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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of WellTech, Inc.:

We have audited the accompanying  consolidated balance sheets of WellTech,  Inc.
(a Delaware Corporation) and subsidiaries (WellTech) as of December 31, 1994 and
1993,  and the related  consolidated  statements  of  operations,  stockholders'
equity and cash flows for the three years in the period ended December 31, 1994.
These  consolidated  financial  statements are the  responsibility of WellTech's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  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 audits provide a reasonable basis for our opinion.

As further discussed in Note 12 to the consolidated financial statements, during
1995 WellTech was not in compliance with certain of the restrictive covenants of
its loan agreement and received a waiver for such events on  non-compliance.  On
January 19, 1996,  WellTech  entered into a  three-year  term loan  agreement to
refinance  such  indebtedness.  The new  loan  agreement  does not  contain  any
restrictive  covenants  until  WellTech's  merger  with Key Energy  Group,  Inc.
("Key") is completed,  at which time the new indebtedness will be the obligation
of Key, as survivor of the merger. However,  failure to consummate the merger by
April 30,  1996  could  constitute  an event of  default  if  WellTech  fails to
refinance the new  indebtedness by July 31, 1996, or if Key fails to continue to
operate  WellTech  pursuant  to the  Interim  Operations  Agreement  until  such
refinancing is completed. If and when such refinancing becomes necessary,  there
can be no  assurances  that it will be  available  upon  terms  satisfactory  to
WellTech.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of WellTech, Inc. and subsidiaries
as of December 31, 1994 and 1993, and the results of their  operations and their
cash flows for each of the three years in the period ended  December 31, 1994 in
conformity with generally accepted accounting principles.


                                                     ARTHUR ANDERSEN LLP

Houston, Texas
August   31, 1995 (except  with respect to the matters  discussed in Note 12, as

         to which the date is January 19, 1996)

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