                                      
                                                                                                 
        Total liabilities and
                stockholders' equity            $  124,032          $  131,144
                                                ==========          ==========
</TABLE>

See accompanying notes to consolidated financial statements




                SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
                Condensed Consolidated Statements of Operations
                  Three Months Ended March 31, 1999 and 1998
                     (in thousands,except per share data)
                                  (unaudited)



<TABLE>
<CAPTION>
                                                      1999               1998
                                                ---------------     ------------
<S>                                             <C>                 <C>
Revenues                                        $     18,042        $    22,702
                                                ------------        -----------
     Costs and expenses:
            Costs of services                          7,601              9,562
            Depreciation and amortization              2,142              1,661
            General and administrative                 6,149              5,197
                                                ------------        -----------

            Total costs and expenses                  15,892             16,420
                                                ------------        -----------
     Income from operations                            2,150              6,282
     Other income (expense):
            Interest expense                            (500)              (230)
            Gain on sale of subsidiary                    -               1,176
                                                ------------        -----------
            Income before income taxes                 1,650              7,228
     Provision for income taxes                          627              2,747
                                                ------------        -----------

            Net income                          $      1,023        $     4,481
                                                ============        ===========
     Earnings per share:
            Basic                               $       0.04        $      0.15
                                                ============        ===========
            Diluted                             $       0.04        $      0.15
                                                ============        ===========

     Weighted average common shares used
        in computing earnings per share:
        Basic                                         28,793             29,182
        Incremental common shares
         from stock options                               29                349
                                                ------------        -----------
        Diluted                                       28,822             29,531
                                                ============        ===========
</TABLE>

See accompanying notes to consolidated financial statements



<PAGE>
                SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
                Condensed Consolidated Statements of Cash Flows
                  Three Months Ended March 31, 1999 and 1998
                                (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                        1999               1998
                                                  ---------------     ------------
<S>                                               <C>                 <C>
Cash flows from operating activities:
 Net income                                       $     1,023         $    4,481
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
     Depreciation and amortization                      2,142              1,661
     Gain on sale of subsidiary                            -              (1,176)

     Changes in operating assets
      and liabilities, net of acquisitions:
        Accounts receivable                             5,270                 85
        Inventories                                       (58)               (10)
        Other - net                                       198                163
        Accounts payable                               (2,439)               307
        Accrued expenses                               (3,281)              (381)
        Income taxes payable                            3,102              1,885
                                                  -----------         ----------
                Net cash provided by
                 operating activities                   5,957              7,015
                                                  -----------         ----------

Cash flows from investing activities:
 Payments for purchases of property and equipment      (2,614)           (11,015)
 Additional payment for business acquired                  -                (750)
 Proceeds from sale of subsidiary                          -               4,247
                                                  -----------         ----------
               Net cash used in
                investing activities                   (2,614)            (7,518)
                                                  -----------         ----------

Cash flows from financing activities:
 Notes payable                                         (2,949)               826
 Proceeds from exercise of stock options                   -                  57
                                                  -----------         ----------
               Net cash provided by (used in)
                financing activities                   (2,949)               883
                                                  -----------         ----------
               Net increase in cash                       394                380

Cash and cash equivalents at beginning of period          737              1,902
                                                  -----------         ----------

Cash and cash equivalents at end of period        $     1,131         $    2,282
                                                  ===========         ==========
</TABLE>

See accompanying notes to consolidated financial statements










                        SUPERIOR ENERGY SERVICES, INC.
                               AND SUBSIDIARIES

        Notes to Unaudited Condensed Consolidated Financial Statements
                  Three Months Ended March 31, 1999 and 1998

(1)  BASIS OF  PRESENTATION
     ----------------------

Certain  information  and footnote disclosures normally in financial statements
prepared in accordance  with generally accepted accounting principles have been
condensed or omitted pursuant  to  the  rules and regulations of the Securities
and Exchange Commission; however, management 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  the  Superior  Energy
Services, Inc. (the Company or Superior) Annual Report on Form  10-KSB  for the
year  ended  December  31,  1998  and  the  accompanying notes and Management's
Discussion and Analysis of Financial Condition and Results of Operation.

The financial information for the three months  ended  March 31, 1999 and 1998,
has not been audited.  However, in the opinion of management,  all  adjustments
(which  include only normal recurring adjustments) necessary to present  fairly
the results  of operations for the period presented have been included therein.
The results of  operations  for  the  first  three  months  of the year are not
necessarily  indicative of the results of operations, which might  be  expected
for  the  entire   year.    Certain   previously  reported  amounts  have  been
reclassified to conform to the 1999 presentation.

(2) BUSINESS COMBINATIONS
    ---------------------

In 1998, the Company acquired all of the  outstanding  stock of three companies
for an aggregate $3,857,000 cash. Additional cash consideration,  if  any, will
be  based  upon  a  multiple  of  four  times the respective acquired company's
average  EBITDA  (earnings  before interest,  income  taxes,  depreciation  and
amortization expense) over a  three  year  period from the date of acquisition,
less  certain  adjustments.   In  no  event,  will   the  aggregate  additional
consideration  exceed  $50,143,000.  If the overall current  industry  activity
levels continue, the additional consideration would be materially less than the
maximum consideration.   The  additional  consideration is not reflected in the
respective company's purchase price.  The contingent  consideration,  if  paid,
will  be  capitalized  as  additional purchase price.  Each of the acquisitions
were accounted for as a purchase  and the results of operations of the acquired
companies have been included from their  respective  acquisition dates.  In the
first  quarter  of  1998,  the  Company  sold  Baytron,  Inc.  for  a  gain  of
approximately $1.2 million.

The following unaudited pro forma information for the three  months ended March
31, 1998, presents a summary of consolidated results of operations  as  if  the
acquisitions  and  the  sale  of  the  subsidiary  made in 1998 had occurred on
January 1, 1998 with pro forma adjustments to give effect  to  amortization  of
goodwill,  depreciation  and  certain  other adjustments, together with related
income tax effects (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                THREE MONTHS
<S>                              <C>            
Revenues                          $  26,411
                                  =========
Net income                        $   4,560
                                  =========
Basic earnings per share          $    0.16
                                  =========
Diluted earnings per share        $    0.15
                                  =========
</TABLE>

The above pro forma information is not necessarily indicative of the results of
operations  as  they  would have been had the  acquisitions  been  effected  on
January 1, 1998.

(3) SEGMENT INFORMATION
    -------------------

In 1998, the Company adopted  Statement  of Financial Accounting Standard (FAS)
No. 131, Disclosures about Segments of an  Enterprise  and Related Information.
The  Company's  reportable  segments are grouped by products  and  services  as
follows: rental tools, well services  and  other.   Each  segment offers unique
products  and  services  within the oilfield services industry.   Rental  tools
segment sells and rents specialized equipment for use with onshore and offshore
oil and gas well drilling,  completion,  production  and  workover  activities.
Well  services  segment  provides  plug and abandonment services, electric  and
mechanical wireline services and tank  cleaning. The other segment manufactures
and sells computerized electronic and pressure  control  equipment  for the oil
and  gas  industry,  and  manufactures,  sells  and rents oil spill containment
equipment.  All the segments operate primarily in the gulf coast region.

Summarized  financial  information concerning the Company's  segments  for  the
three months ended March 31, 1999 and 1998 is shown in the following tables (in
thousands):

<TABLE>
<CAPTION>
1999                           Rental            Well                                  Unallocated   Consolidated
- ----                           Tools          Services        Other         Total         Amount         Total
                           --------------------------------------------------------------------------------------
<S>                        <C>             <C>             <C>           <C>           <C>           <C>
Revenues                   $   13,077      $   4,642       $    323      $  18,042     $     -       $     18,042
Costs of services               4,527          2,844            230          7,601           -              7,601
Depreciation and
    amortization                1,803            294             45          2,142           -              2,142
General and
    administrative              4,326          1,493            330          6,149           -              6,149
Operating income                2,421             11           (282)         2,150           -              2,150
Interest                           -              -              -              -           500               500
                           --------------------------------------------------------------------------------------
Income before income taxes $    2,421      $      11       $   (282)     $   2,150     $   (500)     $      1,650
                           ======================================================================================
</TABLE>


<TABLE>
<CAPTION>
1998                           Rental            Well                                  Unallocated   Consolidated
- ----                           Tools          Services        Other         Total         Amount         Total
                           --------------------------------------------------------------------------------------
<S>                        <C>             <C>             <C>           <C>           <C>           <C>
Revenues                   $   13,691      $   7,602       $  1,409      $  22,702     $     -             22,702
Costs of services               4,734          4,393            435          9,562           -              9,562
Depreciation and
     amortization               1,294            217            150          1,661           -              1,661
General and administrative      3,484          1,036            677          5,197           -              5,197
Operating income                4,179          1,956            147          6,282           -              6,282
Interest                           -              -              -              -           230               230
Gain on sale of subsidiary         -              -           1,176           1,176          -              1,176
                           --------------------------------------------------------------------------------------
Income before income taxes $    4,179          1,956          1,323           7,458        (230)            7,228
                           ======================================================================================
</TABLE>

(4) COMMITMENTS AND CONTINGENCIES
    -----------------------------

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 the financial position, results  of operations or liquidity
of the Company.


(5) ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
    ------------------------------------------------------------

In  June  1998, the Financial Accounting Standards Board  issued  Statement  of
Financial  Accounting  Standards  (FAS)  No.  133,  Accounting  for  Derivative
Instruments  and  Hedging  Activities.  FAS No. 133 is effective for all fiscal
quarters  of  fiscal  years beginning  after  June  15,  1999  and  establishes
accounting  and  reporting  standards  for  derivative  instruments,  including
certain derivative  instruments  embedded  in  other contracts, and for hedging
activities.  FAS No. 133 requires that all derivative  instruments  be recorded
on  the  balance  sheet  at  their  fair  value.  Changes in the fair value  of
derivatives  are  to  be recorded each period  in  current  earnings  or  other
comprehensive income, depending  on  whether a derivative is designated as part
of a hedge transaction and, if it is,  the  type of hedge transaction.  Earlier
application of the provisions of the Statement  is  encouraged and is permitted
as of the beginning of any fiscal quarter that begins after the issuance of the
Statement.  Due to the fact that the Company does not  currently use derivative
instruments,  adoption  of  the  Statement will not have a material  effect  on
Superior's results of operations, financial position, or liquidity.


(5) SUBSEQUENT EVENT
    ----------------

On  April  20,  1999, Superior entered  into  a  definitive  agreement  (Merger
Agreement) to merge  a  wholly-owned Superior subsidiary with and into Cardinal
Holding Corporation (Cardinal)  in  a  stock  transaction,  pursuant  to  which
Cardinal would become a wholly-owned subsidiary of Superior.  The terms of  the
Merger  Agreement  provide  that,  at  the  time  of  the  merger,  all  of the
outstanding  shares  of Cardinal capital stock will be converted into the right
to receive in the aggregate  a  number of shares of Superior Common Stock equal
to 51% of the then outstanding Superior  Common  Stock  after  giving effect to
such issuance, calculated on a fully diluted basis.  The number  of  shares  of
Superior  Common Stock that will be issued upon consummation of the merger will
be calculated  based on the number of shares of Superior Common Stock that will
be used by Superior  to  calculate  its  fully  diluted  earnings  per share in
accordance with generally accepted accounting principles for its fiscal quarter
ending June 30, 1999.

The  Merger  Agreement  contains  certain  terms  and conditions to the merger.
Prior  to the consummation of the merger, Superior must  obtain  a  new  credit
facility,  containing  usual  and  customary covenants, mutually agreed upon by
Superior  and  Cardinal,  in a principal  amount  that  will  produce  proceeds
sufficient to repay or refinance certain existing indebtedness of both Cardinal
and Superior.  The merger is  also  conditioned upon Cardinal's completion of a
private placement of $45 million of equity  to  the current holders of Cardinal
capital stock or other institutional investors, the  net proceeds of which will
be used to reduce Cardinal's indebtedness upon consummation  of the merger, and
the  merger  is  subject  to  other  usual and customary conditions,  including
stockholder  approval. Assuming all the  conditions  are  met,  the  merger  is
scheduled to close in the first half of the third quarter of 1999.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         ---------------------------------------------------------------
         RESULTS OF OPERATION
         --------------------


OVERVIEW
- --------

The demand for  Superior's  rental  tools  and  well  services  is  primarily a
function  of the oil and gas exploration and workover activity in the  Gulf  of
Mexico and along the gulf coast.  The level of oilfield activity is affected in
turn by the  willingness  of oil and gas companies to make capital expenditures
for the exploration, development and production of oil and natural gas, and the
levels of such capital expenditures  are  influenced by oil and gas prices, the
cost of exploring for, producing and delivering  oil  and  gas,  the  sale  and
expiration  dates of leases in the United States, the discovery rate of new oil
and gas reserves, local and international political and economic conditions and
the  ability of  oil  and  gas  companies  to  generate  capital.   Demand  for
Superior's  plug and abandonment services is primarily a function of the number
of offshore producing  wells  that  have  ceased to be commercially productive,
increased environmental awareness and the desire  of  oil  and gas companies to
minimize abandonment liabilities.

The oilfield services industry experienced a significant decline in activity in
the  last  half  of  1998 which has continued into the first quarter  of  1999.
Superior's rental tool  business  has  been  impacted,  but not as much as many
other  areas  of  the  oilfield  service  industry  because  it  is   primarily
concentrated  on workover activity and deep water drilling projects which  have
not been affected  as  much  as  other  areas of the industry.  Superior's well
services segment has been adversely affected  as some major and independent oil
and gas companies have elected to defer making these expenditures.  However, as
a result of these deferrals and increased depletion rates, the backlog of wells
requiring plug and abandonment continues to increase.   Should  the  decline in
overall  industry  activity  levels  continue, it could have a material adverse
effect on Superior's financial condition and results of operations.




COMPARISON OF THE RESULTS OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31, 1999
- -----------------------------------------------------------------------------
                                    AND 1998
                                    --------

The Company's revenues were $18 million for the quarter ended March 31, 1999 as
compared to $22.7 million for the same  period in 1998. In the first quarter of
1999,  the  Company continued to  be  affected  by  the  downturn  in  industry
activity,  which  began  in  the last half of 1998.  The decline in revenue  is
primarily  attributable  to  the   well  services  segment  since  it  is  more
susceptible to the major and independent  oil  and  gas companies' deferment of
discretionary  spending. The rental tools segment's revenue  has  not  been  as
adversely affected by industry conditions as a result of its focus on workover,
remediation and  deep water drilling activity.  Although the Company's revenues
declined in the first  quarter of 1999 compared to the same period in 1998, the
Company's gross margin remained constant at 58% for both quarters.

Depreciation and amortization  increased  29%,  to $2.1  million, for the three
months ended March 31, 1999 from $1.7 million for the three  months ended March
31, 1998.   Most of the increase resulted from the larger asset  base  that has
resulted  from  the  Company's  1998  acquisitions  and  capital  expenditures.
General  and  administrative  expenses increased 18%, to $6.1 million, for  the
first quarter of 1999 as compared  to $5.2 million for the same period of 1998.
The increase is the result of the 1998 acquisitions completed during the second
and third quarters in 1998.

Net income for the quarter ended March  31, 1999 decreased 77.2% to $1 million
as compared to $4.5 million for the comparable  period  last  year.  While the
$1.2  million gain on the sale of subsidiary increased the net income  in  the
first quarter  of  1998,  the  Company's results for the first quarter of 1999
reflected the impact of the economic  slowdown in the oil and gas industry and
customers' decisions to limit or defer  investments  in exploration, drilling,
production and plug and abandonment services.


CAPITAL RESOURCES AND LIQUIDITY
- -------------------------------

For the three months ended March 31, 1999, the Company  had  net  income of $1
million and net cash provided by operating activities of $6 million,  compared
to  $4.5  million  and  $7 million, respectively, for the same period in 1998.
The Company's EBITDA decreased  to  $4.3 million, as compared to $7.9 million,
exclusive of the gain on sale of a subsidiary,  for  the  same period in 1998.
The decrease in net income, cash flow and EBITDA was primarily  the  result of
the significant decline in overall industry activity in the last half  of 1998
which has continued into the first quarter of 1999.

The  Company  maintains a bank  credit facility which provides for a revolving
line of credit up to $45 million, matures on April 30, 2000, and bears interest
at an annual rate  of  LIBOR  plus  a margin that depends on the Company's debt
coverage ratio (currently 6.76% per annum).   As  of  April 30, 1999, there was
$24.5 million outstanding under the bank credit facility.  Borrowings under the
bank credit facility are available for acquisitions, working  capital,  letters
of  credit  and general corporate purposes.  Indebtedness under the bank credit
facility  is  guaranteed  by  the  Company's  subsidiaries,  collateralized  by
substantially all  of  the  assets  of  the Company and its subsidiaries, and a
pledge of all the common stock of the Company's  subsidiaries.  Pursuant to the
bank credit facility, the Company has also agreed to maintain certain financial
ratios.   The  bank  credit facility also imposes certain  limitations  on  the
ability of the Company  to  make  capital  expenditures, pay dividends or other
distributions to shareholders, make acquisitions  or incur indebtedness outside
of the bank credit facility.

In  the first three months of 1999, the Company made  capital  expenditures  of
$2.6  million  primarily  for additional rental equipment. Management currently
believes that the Company will  make additional capital expenditures, excluding
acquisitions, of approximately $5  to  $7  million in 1999 primarily to further
expand its rental tool inventory.  The Company  believes  that  cash  generated
from  operations  and  availability under the bank credit facility will provide
sufficient funds for the  Company's  identified  capital  projects  and working
capital  requirements.   However,  part of the Company's strategy involves  the
acquisition of companies that have products  and  services complementary to the
Company's existing base of operations.  Depending on  the  size  of  any future
acquisitions,  the  Company  may  require additional equity financing and  debt
financing possibly in excess of the Company's bank credit facility.

On  April  20,  1999, Superior entered  into  a  definitive  agreement  (Merger
Agreement) to merge  a  wholly-owned Superior subsidiary with and into Cardinal
Holding Corporation (Cardinal)  in  a  stock  transaction,  pursuant  to  which
Cardinal would become a wholly-owned subsidiary of Superior.  The terms of  the
Merger  Agreement  provide  that,  at  the  time  of  the  merger,  all  of the
outstanding  shares  of Cardinal capital stock will be converted into the right
to receive in the aggregate  a  number of shares of Superior Common Stock equal
to 51% of the then outstanding Superior  Common  Stock  after  giving effect to
such issuance, calculated on a fully diluted basis.  The number  of  shares  of
Superior  Common Stock that will be issued upon consummation of the merger will
be calculated  based on the number of shares of Superior Common Stock that will
be used by Superior  to  calculate  its  fully  diluted  earnings  per share in
accordance with generally accepted accounting principles for its fiscal quarter
ending June 30, 1999.

The  Merger  Agreement  contains  certain  terms  and conditions to the merger.
Prior  to the consummation of the merger, Superior must  obtain  a  new  credit
facility,  containing  usual  and  customary covenants, mutually agreed upon by
Superior  and  Cardinal,  in a principal  amount  that  will  produce  proceeds
sufficient to repay or refinance certain existing indebtedness of both Cardinal
and Superior.  The merger is  also  conditioned upon Cardinal's completion of a
private placement of $45 million of equity  to  the current holders of Cardinal
capital stock or other institutional investors, the  net proceeds of which will
be used to reduce Cardinal's indebtedness upon consummation  of the merger, and
the  merger  is  subject  to  other  usual and customary conditions,  including
stockholder  approval. Assuming all the  conditions  are  met,  the  merger  is
scheduled to close in the first half of the third quarter of 1999.

In June 1998,  the  Financial  Accounting  Standards  Board issued Statement of
Financial  Accounting  Standards  (FAS)  No.  133,  Accounting  for  Derivative
Instruments  and  Hedging  Activities.   FAS 133 is effective  for  all  fiscal
quarters  of  fiscal  years  beginning  after June  15,  1999  and  establishes
accounting  and  reporting  standards  for  derivative  instruments,  including
certain derivative instruments embedded in other  contracts,  and  for  hedging
activities.   FAS  133 requires that all derivative instruments be recorded  on
the  balance  sheet at  their  fair  value.   Changes  in  the  fair  value  of
derivatives are  to  be  recorded  each  period  in  current  earning  or other
comprehensive  income, depending on whether a derivative is designated as  part
of a hedge transaction  and,  if it is, the type of hedge transaction.  Earlier
application of the provisions of  the  Statement is encouraged and is permitted
as of the beginning of any fiscal quarter that begins after the issuance of the
Statement.  Due to the fact that the Company  does not currently use derivative
instruments,  adoption of the Statement will not  have  a  material  effect  on
Superior's results of operations, financial position, or liquidity.


YEAR 2000
- ---------

The Company is  assessing  both  the  cost  of  addressing  and the cost or the
consequence of incomplete or untimely resolution of the Year  2000 issue.  This
process includes (i) the development of Year 2000 awareness, (ii)  a  review to
identify  systems  that  could  be  affected  by  the Year 2000 issue, (iii) an
assessment of potential risk factors (including non-compliance by the Company's
suppliers,  subcontractors  and  customers), (iv) the  allocation  of  required
resources, (v) a determination of the extent of remediation work required, (vi)
the  development of an implementation  plan  and  time  table,  and  (vii)  the
development of contingency plans.

The Company  makes use of computers in its processing of accounting, financial,
administrative,  and  management  information.   Additionally, the Company uses
computers as a tool for its employees to communicate  among themselves and with
other  persons  outside  the organization.  The Company will  contact  its  key
vendors and customers to assess  their  efforts  and  progress  with  Year 2000
issues.    The  Company  anticipates  completion  of  its  evaluation  of  non-
information  technology  equipment,  key vendors and suppliers and any remedial
action and/or a contingency plan, if necessary, by August 31, 1999.

The  Company  is in the process of analyzing  and  evaluating  the  operational
problems and costs  that  would be reasonably likely to result from the failure
by  the Company or certain third  parties  to  complete  efforts  necessary  to
achieve  Year 2000 compliance on a timely basis.  The Company is in the process
of evaluating all the material information technology ("IT") and non-IT systems
that it uses  directly  in its operations.  The Company presently believes that
the year 2000 issue will  not  pose  significant  operational  problems for the
Company's computer systems.  However, if all significant Year 2000  issues  are
not  properly identified, or assessment, remediation and testing of its systems
are not  effected timely, the Year 2000 issue could potentially have an adverse
impact on  the  Company's  operations  and  financial  condition.   Among other
things,  the  Company  could  be impacted by the inability of its customers  to
accurately and timely pay invoices, the Company's inability to access necessary
capital from lenders or other sources  when  required, and the inability of the
Company's  significant suppliers, subcontractors  and  others  to  provide  the
necessary materials,  services  or  systems  required  to operate the Company's
business.

The  Company  believes  that  it  will  be able to implement successfully  the
changes necessary to address the Year 2000  issues  with reliance on its third
party vendors and does not expect the cost of such changes  to have a material
impact  on  the  Company's financial position, results of operations  or  cash
flows in future periods.


PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

(a)     The following exhibit is filed with this Form 10-Q

        2.1     Certificate of Incorporation (Incorporated by reference to the
                Company's Form 10-QSB for the quarter ended March 31, 1996)
        2.2     Bylaws (Incorporated by reference to the Company's Form SB-2
                (Registration Statement No. 333-15987))
        27.1    Financial Data Schedule

(b)     The Company did not file any reports on Form 8-K during the quarter
        ended March 31, 1999.






                                  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.



Date:  MAY 14, 1999                     BY: /S/ TERENCE E. HALL
                                            ---------------------------
                                            Terence E. Hall
                                            Chairman of the Board,
                                            Chief Executive Officer
                                            and President
                                            (Principal Executive Officer)



Date:  MAY 14, 1999                     BY: /S/ ROBERT S. TAYLOR
                                           ---------------------------
                                            Robert S. Taylor
                                            Chief Financial Officer
                                            (Principal Financial
                                            and Accounting Officer)




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