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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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                         WELLTECH, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1995


(1)  General

         The  accompanying   unaudited   consolidated  financial  statements  of
WellTech,  Inc.  and  subsidiaries  ("WellTech")  or the  ("Company")  have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and note disclosures
normally  included in annual  financial  statements  prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to  those  rules  and  regulations,  although  the  Company  believes  that  the
disclosures made are adequate to make the information  presented not misleading.
These unaudited  consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included herein for
the year ended December 31, 1994.

         In  Management's  opinion,  the  accompanying   unaudited  consolidated
financial  statements  contain all adjustments  (including all normal  recurring
accruals)  necessary to present fairly the financial  position of the Company at
September 30, 1995 and the results of its  operations and cashflows for the nine
months  ended  September  30,  1994 and  1995.  These  interim  results  are not
necessarily indicative of results for a full year.

(2)  Financing

         On  August  31,  1995,  WellTech  entered  into a loan  agreement  with
Rockport Resources Corporation  ("Rockport Agreement") whereby WellTech borrowed
$1.8 million,  secured by two drilling rigs.  Shawmut released its lien on these
rigs in exchange for a principal  payment of $325,000 on the term loan. The $1.8
million loan is for a term of one year and bears interest at the rate of 15% per
annum payable monthly.  The principal is payable after one year or upon the sale
of the rigs,  which ever occurs first. It is WellTech's  intention to sell these
rigs and retire this debt as quickly as  possible;  consequently,  the  Rockport
Agreement  also provides for the payment of  additional  amounts each 90 days to
retain this right.


         These payments are required as follows:

                  At closing                                     $ 42,850
                  November 30, 1995                                21,425
                  February 28, 1996                                42,850
                  May 31, 1996                                     64,275
                                                               ----------

                                                                 $171,400
                                                               ==========

                                      F-60