-----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, PMKvjh7T9YnyER73nIM6du24JIsjoD26skEIu6S9H9QsJYqEeswn5Amjfp/J0Zs0 zqzS6szFm5EP1TLnxAhWdw== 0000906280-97-000127.txt : 19970814 0000906280-97-000127.hdr.sgml : 19970814 ACCESSION NUMBER: 0000906280-97-000127 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970613 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970813 SROS: NASD 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: 752379388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20310 FILM NUMBER: 97657685 BUSINESS ADDRESS: STREET 1: 1503 ENGINEERS ROAD CITY: BELLE CHASSE STATE: LA ZIP: 70037 BUSINESS PHONE: 5043937774 MAIL ADDRESS: STREET 1: PO BOX 6220 CITY: NEW ORLEANS STATE: LA ZIP: 70174 FORMER COMPANY: FORMER CONFORMED NAME: SMALLS OILFIELD SERVICES CORP DATE OF NAME CHANGE: 19930328 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 13, 1997 SUPERIOR ENERGY SERVICES, INC. (Exact name of Registrant as specified in its charter) DELAWARE 0-20310 75-2379388 (State or other (Commission File Number) (IRS Employer identification Identification) incorporation or organization) 1503 ENGINEERS ROAD, BELLE CHASSE, LOUISIANA 70037 (Address of principal executive offices, Zip Code) Registrant's telephone number, including area code: (504) 393-7774 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K dated June 13, 1997, as set forth in the page(s) attached hereto: Item 7. Financial Statements and Exhibits (a) Financial statements of business acquired. The financial statements of the business acquired filed as part of this report are listed in the Financial Information Table of Contents appearing on page 3 hereof. (b) Pro forma 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 12 hereof. (c) Exhibits. 23.1 Consent of KPMG Peat Marwick LLP 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: June 13, 1997 By: /s/ Terence E. Hall ------------------------- Terence E. Hall Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) Date: June 13, 1997 By: /s/ Robert S. Taylor --------------------------- Robert S. Taylor Chief Financial Officer (Principal Financial and Accounting Officer) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Tong Rentals & Supply Co., Inc. - -------------------------------- Independent Auditors' Report 3 Balance Sheet at December 31, 1996 4 Statement of Operations and Retained Earnings for the year ended December 31, 1996 5 Statement of Cash Flows for the year ended December 31, 1996 6 Notes to Financial Statements 7 Balance Sheet at March 31, 1997 (unaudited) 11 Statements of Operations and Retained Earnings for the three months ended March 31, 1997 and 1996 (unaudited) 12 Statements of Cash Flows for the three months ended March 31, 1997 and 1996 (unaudited) 13 Notes to Unaudited Financial Statements 14 Pro Forma Consolidated Financial Statements ------------------------------------------- Unaudited Pro Forma Condensed Balance Sheet as of March 31, 1997 15 Unaudited Pro Forma Condensed Statement of Earnings for the three months ended March 31, 1997 17 Unaudited Pro Forma Condensed Statement of Earnings for the year ended December 31, 1996 18 Notes to Unaudited Pro Forma Condensed Financial Information 19 Independent Auditors' Report ---------------------------- The Board of Directors Tong Rentals & Supply Co., Inc. We have audited the accompanying balance sheet of Tong Rentals & Supply Co., Inc. as of December 31, 1996, 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 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 Tong Rentals & Supply Co., Inc. as of December 31, 1996, 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 July 18, 1997 TONG RENTALS & SUPPLY CO., INC. BALANCE SHEET DECEMBER 31, 1996 ASSETS Current Assets: Cash $ 802,673 Accounts receivable - net of allowance for doubtful accounts of $100,000 1,215,047 Other 59,284 ------------- Total current assets 2,077,004 Property and equipment - net 2,191,655 ------------- $4,268,659 ============= LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Notes payable - current $ 90,563 Accounts payable and accrued expenses 329,349 Income taxes payable 282,549 ------------- Total current liabilities 702,461 Notes payable 72,741 Due to shareholder 229,372 Deferred income taxes 196,389 Stockholder's equity: Common stock no par value, authorized shares; 10,000 issued - shares 7,215 19,115 Treasury stock (10,800) Retained earnings 3,059,381 ------------- Total stockholder's equity 3,067,696 ------------- $4,268,659 ============= TONG RENTALS & SUPPLY CO., INC. STATEMENT OF OPERATIONS AND RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1996 Revenues $5,061,286 ------------- Expenses: Cost of services 1,268,730 General and administrative 2,390,513 Depreciation 274,169 ------------- Income before income taxes 1,127,876 Provision for income taxes 428,089 ------------- Net income 699,787 Retained earnings at beginning of year 2,359,594 ------------- Retained earnings at end of year $3,059,381 ============= TONG RENTALS & SUPPLY CO., INC. STATEMENT OF CASH FLOWS DECEMBER 31, 1996 Cash flows from operating activities Net income $ 699,787 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 274,169 Deferred income taxes 28,037 Allowance for doubtful accounts 35,000 Net change in operating assets and liabilities: Accounts receivable (322,698) Other current assets 11,478 Accounts payable 22,999 Income taxes payable 132,094 Other 52,074 ------------ Net cash provided by operating activities 932,940 Cash flows used in investing activities: Purchases of property and equipment (526,897) ------------ Cash flows used in financing activities: Notes payable (99,093) Due to shareholder (33,926) ------------ Net cash used in financing activities (133,019) Net increase in cash 273,024 Cash at beginning of year 529,649 ------------ Cash at end of year $ 802,673 ============ Supplemental disclosure: Cash paid during the year for interest $ 38,195 ============ Cash paid during the year for income taxes $ 267,958 ============ TONG RENTALS & SUPPLY CO., INC. Notes to Financial Statements December 31, 1996 (1) Organization and Summary of Significant Accounting Policies (a) Organization Tong Rentals & Supply Co., rents specialized equipment used in oil and gas well drilling, work-over, completion and production activities. (b) Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect 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 ----------- ------------ Buildings and improvements 30 years 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 provides for income taxes in accordance with Statement of Financial Accounting Standards (FAS) No. 109, Accounting for Income Taxes. FAS No. 109 requires an asset and liability approach for financial accounting and reporting for income taxes. Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. (e) Revenue Recognition The Company recognizes revenues as services are provided. TONG RENTALS & SUPPLY CO., INC. Notes to 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. 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. No customer accounted for 10% or more of operating revenue for the year ended December 31, 1996. (3) Property and Equipment A summary of property and equipment at December 31, 1996 follows: Buildings and improvements $ 258,182 Automobiles, trucks, trailers 552,203 Furniture and equipment 63,043 Machinery and equipment 3,204,310 Land 79,207 Construction in progress 103,589 ---------------- 4,260,534 Less accumulated depreciation (2,068,879) ---------------- Property and equipment - net $ 2,191,655 ================ TONG RENTALS & SUPPLY CO., INC. Notes to Financial Statements (4) Notes Payable The Company's notes payable as of December 31, 1996 consists of the following: Note payable in the original amount of $189,000 due October, 1998, annual interest rate of prime plus 1/2 percent (8.25% at December 31, 1996) $ 116,186 Note payable in the original amount of $120,000 due September, 1998, annual interest of 7.5% 47,118 ----------------- 163,304 Less current portion 90,563 ----------------- Long-term debt $ 72,741 ================= Maturities of long-term debt for the five years ended December 31, 2001 are as follows: $90,563, $72,741, none, none and none, respectively. (5) 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 its financial position or results of operations. (6) Income Taxes The components of income tax expense for the year ended December 31, 1996 are as follows: Current - Federal $ 400,052 Deferred - Federal 28,037 ----------- $ 428,089 =========== TONG RENTALS & SUPPLY CO., INC. Notes to Financial Statements (6) Income Taxes (continued) The significant components of deferred tax liabilities at December 31, 1996 are as follows: Deferred tax liabilities: Allowance for doubtful accounts $ (34,000) Property and equipment (162,389) -------------- $(196,389) ============== A reconciliation between the statutory federal income tax rate and the Company's effective tax rate on pre-tax income for the year ended December 31, 1996 is as follows: Federal income tax rate 34.0% Entertainment expense 2.1 Other 1.9 ------------- Effective income tax rate 38.0% ============= (7) Subsequent Event On May 31, 1997, the Company was merged with Superior Energy Services, Inc. and the former shareholder of the Company received cash of $5,500,000 and 1,100,000 shares of Superior Energy Services, Inc.'s common stock. TONG RENTALS & SUPPLY CO., INC. Balance Sheet (Unaudited) March 31, 1997 Assets Current assets: Cash $ 940,324 Accounts receivable - net 1,259,289 Other 32,592 Total current assets 2,232,205 Property and equipment - net 2,339,823 $4,572,028 ============== Liabilities and Stockholders' Equity - ------------------------------------ Current liabilities: Accounts payable and accrued expenses $ 257,907 Income taxes payable 407,218 Current portion of notes payable 90,563 Total current liabilities 755,688 Notes payable 44,364 Due to shareholder 263,138 Deferred income taxes 201,185 Stockholders' equity: Common stock no par value authorized- 10,000 shares; issued - 7,215 shares 19,115 Treasury stock (10,800) Retained earnings 3,299,338 Total stockholders' equity 3,307,653 $4,572,028 - --------------------------------------------------------------=============== See accompanying note to financial statements TONG RENTALS & SUPPLY CO., INC. Statements of Operations and Retained Earnings (Unaudited) Three Months Ended March 31, 1997 and 1996 1996 1997 ----- ---- Revenues $ 1,522,566 $ 1,027,640 ------------- ---------- Expenses: Cost of services 531,740 289,462 Selling, general and 544,247 510,994 administrative Depreciation 77,157 68,542 ------------- ---------- Income before income taxes 369,422 158,642 Provision for income taxes 129,465 49,353 ------------- ---------- Net income 239,957 109,289 Retained earnings at beginning of period 3,059,381 2,359,594 ------------- ----------- Retained earnings at end of period $ 3,299,338 $ 2,468,883 ================ =============== See accompanying note to financial statements TONG RENTALS & SUPPLY CO., INC. Statements of Cash Flows (Unaudited) Three Months Ended March 31, 1997 and 1996 1997 1996 Cash flows from operating activities: Net income $ 239,957 $ 109,289 Adjustments to reconcile net income to net Cash provided by operating activities: Depreciation 77,157 68,542 Deferred income tax 4,796 5,720 Due to shareholder 33,766 3,582 Changes in operating assets and liabilities: Accounts receivable (44,242) 92,827 Other current 151,361 85,055 assets and liabilities net Accounts payable and (71,442) (91,601) accrued expenses --------------- --------------- Net cash used by operating 391,353 250,542 activities Cash flows from investing activities: Payments for purchases of property and equipment (171,171) (66,085) Other (54,154) (22,872) ---------------- -------------- Net cash used in investing (225,325) (88,957) activities Cash flows from (used in) financing activities: Notes payable (28,377) 27,887 ---------------- -------------- Net increase in cash 137,651 212,344 Cash at beginning of period 802,673 529,649 ---------------- -------------- Cash at end of period $ 940,324 $741,993 ================= ============== See accompanying notes to financial statements TONG RENTALS & SUPPLY CO., INC. Note to Financial Statements (Unaudited) March 31, 1997 and 1996 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 Tong Rentals & Supply Co., 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 Tong Rentals & Supply Co., Inc. historical financial statements for the year ended December 31, 1996 included elsewhere herein. The unaudited financial information for the three months March 31, 1997 and 1996 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 three months are not necessarily indicative of the results of operations which might be expected for the entire year. b) Pro Forma Financial Information: The following unaudited pro forma condensed financial information is derived from the historical financial statements of Superior Energy Services, Inc. (Superior), Baytron, Inc. (Baytron), Dimensional Oilfield Services, Inc.(Dimensional), Nautilus Pipe and Rental Tools, Inc. (Nautilus), F & F Wireline Service, Inc. (F&F) and Tong Rentals & Supply Co., Inc. (Tong). Adjustments have been made to reflect the financial impact of purchase accounting had the acquisitions taken place on January 1, 1996 with respect to operating data and March 31, 1997 with respect to balance sheet data. The acquisitions of Baytron, Inc., Dimensional and Nautilus have been previously reported. 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 the operations had the acquisitions been effected on the assumed date. As part of the acquisition of Nautilus, the Company also acquired Superior Bearing & Machine Works, Inc. The financial information for Superior Bearing & Machine Works, Inc. is considered immaterial and is not reflected in the pro forma information. SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES Balance Sheets March 31, 1997 (in thousands) (unaudited)
Historical Historical Historical Superior F&F Wireline Tong Rental Adjustments Pro Forma ---------- ------------- ----------- ------------ --------- Assets Cash $ 726 $ 395 $ 940 $ - $ 2,061 Accounts Receivable 9,120 234 1,259 - 10,613 Inventories 1,223 - - - 1,223 Deferred Tax Asset 137 - - - 137 Other 436 7 33 - 476 ---------- ------------- ----------- ------------ --------- Total Current Assets 11,642 636 2,232 14,510 (A) 2,441 Property, Plant & Equipment - Net 15,391 205 2,340 (D) 768 21,145 Goodwill 10,738 - - (D) 289 17,133 (A) 6,106 Other Assets 1,101 250 1,351 ---------- ------------- ----------- ------------ --------- Total Assets $ 38,872 $ 1,091 $ 4,572 $ 9,604 $ 54,139 ========== ============= =========== ============ ========= SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES Balance Sheets March 31, 1997 (in thousands) (unaudited)
Historical Historical Historical Superior F&F Wireline Tong Rental Adjustments ProForma ---------- ------------ ----------- ----------- -------- Liabilities & Stockholders' Equity Current liabilities: Notes Payable $ 1,425 $ 45 $ 91 $ - $ 1,561 Trade Accounts Payable 2,342 38 259 - 2,639 Due to Shareholder 903 802 263 - 1,968 Unearned Income 519 - - - 519 Accrued Expenses 1,159 - - - 1,159 Income Taxes Payable 1,243 2 407 - 1,652 Other 200 - - - 200 ----------- ------------ ----------- ----------- ---------- Total Current 7,791 887 1,020 9,698 Liabilities Notes Payable 4,975 92 44 (D) (900) 11,511 (A)(5,500) Deferred Taxes 2,349 - 201 (D) (269) 3,673 (A) (854) Stockholders' Equity: Common Stock 19 10 8 (D) 10 20 (A) 8 (A) ( 1) Additional Paid-in Capital 21,437 (943) - (A)(5,499) 26,936 (D) (943) Retained Earnings 2,301 1,045 3,299 (D) 1,045 2,301 (A) 3,299 ----------- ------------ ----------- ----------- ---------- Total Stockholders'Equity 23,757 112 3,307 (2,081) 29,257 ----------- ------------ ----------- ----------- ---------- Total Liabilities and Stockholders' Equity $ 38,872 $ 1,091 $ 4,572 $ (9,604) $54,139 =========== ============ =========== =========== ==========
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Statement of Earnings For the Three Months Ended March 31, 1997 (in thousands) (unaudited)
Historical Historical Historical Historical Superior Nautilus F&F Wireline Tong Rental Adjustments ProForma ----------- ---------- ------------ ----------- ----------- -------- Revenues $ 9,180 $ 575 $ 336 $ 1,523 $ - $ 11,614 ----------- --------- ----------- ---------- ---------- -------- Costs and expenses: Costs of services 4,298 264 137 532 5,231 Depreciation and 491 109 5 77 (H) 22 763 amortization (G)(18) (E) 14 (B)(21) (F) 5 (C) 79 General and administrative 2,034 209 48 545 - 2,836 ----------- ---------- ------------ ----------- ----------- -------- Total costs and expenses 6,823 582 190 1,154 81 8,830 ----------- ---------- ------------ ----------- ----------- -------- Income from operations 2,357 (7) 146 369 (81) 2,784 Other income (expense): Interest expense (85) (27) (2) - - (114) ----------- ---------- ------------ ----------- ----------- -------- Income before income tax 2,272 (34) 144 369 (81) 2,670 ----------- ---------- ------------ ----------- ----------- -------- Provision for income taxes 750 - - 129 (I) (12) 867 ----------- ---------- ------------ ----------- ----------- -------- Net income $ 1,522 $ (34) $ 144 $ 240 $ (69) $1,803 =========== ========== ============ =========== =========== ======== Net income per common Share and common share Equivalent $ 0.08 $0.08 =========== ======== Weighted average shares Outstanding 20,322 21,699 =========== ========
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Statement of Earnings For the year ended December 31, 1996 (in thousands)
Historical Historical Historical Superior Superior Baytron Dimensional Adjustments Pre Acquisition Nautilus ------------------------------------------------------------------------------ Revenues $ 23,638 $ 1,277 $ 4,053 $ - $ 28,968 $ 4,424 ---------- ---------- --------- ----------- --------- -------- Costs and expenses: Costs of services 11,040 367 2,982 - 14,389 1,401 Depreciation and 1,323 40 26 (L) 38 1,577 556 amortization (M) 94 (J) 18 (K) 38 General and administrative 5,737 773 584 - 7,094 1,560 ---------- ---------- --------- ----------- --------- -------- Total costs and expenses 18,100 1,180 3,592 188 23,060 3,517 ---------- ---------- --------- ----------- --------- -------- Income from operations 5,538 97 461 (188) 5,908 907 Other income (expense): Interest expense (127) (8) (45) - (180) (125) Other 206 (16) - - 190 - ---------- ---------- --------- ----------- --------- -------- Income before income tax 5,617 73 416 (188) 5,918 782 Provision for income taxes 1,685 - - (N) 20 1,665 301 ---------- ---------- --------- ----------- --------- -------- Net income $ 3,932 $ 73 $ 416 $ (168) $4,253 $ 481 ========== ========== ========= ============= ========== ======== Net income per common share and common share equivalent $ 0.22 $ 0.23 ========== ========== Weighted average shares outstanding 17,616 18,644 ========== ==========
F&F Wireline Tong Rental Adjustments ProForma -------------------------------------------------- Revenues $ 1,269 $ 5,061 $ - $ 39,722 Costs and expenses: -------- -------- ----------- -------- Costs of services 674 1,269 17,733 Depreciation and 32 274 (H) 131 2,766 amortization (G)(110) (E) 54 (B) (85) (F) 20 (C) 317 General and administrative 372 2,391 - 11,417 -------- -------- ----------- -------- Total costs and expenses 1,078 3,934 327 31,916 -------- -------- ----------- -------- Income from operations 191 1,127 (327) 7,806 Other income (expense): Interest expense (35) - - (340) Other - - - 190 -------- -------- ----------- -------- Income before income tax 156 1,127 (327) 7,656 Provision for income taxes 65 428 (I) 49 2,410 -------- -------- ----------- -------- Net income $ 91 $ 699 $ (278) $ 5,246 ======== ======== =========== ======== Net income per common share and common share equivalent $ 0.26 ========= Weighted average shares outstanding 20,164 ======== NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION A. To reflect the purchase price adjustments related to the acquisition of Tong Rentals & Supply Co., Inc. The purchase price is the sum of $5,500,000 cash, and 1,100,000 shares of common stock at the current approximate market price of $5.00 at the date of purchase. The property and equipment were valued at their approximate fair value of $4,781,000. Deferred taxes have been provided for the difference between the book and tax basis of the property, plant and equipment acquired. The excess purchase price over the fair value of net assets of Tong at May 31, 1997 of approximately $6,106,000 was allocated to goodwill amortized over 20 years. B. To reflect the adjustment to depreciation associated with the application of purchase accounting to Tong. C. To reflect the amortization of goodwill associated with Tong. D. To reflect the purchase price adjustments related to the acquisition of F & F Wireline Services, Inc. The purchase price is the sum of $900,000 cash and a promissory note of $600,000. Amounts to be paid under the promissory note is subject to certain minimum earnings requirements and is not reflected in the purchase price which approximates $900,000. The property and equipment were valued at their approximate fair value of $973,000. Deferred taxes have been provided for the difference between the book and tax basis of the property, plant and equipment acquired. The excess purchase price over the fair value of net assets of F & F at April 30, 1997 of approximately $289,000 was allocated to goodwill to be amortized over 20 years. E. To reflect the adjustment to depreciation associated with the application of purchase accounting to F & F. F. To reflect the amortization of goodwill associated with F & F. G. To reflect the adjustment to depreciation associated with the application of purchase accounting to Nautilus. H. To reflect the amortization of goodwill associated with Nautilus. I. To adjust the provision for income tax for Tong, F & F and Concentric. J. To reflect the additional depreciation associated with the application of purchase accounting to Baytron fixed assets. K. To reflect the additional depreciation associated with the application of purchase accounting to Dimensional's fixed assets. L. To reflect the amortization of goodwill associated with Baytron. M. To reflect the amortization of goodwill associated with Dimensional. N. To adjust the provision for income tax associated with Baytron and Dimensional. EX-23 2 EXHIBIT 23.1 The Board of Directors Superior Energy Services, Inc.: We consent to the inclusion of our report herein dated July 18, 1997, with respect to the balance sheet of Tong Rentals & Supply Co., Inc. as of December 31, 1996 and the related statements of operations and retained earnings and cash flows for the year then ended. /s/ KMPG PEAT MARWICK LLP KPMG PEAT MARWICK LLP New Orleans, Louisiana August 8, 1997 -----END PRIVACY-ENHANCED MESSAGE-----