<PAGE>
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 nonrecurring 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.
25
