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.
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
