##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form
    10-K/A
 (Amendment No. 1)
 (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    December 31, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934.   Commission File
    No. 000-51435
  SUPERIOR WELL SERVICES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

20-2535684(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   1380 Rt. 286 East, Suite #121
 Indiana, Pennsylvania 15701
 (Address of principal executive
    offices)
 (Zip Code)
  (Registrants telephone number, including area code)
    (724) 465-8904
  SECURITIES
    REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
  Common Stock, $.01 par
    value(Title of
    class)

The NASDAQ Stock Market LLC(Exchange)   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
  None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K form 10-K. þ
  Rule 12b-2
  o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
       SUPERIOR WELL SERVICES, INC.ANNUAL REPORT ON FORM 10-K/A(AMENDMENT NO. 1)EXPLANATORY NOTE




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##### 



SUPERIOR
    WELL SERVICES, INC.
    ANNUAL REPORT ON
    FORM 10-K/A
    TABLE OF CONTENTS
  PART IIItem 6.

Selected Financial Data


3Item 7.

Managements
Discussion and Analysis of Financial Condition and Results of
Operations



5Item 8.

Financial
    Statements and Supplementary Data


20PART IVItem 15.

Exhibits and
    Financial Statement Schedules


38EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Year Ended December 31,2005


20062002


2003


2004


(Superior Well


(Superior Well(Partnerships)


(Partnerships)


(Partnerships)


Services, Inc.)


Services, Inc.)(In thousands, except income per share information)Statements of Income
    Data:Revenue

$
34,246


$
51,462


$
76,041


$
131,733


$
244,626Cost of revenue


24,135



35,581



54,447



90,258



165,877Gross profit


10,111



15,881



21,594



41,475



78,749Selling, general and
    administrative expenses


4,723



7,609



11,339



17,809



25,716Operating income


5,388



8,272



10,255



23,666



53,033Interest expense


35



78



310



566



478Other (expense) income


(7
)


20



(148
)


193



159Income tax expense














13,826



20,791Net income

$
5,346


$
8,214


$
9,797


$
9,467


$
31,923Pro Forma income tax expense
    (unaudited)(1)


(2,288
)


(3,528
)


(4,249
)






Net income adjusted for pro forma
    income tax expense (unaudited)

$
3,058


$
4,686


$
5,548







Net income per common share(2)Basic

$
0.16


$
0.24


$
0.29


$
0.49


$
1.63Diluted

$
0.16


$
0.24


$
0.29


$
0.49


$
1.63Average Shares OutstandingBasic


19,376,667



19,376,667



19,376,667



19,317,436



19,568,749Diluted


19,376,667



19,376,667



19,376,667



19,317,436



19,568,749Statements of Cash Flow
    Data:Net cash provided by operations

$
9,151


$
6,692


$
12,790


$
16,742


$
35,949Net cash used in investing


(10,288
)


(10,765
)


(19,290
)


(40,091
)


(78,902
)Net cash provided by financing






4,827



6,751



32,570



88,940Capital expenditures


9,813



9,150



19,409



40,790



77,424Acquisitions, net of cash acquired






2,125











9,150Depreciation and amortization


2,467



3,465



5,057



8,698



14,453Balance Sheet Data (at period
    end):Cash and cash equivalents

$
538


$
1,293


$
1,544


$
10,765


$
56,752Property, plant and equipment, net


19,437



26,036



40,594



72,691



141,424Total assets


26,379



37,225



56,682



113,091



259,034Long-term debt


34



80



11,093



1,258



1,597Partners capital


18,837



30,112



33,819







Stockholders Equity














91,393



213,904Other Financial Data:EBITDA(3)

$
7,848


$
11,757


$
15,164


$
32,557


$
67,645  3




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##### Table of Contents



(1)
    
    Prior to our initial public offering in August 2005, we were not
    subject to federal or state income taxes due to our partnership
    structure. Pro forma income tax expense (unaudited) has been
    computed at statutory rates to reflect the pro forma effect on
    net income for periods prior to our holding company
    restructuring in August 2005.(2)
    
    Share and per share data have been retroactively restated to
    reflect our holding company restructuring in connection with our
    initial public offering in August 2005. For the calculations of
    earnings per share for the years ended December 31, 2002
    through 2004, all shares are assumed to have been issued at the
    beginning of the period resulting in 19,376,667 average shares
    outstanding.(3)
    
    We define EBITDA as earnings (net income) before interest
    expense, income tax expense and depreciation and amortization
    This term, as we define it, may not be comparable to similarly
    titled measures employed by other companies and is not a measure
    of performance calculated in accordance with GAAP. EBITDA should
    not be considered in isolation or as a substitute for operating
    income, net income, cash flows provided by operating, investing
    and financing activities or other income or cash flow statement
    data prepared in accordance with GAAP. Our management uses
    EBITDA:  
    as a measure of operating performance because it assists us in
    comparing our performance on a consistent basis, since it
    removes the impact of our capital structure and asset base from
    our operating results;
    as a measure for planning and forecasting overall expectations
    and for evaluating actual results against such expectations;
    to assess compliance with financial ratios and covenants
    included in credit facilities;
    in communications with lenders concerning our financial
    performance; and
    to evaluate the viability of potential acquisitions and overall
    rates of return.    Year Ended December 31,2005


20062002


2003


2004


(Superior Well


(Superior Well(Partnerships)


(Partnerships)


(Partnerships)


Services, Inc.)


Services, Inc.)(In thousands)Reconciliation of EBITDA to
    Net Income:Net income

$
5,346


$
8,214


$
9,797


$
9,467


$
31,923Income tax expense














13,826



20,791Interest expense


35



78



310



566



478Depreciation and amortization


2,467



3,465



5,057



8,698



14,453EBITDA

$
7,848


$
11,757


$
15,164


$
32,557


$
67,645  4




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis should be read in
    conjunction with the consolidated financial statements and notes
    thereto included elsewhere in this report. This discussion
    contains forward-looking statements that reflect
    managements current views with respect to future events
    and financial performance. Our actual results may differ
    materially form those anticipated in these forward-looking
    statements or as a result of certain factors such as those set
    forth below under Forward-Looking Statements.
  Overview
      Year Ended December 31,2004


2005


2006(Dollars in thousands)Revenue:Technical pumping services

$
68,160



89.6
%

$
119,210



90.5
%

$
219,624



89.8
%Down-hole surveying services


7,881



10.4
%


12,523



9.5
%


25,002



10.2
%Total revenue

$
76,041



100.0
%

$
131,733



100.0
%

$
244,626



100.0
%     Technical
    Pumping Services
    Down-Hole
    Surveying Services
   5




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##### Table of Contents



How We
    Generate Our Revenue
    set-up set-up
  How We
    Evaluate Our Operations
    Operating
    Income per Operating Region.
      Material
    and Labor Expenses as a Percentage of Revenue.
   6




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##### Table of Contents



Selling,
    General and Administrative Expenses as a Percentage of
    Revenue.
    EBITDA.
    
    as a measure of operating performance because it assists us in
    comparing our performance on a consistent basis, since it
    removes the impact of our capital structure and asset base from
    our operating results;
    as a measure for planning and forecasting overall expectations
    and for evaluating actual results against such expectations;
    to assess compliance with financial ratios and covenants
    included in credit facilities;
    in communications with lenders concerning our financial
    performance; and
    to evaluate the viability of potential acquisitions and overall
    rates of return.  How We
    Manage Our Operations
    Service
    Crew Performance.
   7




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##### Table of Contents



Equipment
    Maintenance Performance.
    Customer
    Satisfaction.
    Safety
    Performance.
    Our
    Industry
     8




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##### Table of Contents



Our
    Growth Strategy
      2004


2005


2006Percent of





Percent of





Percent ofRegion

Revenue


Revenue


Revenue


Revenue


Revenue


RevenueAppalachian

$
48,433



63.7
%

$
71,695



54.4
%

$
118,943



48.6
%Southeast


21,099



27.8



34,274



26.0



58,491



23.9Southwest


















6,832



2.8Mid-Continent


6,509



8.5



21,073



16.0



43,566



17.8Rocky Mountain










4,691



3.6



16,794



6.9Total

$
76,041



100
%

$
131,733



100
%

$
244,626



100
%       Our
    Results of Operations
   9




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##### Table of Contents



Year Ended December 31,2004


2005


2006(In thousands)Statement of Operations
    DataRevenue:Technical pumping services

$
68,160


$
119,210


$
219,624Down-hole surveying services


7,881



12,523



25,002Total revenue


76,041



131,733



244,626Expenses:Cost of revenue


54,447



90,258



165,877Selling, general and administrative


11,339



17,809



25,716Total expenses


65,786



108,067



191,593Operating income

$
10,255


$
23,666


$
53,033   Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005
  Revenue.
       10




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##### Table of Contents



Cost of
    Revenue.
    Selling,
    General and Administrative Expenses.
    Operating
    Income.
   11




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##### Table of Contents



Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004
  Revenue.
        Cost of
    Revenue.
    Selling,
    General and Administrative Expenses.
   12




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##### Table of Contents



Operating
    Income.
    Items Impacting
    Comparability of Our Financial Results
    Changes
    in Our Legal Structure.
      Public
    Company Expenses.
   13




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##### Table of Contents



Non-cash
    Compensation Expense.
    Liquidity
    and Capital Resources
    Financial
    Condition and Cash Flows
  Financial
    Condition.
    Cash
    flows from operations.
   14




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##### Table of Contents



Cash
    flows used in investing activities.
    Cash
    flows from financing activities.
    Capital
    Requirements
    
    expansion capital expenditures, such as those to acquire
    additional equipment and other assets to grow our
    business; and
    maintenance or upgrade capital expenditures, which are capital
    expenditures made to extend the useful life of partially or
    fully depreciated assets or to upgrade the operational
    capabilities of existing assets.  45-50%
      Less Than








After 5Contractual Cash Obligations

Total


1 Year


1-3 Years


4-5 Years


YearsLong term and short term debt

$
1,979


$
382


$
540


$
243


$
814Operating leases


4,000



1,264



2,020



716



Purchase obligations


64,700



64,700











Total

$
70,679


$
66,346


$
2,560


$
959


$
814  15




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    Description
    of Our Indebtedness
    60-month
      Recent
    Accounting Pronouncements
       16




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##### Table of Contents



Critical
    Accounting Policies
      Revenue
    Recognition
      Property,
    Plant and Equipment
   17




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##### Table of Contents



Impairment
    of Long-Lived Assets
      
    changes in general economic conditions in regions in which our
    services are located;
    the price of natural gas and crude oil;
    our ability to negotiate favorable sales arrangements; and
    our competition from other service providers.    Goodwill
    and Other Intangible Assets
  and/or non-amortizable
  Contingent
    Liabilities
    Insurance
    Expenses
   18




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##### Table of Contents



Stock-Based
    Compensation
    Impact
    of Inflation
    Forward-Looking
    Statements and Risk Factors
  Form 10-K
  Form 10-K:
  
    a decrease in domestic spending by the oil and natural gas
    exploration and production industry;
    a decline in or substantial volatility of natural gas and crude
    oil commodity prices;
    the loss of one or more significant customers;
    the loss of or interruption in operations of one or more key
    suppliers;
    the incurrence of significant costs and liabilities in the
    future resulting from our failure to comply with new or existing
    environmental regulations or an accidental release of hazardous
    substances into the environment; and
    other financial, operational and legal risks and uncertainties
    detailed from time to time in our Securities and Exchange
    Commission filings. 19




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
     Rules 13a-15(f) Internal Control  Integrated
    Framework
    By:

/s/  David
    E. Wallace

By:

/s/  Thomas
    W. StoelkDavid E. Wallace



Thomas W. StoelkChief Executive
    Officer



Chief Financial
    Officer     20




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##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework Internal Control  Integrated Framework
    Schneider
    Downs & Co., Inc.
    21




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##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           Internal Control 
    Integrated Framework
  Schneider
    Downs & Co., Inc.
    22




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##### Table of Contents



SUPERIOR
    WELL SERVICES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2005


2006(Superior Well


(Superior WellServices, Inc.)


Services, Inc.)(In thousands, exceptper share data)Current Assets:Cash and cash equivalents

$
10,765


$
56,752Trade accounts receivable, net of
    allowance of $134 and $772, respectively


23,381



47,325Inventories


3,761



6,951Prepaid expenses and other current
    assets


1,157



908Deferred income taxes


303



507Total current assets


39,367



112,443Property, Plant and Equipment:Land


420



420Building and improvements


1,842



3,323Equipment and vehicles


84,184



149,195Construction in progress


8,760



24,92295,206



177,860Accumulated depreciation


(22,515
)


(36,436
)Total property, plant and
    equipment, net


72,691



141,424Goodwill






2,850Intangible assets, net of
    accumulated amortization of $665 and $1,010, respectively


760



1,416Deferred income taxes






585Other assets


273



316Total assets

$
113,091


$
259,034Current Liabilities:Accounts and construction
    payable-trade

$
7,737


$
21,565Income taxes payable






542Current portion of long-term debt


179



382401(k) plan contribution and
    withholding


911



1,982Advance payments on servicing
    contracts


479



803Accrued wages and health benefits


841



1,462Other accrued liabilities


706



1,664Total current liabilities


10,853



28,400Long-term debt


1,258



1,597Deferred income taxes


9,587



15,133Stockholders Equity:Common stock, voting, par
    $.01 per share, 70,000,000 shares authorized,
    19,376,667 and 23,352,567 shares issued at
    December 31, 2005 and 2006, respectively


194



234Additional paid-in capital


91,944



182,492Retained (deficit) earnings


(745
)


31,178Total stockholders equity


91,393



213,904Total liabilities and stockholders
    equity

$
113,091


$
259,034    23




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##### Table of Contents



SUPERIOR
    WELL SERVICES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF INCOME
  Years Ended December 31,2005


20062004


(Superior Well


(Superior Well(Partnerships)


Services, Inc.)


Services, Inc.)Revenue

$
76,041


$
131,733


$
244,626Cost of revenue


54,447



90,258



165,877Gross profit


21,594



41,475



78,749Selling, general and
    administrative expenses


11,339



17,809



25,716Operating income


10,255



23,666



53,033Interest expense


(310
)


(566
)


(478
)Other (expense) income


(148
)


193



159Income before income taxes


9,797



23,293



52,714Income taxesCurrent






4,542



16,033Deferred






9,284



4,75813,826



20,791Net income

$
9,797


$
9,467


$
31,923Pro forma data (unaudited):Historical income before taxes

$
9,797Pro forma income tax expense


4,249Net income adjusted for pro forma
    income tax expense

$
5,548Earnings per common share:Basic and fully diluted





$
0.49


$
1.63Pro forma basic and fully diluted
    (unaudited)

$
0.29    24




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##### Table of Contents



SUPERIOR
    WELL SERVICES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN CAPITAL AND STOCKHOLDERS
    EQUITY
  Partnerships


Superior Well Services, Inc.Accumulated








AdditionalPartners


Comprehensive


Less: Notes


Common


Paid-in


RetainedCapital


Income (Loss)


Receivable


Stock


Capital


Deficit


Total(In thousands)BALANCE, DECEMBER 31, 2003

$
30,246


$
(56
)

$
(78
)

$



$



$



$
30,112Net income prior to reorganization


9,797























9,797Unrealized losses on interest rate
    swaps






58



















58Total comprehensive income


























9,855Distributions to partners


(6,158
)






















(6,158
)Collection of notes receivable










10















10BALANCE, DECEMBER 31, 2004


33,885



2



(68
)














33,819Net income prior to reorganization


10,212























10,212Net (loss) after reorganization






















(745
)


(745
)Net income for 2005


























9,467Other






(2
)


















(2
)Total comprehensive income


























9,465Distributions to partners


(13,719
)






















(13,719
)Collection of notes receivable










68















68Reorganization effected through
    contribution of partnership interests to Superior Well Services,
    Inc.


(30,378
)










141



30,237







Issuance of common stock in
    connection with initial public offering














53



61,707







61,760BALANCE, DECEMBER 31, 2005














194



91,944



(745
)


91,393Net income






















31,923



31,923Issuance of restricted stock awards














3



286







289Share-based compensation


















1,740







1,740Issuance of common stock in
    connection with follow-on public offering














37



88,522







88,559BALANCE, DECEMBER 31, 2006

$



$



$



$
234


$
182,492


$
31,178


$
213,904    25




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##### Table of Contents



SUPERIOR
    WELL SERVICES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2005


20062004


(Superior Well


(Superior Well(Partnerships)


Services, Inc.)


Services, Inc.)(In thousands)Cash flows from operations:Net income

$
9,797


$
9,467


$
31,923Adjustments to reconcile net
    income to net cash provided by operations:Deferred income taxes






9,284



4,758Depreciation and amortization


5,057



8,698



14,453Loss on disposal of equipment


185



280



224Stock-based compensation










1,740Changes in assets and liabilities:Trade accounts receivable


(4,273
)


(12,089
)


(23,944
)Inventory


(1,096
)


(1,926
)


(3,190
)Prepaid expenses and other assets


438



(821
)


249Accounts payable


2,004



2,627



6,220Income taxes payable










542401(k) plan contribution and
    withholding


263



260



1,071Advance payments on servicing
    contracts


69



278



324Accrued wages and health benefits


287



176



621Other accrued liabilities


59



508



958Net cash provided by operations


12,790



16,742



35,949Cash flows from investing:Expenditure for property, plant
    and equipment, net of construction payables


(19,300
)


(39,920
)


(69,816
)Acquisition of businesses, net of cash acquired










(9,150
)Proceeds from sale of property,
    plant and equipment










79Proceeds (expenditures) for other
    assets






(239
)


(15
)Advances on notes receivable






68



Proceeds from notes receivable


10







Net cash used in investing


(19,290
)


(40,091
)


(78,902
)Cash flows from financing:Principal payments on long-term
    debt


(188
)


(12,236
)


(27,019
)Proceeds from long-term borrowings


12,880



720



27,111Proceeds from notes payable


217



10,511



Payments on notes payable






(14,466
)


Net proceeds from common stock
    offerings






61,760



88,559Issuance of restricted stock awards










289Distributions to partners


(6,158
)


(13,719
)


Net cash provided by financing


6,751



32,570



88,940Net increase in cash and cash
    equivalents


251



9,221



45,987Cash and cash equivalents,
    beginning of period


1,293



1,544



10,765Cash and cash equivalents, end of
    period

$
1,544


$
10,765


$
56,752Supplemental disclosure of cash
    flow data:Interest paid

$
310


$
587


$
437Income taxes paid

$



$
5,156


$
15,008Equipment acquired through seller
    financed debt

$
55


$



$
450    26




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##### Table of Contents

\

SUPERIOR
    WELL SERVICES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization          2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
      Estimates
    and Assumptions
   27




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##### Table of Contents



Cash
    and Cash Equivalents
    Trade
    Accounts Receivable
    Property,
    Plant and Equipment
        Revenue
    Recognition
    Inventories
    Insurance
    Expense
   28




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##### Table of Contents



Income
    Taxes
  Accounting for Income
    Taxes
  Interest
    Rate Risk Management
    Fair
    Value of Financial Instruments
        Acquisitions
      Goodwill
    and Other Intangible Assets
  non-amortizable
  Concentration
    of Credit Risk
   29




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##### Table of Contents



Stock
    Based Compensation
    Weighted
    average shares outstanding
        Recently
    Issued Guidance
   30




---



##### Table of Contents



3.
    Notes Receivable 
    Limited Partners    4.
    Debt     31




---



##### Table of Contents



2005


2006Notes payable to sellers with
    nominal interest rates due through December 2010, collateralized
    by specific buildings and equipment

$
292


$
198Mortgage notes payable to a bank
    with interest at rates approximating the banks prime
    lending rate minus 1%, payable in monthly installments of $8,622
    plus interest through January 2021, collateralized by real
    property


1,145



1,331Note payable to sellers with an
    interest rate of 7% due through September 2008, collateralized
    by equipment






4501,437



1,979Less  Payments due
    within one year


179



382Total

$
1,258


$
1,597     5.
    Note Payable    6.
    Income
    taxes     32




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##### Table of Contents



For the Year Ended December 31,2005


2006(Amounts in thousands)Current:State and local

$
852


$
2,524U.S. federal


3,690



13,509Total current


4,542



16,033Deferred:State and local


1,667



842U.S. federal


7,617



3,916Total deferred


9,284



4,758Provision for income tax expense

$
13,826


$
20,791     For the Year Ended December 31,2005


2006(Amounts in thousands)Deferred tax assets:Restricted stock

$



$
589Accrued expenses and other


252



207Allowance for doubtful accounts
    receivable


51



296Total deferred tax assets


303



1,092Deferred tax liabilities:Depreciation differences on
    property, plant and equipment


(9,587
)


(15,133
)Total deferred tax liabilities


(9,587
)


(15,133
)Net deferred taxes

$
(9,284
)

$
(14,041
)  33




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##### Table of Contents



For the Year Ended December 31,2005


2006(Amounts in thousands)Income before income taxes

$
23,293


$
52,714Statutory U.S. income tax rate


35
%


35
%Tax expense using statutory
    U.S. income tax rate


8,153



18,450State income taxes


621



2,349Deferred income taxes established
    at date of reorganization


8,708



Tax effect of pre-tax income prior
    to reorganization not subject to income taxes


(3,574
)


Other


(82
)


(8
)Income tax expense

$
13,826


$
20,791Effective income tax rate


59
%


39
%   7.
    401(k)
    Plan    8.
    Related-Party
    Transactions         34




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##### Table of Contents



9.
    Commitments
    and Contingencies          10.
    Stock
    Incentive Plan      Percentage of Total Number ofRestricted Shares as to WhichNumber of Full Years

Forfeiture Restrictions LapseLess than 1 year


0
%1 year


15
%2 years


30
%3 years


45
%4 years


60
%5 years or more


100
%        35




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##### Table of Contents



11.
    Subsequent
    event    12.
    Quarterly
    Financial Information (Unaudited)    2006First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except income per share information)Revenue

$
47,687


$
54,589


$
67,205


$
75,145Cost of revenue


31,736



37,704



45,152



51,285Gross profit


15,951



16,885



22,053



23,860Selling, general and
    administrative expenses


5,526



6,153



6,813



7,224Operating income


10,425



10,732



15,240



16,636Interest expense


(38
)


(49
)


(77
)


(314
)Other (expense) income


141



50



1



(33
)Income tax expense


(4,172
)


(4,302
)


(5,802
)


(6,515
)Net income

$
6,356


$
6,431


$
9,362


$
9,774Net income per common share

$
0.33


$
0.33


$
0.48


$
0.49Basic

$
0.33


$
0.33


$
0.48


$
0.49DilutedAverage Shares OutstandingBasic


19,377



19,377



19,377



20,139Diluted


19,377



19,377



19,377



20,139   36




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##### Table of Contents



2005(1)First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except income per share information)Revenue

$
26,025


$
29,585


$
34,934


$
41,189Cost of revenue


17,380



21,404



24,051



27,423Gross profit


8,645



8,181



10,883



13,766Selling, general and
    administrative expenses


3,281



3,585



4,743



6,200Operating income


5,364



4,596



6,140



7,566Interest expense


(159
)


(224
)


(169
)


(14
)Other (expense) income


10



29



246



(92
)Income tax expense










(10,860
)


(2,966
)Net income

$
5,215


$
4,401


$
(4,643
)

$
4,494Pro Forma income tax expense
    (unaudited)


(2,262
)


(1,804
)






Net income adjusted for pro forma
    income tax expense (unaudited)

$
2,953


$
2,597


$
(4,643
)

$
4,494Net income per common share(2)

$
0.15


$
0.13


$
(0.24
)

$
0.23Basic

$
0.15


$
0.13


$
(0.24
)

$
0.23DilutedAverage Shares OutstandingBasic


19,377



19,377



19,232



19,377Diluted


19,377



19,377



19,232



19,377     (1)
    
    All quarters reflect reclassification of certain repair and
    vehicle expenses associated with our shop operations, uniform
    cleaning expenses and maintenance expenses from Selling,
    general and administrative expenses into Cost of
    revenue in order to better segregate the expense items
    between those more closely related to serving our customers
    versus those expenses, which in nature are not directly related
    to servicing customers. The reclassifications had no impact on
    operating income for any of the periods presented.(2)
    
    Share and per share data have been retroactively restated to
    reflect our holding company restructuring. For the calculations
    of earnings per share for 2004 and the first and second quarters
    of 2005, all shares are assumed to have been issued at the
    beginning of the period resulting in 19,376,667 average shares
    outstanding. 37




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.    3
.1

Amended and Restated Certificate
    of Incorporation (incorporated by reference to Exhibit 3.1
    to
    Form 8-K
    filed on August 3, 2005).3
.2

Amended and Restated Bylaws
    (incorporated by reference to Exhibit 3.2 to
    Form 8-K
    filed on August 3, 2005).4
.1

Specimen Stock Certificate
    representing our common stock (incorporated by reference to
    Exhibit 4.1 to Registration Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on June 24, 2005).4
.2

Registration Rights Agreement
    dated as of July 28, 2005 by and among the Company and the
    stockholders signatory thereto (incorporated by reference to
    Exhibit 10.1 to
    Form 8-K
    filed on August 3, 2005).4
.3

Form of Restricted Stock Agreement
    for Employees without Employment Agreements (filed as
    Exhibit 4.1 to the Companys Registration Statement on
    Form S-8(Registration
    No. 333-130615)
    filed on December 22, 2005).4
.4***

Form of Restricted Stock Agreement
    for Executives with Employment Agreements (filed as
    Exhibit 4.2 to the Companys Registration Statement on
    Form S-8(Registration
    No. 333-130615)
    filed on December 22, 2005).4
.5***

Form of Restricted Stock Agreement
    for Non-Employee Directors (filed as Exhibit 4.3 to the
    Companys Registration Statement on
    Form S-8(Registration
    No. 333-130615)
    filed on December 22, 2005).10
.1***

Credit Agreement dated as of
    October 18, 2005, among Superior Well Services, Inc.,
    Superior Well Services, Ltd., Bradford Resources, Ltd. and
    Citizens Bank of Pennsylvania (filed as Exhibit 10.1 to
    Form 8-K
    filed on October 21, 2005).10
.2***

Employment Agreement between David
    E. Wallace and Superior Well Services, Inc., dated
    August 3, 2005 (incorporated by reference to
    Exhibit 10.2 to
    Form 8-K
    filed on August 3, 2005).10
.3***

Employment Agreement between Jacob
    B. Linaberger and Superior Well Services, Inc., dated
    August 3, 2005 (incorporated by reference to
    Exhibit 10.3 to
    Form 8-K
    filed on August 3, 2005)10
.4***

Employment Agreement between
    Thomas W. Stoelk and Superior Well Services, Inc., effective as
    of June 1, 2005 (incorporated by reference to
    Exhibit 10.4 to
    Form 8-K
    filed on August 3, 2005).10
.5***

Employment Agreement between Rhys
    R. Reese and Superior Well Services, Inc., dated August 3,
    2005 (incorporated by reference to Exhibit 10.5 to
    Form 8-K
    filed on August 3, 2005).10
.6***

Employment Agreement between Fred
    E. Kistner and Superior Well Services, Inc., dated
    August 3, 2005 (incorporated by reference to
    Exhibit 10.6 to
    Form 8-K
    filed on August 3, 2005).10
.7***

Indemnification Agreement between
    David E. Wallace and Superior Well Services, Inc., dated
    August 3, 2005 (incorporated by reference to
    Exhibit 10.7 to
    Form 8-K
    filed on August 3, 2005).10
.8***

Indemnification Agreement between
    Jacob B. Linaberger and Superior Well Services, Inc., dated
    August 3, 2005 (incorporated by reference to
    Exhibit 10.8 to
    Form 8-K
    filed on August 3, 2005).10
.9***

Indemnification Agreement between
    Thomas W. Stoelk and Superior Well Services, Inc., dated
    August 3, 2005 (incorporated by reference to
    Exhibit 10.9 to
    Form 8-K
    filed on August 3, 2005).10
.10***

Indemnification Agreement between
    Rhys R. Reese and Superior Well Services, Inc., dated
    August 3, 2005 (incorporated by reference to
    Exhibit 10.10 to
    Form 8-K
    filed on August 3, 2005).10
.11***

Indemnification Agreement between
    Fred E. Kistner and Superior Well Services, Inc., dated
    August 3, 2005 (incorporated by reference to
    Exhibit 10.11 to
    Form 8-K
    filed on August 3, 2005).10
.12***

Indemnification Agreement between
    Mark A. Snyder and Superior Well Services, Inc., dated
    August 3, 2005 (incorporated by reference to
    Exhibit 10.12 to
    Form 8-K
    filed on August 3, 2005).10
.13***

Indemnification Agreement between
    David E. Snyder and Superior Well Services, Inc., dated
    August 3, 2005 (incorporated by reference to
    Exhibit 10.13 to
    Form 8-K
    filed on August 3, 2005).10
.14***

Indemnification Agreement between
    Charles C. Neal and Superior Well Services, Inc., dated
    August 3, 2005 (incorporated by reference to
    Exhibit 10.14 to
    Form 8-K
    filed on August 3, 2005). 38




---



##### Table of Contents



10
.15***

Indemnification Agreement between
    John A. Staley, IV and Superior Well Services, Inc., dated
    August 3, 2005 (incorporated by reference to
    Exhibit 10.15 to
    Form 8-K
    filed on August 3, 2005).10
.16***

Indemnification Agreement between
    Anthony J. Mendicino and Superior Well Services, Inc. dated
    August 30, 2005.10
.17

Fifth Amended and Restated
    Promissory Note dated March 31, 2005 (incorporated by
    reference to Exhibit 10.8 to Registration Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on July 15, 2005).10
.21

Guaranty and Suretyship Agreement
    dated June 3, 2005 by Superior Well Services, Ltd.
    (incorporated by reference to Exhibit 10.12 to Registration
    Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on July 15, 2005).10
.22

Guaranty and Suretyship Agreement
    dated June 3, 2005 by Allegheny Mineral Corporation
    (incorporated by reference to Exhibit 10.13 to Registration
    Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on July 15, 2005).10
.23

Guaranty and Suretyship Agreement
    dated June 3, 2005 by Armstrong Cement & Supply
    Corporation (incorporated by reference to Exhibit 10.14 to
    Registration Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on July 15, 2005).10
.24

Guaranty and Suretyship Agreement
    dated June 3, 2005 by Glacial Sand & Gravel
    Company (incorporated by reference to Exhibit 10.15 to
    Registration Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on July 15, 2005).10
.25

Standby Term Loan Note
    (incorporated by reference to Exhibit 10.1 to
    Form 8-K
    filed on August 21, 2006).10
.26

First Amendment to Credit
    Agreement (incorporated by reference to Exhibit 10.2 to
    Form 8-K
    filed on August 21, 2006).23
.1*

Consent of Independent Registered
    Public Accounting Firm24
.1*

Power of Attorney (included on
    signature page hereto).31
.1*

Sarbanes-Oxley Section 302
    certification of David E. Wallace for Superior Well Services,
    Inc. for the Annual Report on
    Form 10-K
    for the year ended December 31, 2006.31
.2*

Sarbanes-Oxley Section 302
    certification of. Thomas W. Stoelk for Superior Well Services,
    Inc. for the Annual Report on
    Form 10-K
    for the year ended December 31, 2006.32
.1**

Sarbanes-Oxley Section 906
    certification of David E. Wallace for Superior Well Services,
    Inc. for the Annual Report on
    Form 10-K
    for the year ended December 31, 2006.32
.2**

Sarbanes-Oxley Section 906
    certification of Thomas W. Stoelk for Superior Well Services,
    Inc. for the Annual Report on
    Form 10-K
    for the year ended December 31, 2006.     *
    
    Filed herewith.**
    
    Furnished herewith.***
    
    Management contract or compensatory plan or arrangement.     39




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##### Table of Contents



SIGNATURES
 June, 2007.
 SUPERIOR WELL SERVICES, INC.By:
    /s/ Thomas W. StoelkThomas W. StoelkVice President and Chief Financial Officer(principal financial officer) 40




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##### Table of Contents



Schedule II
  Valuation and Qualifying Accounts
  Col. A

Col. B


Col. C


Col. D


Col. EAdditionsBalance at


(1)


(2)Beginning


Charged to Costs


Charged to Other





Balance at EndDescription

of Period


and Expenses


Accounts


Deductions


of Period2004  Allowance for
    uncollectible accounts receivable

$




5,300







5,300


$
2005  Allowance for
    uncollectible accounts receivable

$




144,200







10,200


$
134,0002006  Allowance for
    uncollectible accounts receivable

$
134,000



637,636










$
771,636  41