<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[x] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 1996.
------------------
[ ] 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 1-12542
UTI ENERGY CORP.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2037823
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Suite 112
485 Devon Park Drive
Wayne, Pennsylvania 19087
------------------- -----
(Address of principal executive offices) (Zip Code)
(610) 971-9600
---------------------
(Registrant's telephone number, including area code)
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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each class of issuer's classes of
common stock, as of the latest practicable date. 3,446,222 shares of Common
--------------------------
Stock at November 5, 1996.
- --------------------------
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Statement of Operations
Three and Nine Months ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . 3
Condensed Consolidated Balance Sheet at September 30, 1996 and
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Condensed Consolidated Statement of Cash Flows for the
Nine Months ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 4. Submission of Matters to a vote of Security Holders . . . . . . . . . . . . . . . . . . . . 11
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UTI Energy Corp.
Condensed Consolidated Statement of Operations (Unaudited)
(in thousands, except share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
---------------------- ----------------------
<S> <C> <C> <C> <C>
Revenues:
Oil field service $ 26,204 $ 9,922 $ 66,110 $ 24,722
Other 65 56 224 214
-------- ------- -------- --------
26,269 9,978 66,334 24,936
Cash and expenses:
Cost of sales:
Oil field service 20,566 7,694 53,211 20,080
Other 278 50 335 50
Selling, general and administrative 1,900 1,220 5,347 3,560
Depreciation and amortization 1,087 580 3,066 1,693
-------- ------- -------- --------
23,831 9,544 61,959 25,383
-------- ------- -------- --------
Operating income (loss) 2,348 434 4,375 (447)
Other income 166 32 1,020 189
Interest expense 284 32 716 114
-------- ------- -------- --------
Income (loss) from continuing operations
before taxes 2,320 434 4,679 (372)
Income taxes (benefit 710 139 1,388 (54)
-------- ------- -------- --------
Income (loss) from continuing operations 1,610 295 3,291 (318)
Income from discontinued operations
(less applicable income taxes of $34
and $14, respectively) 103 38
Loss on disposal of discontinued operations
(less applicable tax benefit of $129)
Net income (loss) (361) (361)
-------- -------- -------- --------
$ 1,610 $ 37 $ 3,291 $ (641)
======== ======== ======== ========
Earnings (loss) per common share:
Continuing operations $ 0.41 $ 0.09 $ 0.89 $ (0.10)
Discontinued operations - 0.03 - 0.01
Loss on disposal of discontinued operations - (0.11) - (0.11)
------- -------- ------- ---------
$ 0.41 $ 0.01 $ 0.89 $ (0.20)
======= ======== ======= =========
Average common shares outstanding:
Primary 3,859,976 3,244,000 3,698,275 3,244,000
========= ========= ========= =========
Fully diluted 3,901,634 3,244,000 3,720,275 3,244,000
========= ========= ========= =========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
UTI Energy Corp.
Condensed Consolidated Balance Sheet
(in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------ ------------
(Unaudited) (Note)
<S> <C> <C>
Assets
Current assets:
Cash $ 994 $ 2,273
Accounts receivable--net of allowance for doubtful
accounts of $207 in 1996 and $193 in 1995 14,895 9,370
Other receivables 1,646 2,304
Materials and supplies 844 735
Mineral rights held for resale 198 68
Prepaid expenses 349 751
------- -------
Total current assets 18,926 15,501
Property and equipment:
Land 775 775
Buildings and improvements 1,787 1,792
Machinery and equipment 52,612 33,504
Oil and gas working interests 1,680 1,690
Construction in process 965 292
------- -------
57,819 38,053
------
Less: Accumulated depreciation and amortization 22,832 20,269
------- -------
Total property and equipment 34,987 17,784
Deferred tax asset 505 602
Other assets 2,658 279
------- -------
$57,076 $34,166
======= =======
Liabilities and common shareholders' equity
Current liabilities:
Accounts payable $ 6,256 $ 4,244
Accrued expenses 2,599 1,889
Accrued payroll costs 2,295 1,399
Current portion of long-term debt 3,902 2,542
------- -------
Total current liabilities 15,052 10,074
Long-term debt 17,135 8,701
Deferred taxes 5,486 51
Other long-term debt 350 350
Common shareholders' equity:
Common Stock, $.001 par value, 10,000,000 shares
authorized - issued and outstanding 3,466,222 shares 3 3
Additional capital 15,805 15,095
Retained earnings 3,355 63
Restricted stock plan unearned compensation (110) (171)
------- -------
Total common shareholders' equity 19,053 14,990
------- -------
$57,076 $34,166
======= =======
</TABLE>
Note: The balance sheet at December 31, 1995 has been derived from the audited
financial statements but does not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. See Note 1 to condensed consolidated financial statements.
4
<PAGE> 5
UTI Energy Corp.
Condensed Consolidated Statement of Cash Flows (Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months ended
September 30
1996 1995
----------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Income (loss) from continuing operations $ 3,291 $ (318)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 3,066 1,693
Deferred income taxes (credit) 97 (5)
(Recovery) provision for bad debts - (62)
Gain on disposal of fixed assets (62) (92)
Changes in operating assets and liabilities:
Accounts receivable and prepaids (4,465) (2,872)
Inventories and mineral rights held for resale (239) (2)
Accounts payable and accrued expenses 3,618 471
Other 155 21
-------- -------
Net cash provided by (used in) continuing operations 5,461 (1,166)
Net cash provided by discontinued operations - 3,758
-------- -------
Net cash provided by operating activities 5,461 2,592
INVESTING ACTIVITIES:
Purchase of business (14,497) -
Purchase of property and equipment (2,931) (1,463)
Proceeds from sale of property and equipment 183 183
-------- -------
Net cash (used in) investing activities (17,245) (1,280)
FINANCING ACTIVITIES:
Warrants issued 710 -
Long-term debt borrowed 14,690 206
Long-term debt repaid (4,895) (840)
-------- -------
Net cash provided by (used in) financing activities 10,505 (634)
-------- -------
Net increase (decrease in cash) (1,279) 678
Cash and cash equivalents at beginning of period 2,273 3,785
-------- -------
Cash and cash equivalents at end of period $ 994 $ 4,463
======== =======
</TABLE>
See notes to condensed consolidated financial statements
5
<PAGE> 6
UTI Energy Corp.
Notes to Condensed Consolidated Financial Statements
September 30, 1996
1. INTERIM FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements at September 30,
1996 have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10 - Q and Article 10 of Regulation S - X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation of the financial position and operating
results for the interim periods have been included. The results of operations
for the three and nine months ended September 30, 1996 are not necessarily
indicative of the results for the entire year ending December 31, 1996. For
further information, refer to the Consolidated Financial Statements and
footnotes thereto included in the Company's Annual Report on Form 10 - K for
the year ended December 31, 1995.
2. ACQUISITIONS AND DISPOSITIONS
Effective September 29, 1995, the Company disposed of its oil field supply
business for $4.3 million in cash, net of severance and transaction costs.
Effective November 1, 1995, the Company purchased the capital stock of FWA
Drilling Company, Inc. ("FWA") for $14,000,000 in cash. FWA is engaged in
contract drilling in Texas. The acquisition was accounted for using the
purchase method and FWA's operating results since November 1, 1995 have been
consolidated with the operating results of the Company. The estimated fair
market value of the assets acquired exceeded the purchase price by $4.9
million, which reduced long-term assets acquired.
On August 14, 1996, the Company purchased the capital stock of the Viersen &
Cochran Drilling Company ("V&C"). Viersen was engaged in contract drilling in
Oklahoma but had suspended its operations prior to the closing date. The
Company intends to use V&C's assets in its operations and may dispose of
certain of the acquired assets to the extent such assets are determined to be
surplus to the future operations of the Company. The consideration paid for
V&C consisted of (i) $6,000,000 in cash paid on August 14, 1996 (a portion of
which the Company borrowed under its existing credit agreement); (ii) a
two-year $8,000,000 promissory note (the "Promissory Note") executed by the
Company in favor of the Seller; and (iii) stock warrants (with a five-year
term) to purchase 200,000 shares of the Company's common stock, $.001 par
value, at $15 per share. The Promissory Note bears interest at the rate of 6%
per annum and is payable in full on or before August 14, 1998. The terms of
the Promissory Note require the Company to make a principal payment of
$1,500,000 on or before August 14, 1997 and an additional principal payment of
$1,500,000 on or before February 14, 1998. The Company has the option under
the Promissory Note to pay Seller $7,650,000 plus accrued interest on or before
February 14, 1997 in full satisfaction of the Promissory Note. The Company's
obligations under the Promissory Note are guaranteed by V&C and are secured by
a pledge of the assets of V&C pursuant to a security agreement.
6
<PAGE> 7
The following pro forma operating results assume that FWA and Viersen had been
acquired as of the beginning of each fiscal year:
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, 1996 September 30, 1995
------------------ ------------------
<S> <C> <C>
Revenue $ 68,068 $ 58,417
======== =========
Net Income $ 1,980 $ (792)
======== =========
Earnings per share
from continuing operations $ 0.53 $ (0.24)
======== =========
</TABLE>
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company is a leading provider of contract drilling services for
the oil and gas industry in the Anadarko, Permian and Appalachian Basins. The
Company also provides pressure pumping services in the Appalachian Basin and
operates a horizontal hard rock boring division in the eastern half of the
United States. During the three and nine months ended September 30, 1996, the
Company has experienced significant growth in its income, revenues and
operating margins. This growth reflected the successful implementation of the
Company's growth strategy as well as improvements in market conditions in the
industry and a continued emphasis on increasing operating efficiencies.
The Company's strategy is to take advantage of the consolidation in
the land drilling segment of the oil and gas service industry by effecting
selective acquisitions. The Company has focused its acquisition efforts on
both drillers with existing operations and established reputations for quality
and equipment and on underutilized assets that can be assembled into the
Company's existing operations.
In September 1995, the Company disposed of its oil field distribution
business. The proceeds from this disposition, together with additional
financing, were utilized by the Company in November 1995 to acquire FWA
Drilling Company ("FWA"), a contract driller operating primarily in the state
of Texas. In August 1996, the Company acquired Viersen and Cochran Drilling
Company ("V&C"), a contract driller that operated primarily in the state of
Oklahoma.
The acquisition of FWA resulted in significant growth in the Company
revenues over 1995 levels. The FWA acquisition also allowed the Company to
enter into new regional markets with an established organization and equipment
base. Revenue attributable to FWA for the three and nine months ended
September 30, 1996, was $14.2 million and $34.7 million, respectively, and
operating income attributable to FWA for the three and nine months ended
September 30, 1996, was $1.6 million and $3.7 million, respectively. The V&C
acquisition was effected primarily as an acquisition of high-quality equipment
that could be utilized in connection with the Company's operations and to take
advantage of improvements in the Company's markets. The V&C acquisition
provided the Company 13 rigs, including two SCR deep drilling rigs, over
500,000 feet of drill pipe (approximately 40% of which was unused) and over 800
drill collars. To date, the Company has redeployed five of the V&C rigs into
its operations. The Company currently estimates that the drill pipe acquired
in the V&C acquisition should be satisfy the drill pipe needs for the Company's
current fleet for five years.
Results for the three and nine months also reflect a significant
improvement in market conditions in the United States land drilling markets.
Average day rates received by the Company during the third quarter of 1996 were
up over 4% from that realized during the third quarter of 1995. The Company
also has increased its focus on streamlining operations and reducing its cost
structure, which has further increased operating margins and profitability.
The Company currently expects that its land drilling operations will
continue to benefit from improved market conditions and the effects of its
prior acquisitions. The Company is also actively reviewing various potential
acquisitions that, if completed, could result in further increases in revenues
and earnings.
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
REVENUE: Revenue increased 163% to $26.3 million in 1996 from $10.0
million in 1995. The revenue increase of $16.3 million is comprised of a $14.7
million increase in contract drilling revenue and an increase of $1.6 million
in pressure pumping revenue. Of the $14.7 million increase in contract
drilling revenue, $14.2 million is attributable to the FWA acquisition. The
Company's rig fleet was employed for 3,176 days in the third quarter of 1996 as
compared to 1,024 days in the same quarter of 1995, and the Company completed
978 pressure pumping jobs in 1996 as compared to 751 jobs in 1995. Revenue
increases also reflected the improvements in day rates.
8
<PAGE> 9
GROSS PROFIT: Gross profit increased 143% to $5.4 million in the
third quarter of 1996 compared to $2.2 million for the same period in 1995.
Contract drilling gross profit as a percentage of revenue was 16.9% in 1996 and
1995. Pressure pumping gross profit as a percentage of revenue was 41.2% in
1996 and 37.4% in 1995.
DEPRECIATION AND AMORTIZATION: Depreciation and amortization expense
increased $507,000 primarily due to the acquisition of FWA and to a lesser
extent the acquisition of V&C.
SELLING, GENERAL AND ADMINISTRATIVE: Selling, general, and
administrative expenses increased $680,000 primarily due to the acquisition of
FWA and higher performance based bonus accruals. Selling, general and
administrative expense as a percentage of revenues, however, decreased as a
result of increased utilization and revenues.
OTHER INCOME: Other income increased $134,000.
INTEREST INCOME: Interest expense increased $252,000 primarily due to
interest on the debt associated with the FWA and V&C acquisitions.
NET INCOME: Net income for the third quarter of 1996 was $1.6 million
compared to $37,000 for the same period in 1995.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
REVENUES: Revenues increased by $41.4 million, or 166%, to $66.3
million for the first nine months of 1996 from $24.9 million for the same
period in 1995. The revenue increase of $41.4 million is comprised of a $39.0
million increase in contract drilling revenue and a $2.4 million increase in
pressure pumping revenue. Of the $39.0 million increase in contract drilling
revenue, $34.8 million is attributable to the FWA acquisition. The Company's
rig fleet was employed for 8,096 days during the 1996 period as compared to
2,564 days in 1995, and the Company completed 2,108 pressure pumping jobs in
1996 as compared to 1,851 jobs in 1995. Revenue increases also reflected the
improvements in day rates.
GROSS PROFIT: Gross profit increased 166% to $12.8 million in 1996
from $4.8 million in 1995. Contract drilling gross margin as a percentage of
sales was 17.2% for the first nine months of 1996 and 16.7% for the same period
in 1995. Pressure pumping gross margin as a percentage of revenue was 31.1%
for the first nine months of 1995 and 34.8% for the same period in 1995.
DEPRECIATION AND AMORTIZATION: Depreciation and amortization expense
increased $1.4 million due to the FWA acquisition and to a lesser extent the
acquisition of V&C.
SELLING, GENERAL AND ADMINISTRATIVE: Selling, general and
administrative expenses increased $1.8 million as a result of the FWA
acquisition and higher performance based bonus accruals. Selling, general and
administrative expense as a percentage of revenues, however, decreased as a
result of increased utilization and revenues.
OTHER INCOME: Other income increased $831,000 primarily due to a
favorable resolution of a dispute with the United States government over
mineral rights owned by the company in Southeast New Mexico.
INTEREST EXPENSE: Interest expense increased $602,000 due to interest
on the debt associated with the FWA and Viersen acquisitions.
INCOME FROM CONTINUING OPERATIONS: Income was $3.3 million for the
first nine months of 1996 compared to a loss of $318,000 for the same period in
1995.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES: The Company's net working capital
was $3.9 million at September 30, 1996 compared to $5.4 million at December 31,
995. The decrease in net working capital is due to the increase in current
maturities of long-term debt related to notes payable issued to fund the
Viersen & Cochran acquisition.
The Company had no short-term debt on December 31, 1995. The Company
funds its short-term cash needs with a revolving credit facility. Borrowings
under the credit facility are limited based on the Company's levels of accounts
receivable and inventory and bear interest at the lower of the prime rate or
other rate options available at the time of borrowing, depending on the
Company's financial performance. Availability under the facility at September
30, 1996 was $4.8 million, less $400,000 used in the form of a letter of
credit. The facility expires on June 30, 1998.
The terms of the promissory notes, initially aggregating $9.0 million,
issued to fund the purchase of FWA, require equal principal payments of $150,000
per month plus interest based on 30 day LIBOR. In connection with the V&C
acquisition, the Company issued a two-year $8,000,000 promissory note (the
"Viersen Note"), which bears interest at the rate of 6% per annum and is
payable in full on or before August 14, 1998. The terms of the Viersen Note
require the Company to make a principal payment of $1,500,000 on or before
August 14, 1997 and an additional principal payment of $1,500,000 on or before
February 14, 1998. The Company has the option to prepay the Viersen Note by
paying $7,650,000 plus accrued interest on or before February 14, 1997. The
Company also issued a promissory note in connection with the redemption of the
Company's Series A Preferred Stock in 1993, which requires annual principal
payments of $500,000 and annual mandatory principal prepayments of an amount
equal to the Company's excess cash flow as defined, but not to exceed $500,000.
Capital expenditures for the quarter ended September 30, 1996, which
do not include any assets acquired in the acquisition of Viersen, were $0.9
million. The Company currently anticipates that total capital expenditures
for all of 1996 will be approximately $4.0 million.
Management believes its cash balance, cash generated by operating
activities, and its credit facility will be sufficient to meet its working
capital, capital expenditure and debt service requirements for the next twelve
months. Additional financing will likely be required in connection with future
acquisitions. Such financing may be in the form of with debt or equity.
PRIVATE SECURITIES LITIGATION REFORM ACT
Certain forward looking information contained herein is being provided
in accordance with the provisions of the Private Securities Litigation Reform
Act. Such information is subject to certain assumptions and beliefs based on
current information known to the Company and is subject to factors that could
result in actual results differing materially from those anticipated in the
forward looking statements contained in this report. Such factors include
changes in the price of oil and natural gas, changes in the demand for and
supply of drilling rigs in the regions in which the Company competes,
availability of equipment and labor to the Company to take advantage of
improvements in the market, unforeseen injuries and accidents involving the
Company's rig operations, world-wide political stability and economic growth,
United States and world energy policies, the Company's successful
implementation of its internal operating plans, performance issues with key
customers, suppliers and subcontractors, regulatory changes and legal
proceedings. Accordingly, there can be no assurance that the forward-looking
statements contained herein will occur or that objectives achieved.
10
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Company's Annual Meeting of Stockholders held on August 8,
1996, the following members were elected to the Board of Directors in the class
specified:
<TABLE>
<CAPTION>
AFFIRMATIVE NEGATIVE VOTES
VOTES VOTES WITHHELD
<S> <C> <C> <C> <C>
Class II: Mark S. Siegel 3,075,584 -0- 42,100
Kenneth N. Berns 3,075,584 -0- 42,100
</TABLE>
The following individuals also continued as directors of the
Company: Vaughn E. Drum, Terry H. Hunt, Nadine C. Smith and Robert B. Spears.
The following proposals were approved at the Company's Annual Meeting:
<TABLE>
<CAPTION>
AFFIRMATIVE NEGATIVE VOTES
VOTES VOTES WITHHELD
<S> <C> <C> <C> <C>
1. Approve the UTI Energy Corp. 1996 2,555,467 171,140 1,150
Employee Stock Option Plan
2. Approve the UTI Energy Corp. Non-Employee 2,703,717 23,190 850
Director Stock Option Plan
3. Approve the Stock Option Agreement Between 2,506,667 220,090 1,000
UTI Energy Corp. and Remy Investors and
Consultants, Incorporated
4. Approve the repricing of, and amendment to, 2,318,038 417,400 850
stock options granted to certain senior
executive officers of the Company
5. Approve the selection of Ernst & Young LLP 3,114,894 2,100 690
as the Company's independent auditors
</TABLE>
ITEM 5. OTHER INFORMATION.
None
11
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Reports on 8-K.
To report the acquisition of Viersen & Cochran Drilling Company
pursuant to Item 2 of Form 8-K, the Company filed a Form 8-K with the
Securities and Exchange Commission on August 28, 1996. To report
certain historical and proforma financial information of Viersen and
The Company pursuant to Item 7 of Form 8-K, the Company filed a Form
8-K/A with the Securities and Exchange Commission on October 28, 1996,
which contained (i) audited balance sheets of Viersen as of December
31, 1993, 1994 and 1995; (ii) audited statements of income and cash
flows for Viersen for the years ended December 31, 1994 and 1995;
(iii) unaudited balance sheets of Viersen as of June 30, 1996; (iv)
unaudited statements of income and cash flows for Viersen for the six
months ended June 30, 1995 and 1996; and (v) unaudited pro forma
condensed balance sheet of the Company as of June 30, 1996 and
statements of operations for the Company for the year ended December
31, 1995 and the six months ended June 30, 1996.
(b) Exhibits.
*2.1 Stock Purchase Agreement dated August 14, 1996, by and between
The Sam K. Viersen, Jr. Trust dated September 9, 1986 as
Amended and Restated on May 11, 1994 and UTI Energy Corp.
Pursuant to Item 601(b)(2) of Regulation S-K, schedules and
similar attachments (other than Attachment A) to the Stock
Purchase Agreement have not been filed with this exhibit.
Attachments B, D and E to the Stock Purchase Agreement have
been filed as Exhibits 4.1, 4.2 and 4.3 to this Form 8-K,
respectively. Exhibits C (form of Guaranty Agreement), F
(form of Lease Agreement) and G (form of Escrow Agreement) as
well as the Disclosure Schedule, which contains a list of
Viersen's assets and liabilities and Viersen's financial
statements, will be filed supplementally with the Commission
upon request.
*4.1 Promissory Note of UTI Energy Corp. dated August 14, 1996, in
the principal amount of $8,000,000 in favor of The Sam K.
Viersen, Jr. Trust dated September 9, 1986 as Amended and
Restated on May 11, 1994.
*4.2 Hypothecation/Security Agreement dated August 14, 1996, by
Viersen & Cochran Drilling Company in favor of The Sam K.
Viersen, Jr. Trust dated September 9, 1986 as Amended and
Restated on May 11, 1994.
*4.3 Stock Purchase Warrant dated August 14, 1996, between The Sam
K. Viersen, Jr. Trust dated September 9, 1986 as Amended and
Restated on May 11, 1994 and UTI Energy Corp.
27.1 Financial Data Schedule.
*Previously filed with the Company's Current Report on Form 8-K dated August
28, 1996.
12
<PAGE> 13
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.
<TABLE>
<S> <C>
UTI ENERGY CORP.
(REGISTRANT)
Date: November 14, 1996 /s/ P. Blake Dupuis
----------------------------------------------------------------------
P. Blake Dupuis
Vice President Chief Financial Officer and
Chief Accounting Officer
Signed on behalf of the registrant and as principal
financial officer
</TABLE>
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 994
<SECURITIES> 0
<RECEIVABLES> 14,895
<ALLOWANCES> 207
<INVENTORY> 0
<CURRENT-ASSETS> 18,926
<PP&E> 57,819
<DEPRECIATION> 34,987
<TOTAL-ASSETS> 57,076
<CURRENT-LIABILITIES> 15,052
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> 19,050
<TOTAL-LIABILITY-AND-EQUITY> 57,076
<SALES> 0
<TOTAL-REVENUES> 26,269
<CGS> 0
<TOTAL-COSTS> 20,566
<OTHER-EXPENSES> 278
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 284
<INCOME-PRETAX> 2,320
<INCOME-TAX> 710
<INCOME-CONTINUING> 1,610
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,610
<EPS-PRIMARY> .41
<EPS-DILUTED> .41
</TABLE>
