-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UEkewFEt8GPz5j+vUxQjTpyB7TOuonDN4TKUlI1CAASfNMGMqrzhYMqGF+VXtESr iaq7mVJc2BfzEN/wpYrrxw== 0000906280-00-000085.txt : 20000421 0000906280-00-000085.hdr.sgml : 20000421 ACCESSION NUMBER: 0000906280-00-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000420 ITEM INFORMATION: FILED AS OF DATE: 20000420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR ENERGY SERVICES INC CENTRAL INDEX KEY: 0000886835 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 113039286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-22603 FILM NUMBER: 605916 BUSINESS ADDRESS: STREET 1: 1105 PETERS ROAD CITY: HARVEY STATE: LA ZIP: 70058 BUSINESS PHONE: 5043624321 MAIL ADDRESS: STREET 1: 1105 PETERS ROAD CITY: HARVEY STATE: LA ZIP: 70058 FORMER COMPANY: FORMER CONFORMED NAME: SMALLS OILFIELD SERVICES CORP DATE OF NAME CHANGE: 19930328 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 20, 2000 SUPERIOR ENERGY SERVICES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 0-20310 75-2379388 (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 1105 Peters Road, Harvey, Louisiana 70058 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (504) 362-4321 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (b) Pro Forma Financial Information - unaudited On July 15, 1999, a subsidiary of Superior Energy Services, Inc. ("Superior") merged (the "Merger") with Cardinal Holding Corp. ("Cardinal"). As a result of the Merger, Cardinal became a subsidiary of Superior. However, the Merger was treated, for accounting purposes, as if Superior was acquired by Cardinal in a purchase transaction. In addition, on November 1, 1999, Superior acquired (the "PMI Acquisition") Production Management Companies, Inc. ("PMI"). The following unaudited pro forma condensed financial information for the year ended December 31, 1999 has been prepared by management assuming that the Merger and the PMI Acquisition occurred on January 1, 1999. In preparing the information, management has utilized the following financial statements: (A) the historical financial statements of Superior as of December 31, 1999, which as a result of the accounting treatment of the Merger and the PMI Acquisition reflect (a) the results of Cardinal's operations through the date of the Merger, (b) the results of the combined operations of Cardinal and Superior following the Merger but prior to the PMI Acquisition and (c) the results of the combined operations of Cardinal, Superior and PMI following the PMI Acquisition; (B) the financial statements of Superior prior to the Merger; and (C) the financial statements of PMI prior to the PMI Acquisition. The pro forma adjustments that have been made to reflect the assumption that the Merger and PMI Acquisition occurred on January 1, 1999 are described in the accompanying notes and are based upon estimates and certain assumptions that management of the companies believes reasonable under the circumstances. The unaudited pro forma condensed financial information is for comparative purposes only and does not purport to be indicative of the results which would actually have been obtained had the Merger and the PMI Acquisition been effected on January 1, 1999, or of the results which may be obtained in the future. The unaudited pro forma condensed financial information, in the opinion of management, reflects all adjustments necessary to present fairly the data for such period. Superior Energy Services, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations For the year ended December 31, 1999 (in thousands, except per share amounts)
PRE- HISTORICAL PRE-MERGER ACQUISITION SUPERIOR SUPERIOR PMI (NOTE) ADJUSTMENTS PRO FORMA ----------------------------------------------------------------------------- Revenues $ 113,076 $ 34,035 $ 44,323 A $ (122) $ 191,312 ------------------------------------- --------- Costs and expenses: Costs of services 67,364 13,579 39,480 A (122) 120,301 Depreciation and amortization 12,625 4,135 1,058 B 766 18,584 General and administrative 23,071 13,146 2,941 39,158 ------------------------------------- --------- Total costs and expenses 103,060 30,860 43,479 178,043 ------------------------------------- --------- Income from operations 10,016 3,175 844 13,269 Other income (expense): Interest expense (12,969) (691) (624) C 1,528 (12,756) Interest income 308 308 Other - - - - ------------------------------------- --------- Income before income tax (2,645) 2,484 220 821 Provision for income taxes (611) 399 49 D 475 312 ------------------------------------- --------- Income (loss) before extraordinary losses $ (2,034) $ 2,085 $ 171 $ 509 ===================================== ========= Net income (loss) per common share and common share equivalent $ (0.11) $ 0.01 ========= ========= Basic Weighted average shares outstanding 31,131 59,730 ========= ========= Net income (loss) per common share and common share equivalent $ (0.11) $ 0.01 ========= ========= Diluted Weighted average shares outstanding 31,131 59,987 ========= =========
(A) The record the elimination of intercompany transactions. (B) In the Merger, Superior exchanged approximately 30 million shares of Superior common stock for 100% of the outstanding stock of Cardinal. The valuation of Superior's net assets were based upon the approximate 28.8 million shares of Superior Common Stock outstanding prior to the merger times the trading price of $3.78 at the time of negotiation of the Merger, plus additional capitalized costs of approximately $3 million related to the Cardinal merger costs for professional fees net of $2 million in Superior merger costs. Superior's historical book basis for its property and equipment was considered to be its fair market value. This valuation reflects excess purchase price of $31.6 million, over the fair value of net assets, which has been recorded as goodwill. In the PMI Acquisition, Superior acquired PMI for aggregate consideration of $3 million in cash and 610,000 shares of Superior's common stock at the trading price of $5.66 at the time of negotiation of the Merger. The purchase price allocated to net assets was $3.5 million, and the excess purchase price of approximately $3 million, over the fair value of net assets, was recorded as goodwill. This adjustment reflects the increase in amortization as a result of goodwill, described above, amortized over 30 years and non compete agreements of approximately $1 million entered into as a result of the Merger amortized over 4 years as follows: Additional goodwill amortization from the Merger $ 565 Additional goodwill amortization from the PMI Acquisition 80 Amortization of non-competes 121 ----- $ 766 (C) To record the net decrease in interest expense resulting from a $55 million equity contribution to Cardinal, used to pay down debt, net with $10 million in additional debt incurred for the acquisition of PMI The reduction in interest expense due to the equity contribution uses Cardinal's borrowing rate of 8.12% and the offsetting increase due to the debt incurred for the acquisition of PMI, uses Superior's borrowing rate of 9.12%. (D) To adjust the provision for income taxes to give effect to the Merger and PMI Acquisition adjustments, exclusive of the amortization adjustment. 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. SUPERIOR ENERGY SERVICES, INC. By: /S/ ROBERT S. TAYLOR Robert S. Taylor Chief Financial Officer Dated: April 20, 2000 -----END PRIVACY-ENHANCED MESSAGE-----