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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         An analysis of the  multiples of market stock price to TTM earnings per
share and cash flow per share yielded  averages for the Comparable  Companies of
15.9x and 5.7x, respectively. This compared to 10.2x TTM cash flow per share for
WellTech  at the  Implied  Consideration  (5.9x  for  WellTech  at  the  Implied
Consideration including 50% of cost savings estimated by Key and WellTech).  TTM
earnings per share multiples  related to the acquisition  were not calculated as
WellTech  generated negative earnings for the most recent available twelve month
period.  An analysis of the  multiples of Adjusted  Market Value to TTM revenues
yielded an average of 0.8x for the  Comparable  Companies,  compared to 0.6x for
WellTech at the Impled  Consideration.  An analysis of the multiples of Adjusted
Market  Value  to TTM  EBDIT  yielded  an  average  of 6.4x  for the  Comparable
Companies,  compared to 9.9x for WellTech at the Implied Consideration (6.2x for
WellTech at the Implied Consideration including 50% of cost savings estimated by
Key and  WellTech).  An analysis of the  multiples  of Adjusted  Market Value to
Adjusted  Book Value  yielded an average of 1.3x for the  Comparable  Companies,
compared to 0.9x for WellTech at the Implied Consideration.
    

         Analysis of Selected Comparable Transactions.  Simmons reviewed several
transactions  involving the acquisition of oil service and equipment  companies.
Simmons calculated  multiples of acquisition price, or transaction value, to the
revenues  and EBDIT  generated  in the 12  months  prior to  acquisition.  These
calculations  yielded  a range of  acquisition  price to EBDIT of 4.7x to 31.5x,
with an  average  excluding  the  high and low  value  of  6.2x,  and a range of
acquisition price to revenues of 0.4x to 1.6x with an average excluding the high
and low value of 1.0x. The average transaction EBDIT multiple of 6.2x (excluding
the high and low value)  compared to a 9.9x multiple for WellTech at the Implied
Consideration (6.2x for WellTech at the Implied  Consideration  including 50% of
cost savings estimated by Key and WellTech), and the average transaction revenue
multiple 1.0x (excluding the high and low value) compares to a 0.6x multiple for
WellTech at the Implied Consideration.

         Relative   Contribution   Analysis.   Simmons   analyzed  the  relative
contributions of Key and WellTech to, among other things, the combined pro forma
historical  revenues,  EBDIT, net income,  cash flow,  total assets,  total book
capitalization  and book  equity  value.  Simmons  also  analyzed  the  relative
contributions  of Key and  WellTech to total  market  capitalization  and market
equity value based on the Implied  Consideration.  The analysis  assumes certain
pro forma adjustments for recent acquisitions and non-recurring or extraordinary
items in the historical financial  statements of Key and WellTech,  and, in some
cases, a certain level of cost savings  estimated by Key and WellTech.  Based on
the  most  recent   available  data  for  the  companies,   Simmons   calculated
contributions  by WellTech of  approximately  53% of combined  revenues,  34% of
combined  EBDIT,  28% of combined cash flow,  5% of combined net income,  53% of
combined  total assets,  49% of combined  total book  capitalization  and 51% of
combined book equity value.

         Based  on the  Implied  Consideration,  Simmons  calculated  pro  forma
contributions  by  WellTech  of  approximately  40%  of  combined  total  market
capitalization and 35% of combined market equity value.

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