##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended June 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 Commission File Number: 000-51435
 SUPERIOR WELL SERVICES, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    20-2535684(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 1380 Rt. 286 East, Suite #121  Indiana, Pennsylvania 15701  (Address of principal executive offices)  (Zip Code)
 (724) 465-8904
 (Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Small reporting company o
  o þ




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##### 



SUPERIOR WELL SERVICES, INC. QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009
 TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATION
    
    
    1Item 1. Financial Statements
    
    
    1- Unaudited Consolidated Balance Sheets
    
    
    1- Unaudited Consolidated Statements of Operations
    
    
    2- Unaudited Consolidated Statements of Changes in Stockholders Equity
    
    
    3- Unaudited Consolidated Statements of Cash Flows
    
    
    4- Notes to Unaudited Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    40Item 4. Controls and Procedures
    
    
    41PART II  OTHER INFORMATION
    
    
    41Item 1. Legal Proceedings
    
    
    41Item 1A. Risk Factors
    
    
    42Item 4. Submission of Matters to a Vote of Security Holders
    
    
    42Item 6. Exhibits
    
    
    43EX-31.1EX-31.2EX-32.1EX-32.2
  ii




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
 SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited)
 December 31,
    
    
    June 30,2008
    
    
    2009(in thousands, except per share data)Current Assets:Cash and cash equivalents
    
    $
    1,637
    
    
    $
    8,159Trade accounts receivable, net of
allowance of $2,755 and $3,489,
respectively
    
    
    104,549
    
    
    
    65,919Inventories
    
    
    27,781
    
    
    
    26,425Prepaid expenses and other current assets
    
    
    3,860
    
    
    
    3,011Assets held for sale
    
    
    1,440
    
    
    
    Advances on materials for future delivery
    
    
    3,732
    
    
    
    4,002Income taxes receivable
    
    
    1,934
    
    
    
    20,385Deferred income taxes
    
    
    3,746
    
    
    
    4,019Total current assets
    
    
    148,679
    
    
    
    131,920Property, plant and equipment, net
    
    
    453,990
    
    
    
    433,851Goodwill
    
    
    31,726
    
    
    
    Intangible assets, net of accumulated
amortization of $2,953 and $4,118,
respectively
    
    
    10,120
    
    
    
    8,968Deferred income taxes
    
    
    530
    
    
    
    22,825Other assets
    
    
    13,185
    
    
    
    11,900Total assets
    
    $
    658,230
    
    
    $
    609,464Current Liabilities:Accounts and construction payable-trade
    
    $
    43,330
    
    
    $
    19,101Current portion of long-term obligations
    
    
    1,291
    
    
    
    2,562Advance payments on servicing contracts
    
    
    405
    
    
    
    280Accrued wages and health benefits
    
    
    5,481
    
    
    
    4,171Other accrued liabilities
    
    
    10,370
    
    
    
    10,422Total current liabilities
    
    
    60,877
    
    
    
    36,536Long-term debt
    
    
    208,042
    
    
    
    229,468Deferred income taxes
    
    
    49,082
    
    
    
    57,673Long-term capital leases
    
    
    2,171
    
    
    
    345Asset retirement obligation
    
    
    443
    
    
    
    399Stockholders Equity:Preferred stock, non-voting, par $0.01
per share, 10,000,000 shares authorizedSeries A 4% Convertible Preferred
stock, non-voting, 75,000 shares
issued at December 31, 2008
(liquidation preference $75 million)
    
    
    1
    
    
    
    1Common stock, voting, par $.01 per
share, 70,000,000 shares authorized,
23,620,578 and 23,803,480 shares issued
at December 31, 2008 and June 30, 2009,
respectively
    
    
    236
    
    
    
    237Additional paid-in capital
    
    
    229,741
    
    
    
    231,291Retained earnings
    
    
    107,637
    
    
    
    53,514Total stockholders equity
    
    
    337,615
    
    
    
    285,043Total liabilities and stockholders equity
    
    $
    658,230
    
    
    $
    609,464
  1




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(in thousands, except per share data)Revenue
    
    $
    119,734
    
    
    $
    90,492
    
    
    $
    213,174
    
    
    $
    212,773Cost of revenue
    
    
    92,435
    
    
    
    102,636
    
    
    
    171,212
    
    
    
    227,956Gross profit (loss)
    
    
    27,299
    
    
    
    (12,144
    )
    
    
    41,962
    
    
    
    (15,183
    )Selling, general and administrative expenses
    
    
    10,682
    
    
    
    13,948
    
    
    
    20,226
    
    
    
    30,003Goodwill impairment
    
    
    
    
    
    
    33,155
    
    
    
    
    
    
    
    33,155Operating income (loss)
    
    
    16,617
    
    
    
    (59,247
    )
    
    
    21,736
    
    
    
    (78,341
    )Interest expense
    
    
    233
    
    
    
    3,150
    
    
    
    410
    
    
    
    6,326Other income (expense), net
    
    
    (40
    )
    
    
    109
    
    
    
    (383
    )
    
    
    (84
    )Income (loss) before income taxes
    
    
    16,344
    
    
    
    (62,288
    )
    
    
    20,943
    
    
    
    (84,751
    )Income taxes (benefit)Current
    
    
    2,165
    
    
    
    (5,865
    )
    
    
    3,173
    
    
    
    (18,151
    )Deferred
    
    
    4,588
    
    
    
    (18,511
    )
    
    
    5,777
    
    
    
    (13,977
    )6,753
    
    
    
    (24,376
    )
    
    
    8,950
    
    
    
    (32,128
    )Net income (loss) before dividends on preferred stock
    
    $
    9,591
    
    
    $
    (37,912
    )
    
    $
    11,993
    
    
    $
    (52,623
    )Dividends on preferred stock
    
    
    
    
    
    
    (750
    )
    
    
    
    
    
    
    (1,500
    )Net income (loss) available to common stockholders
    
    $
    9,591
    
    
    $
    (38,662
    )
    
    $
    11,993
    
    
    $
    (54,123
    )Earnings (loss) per common share:Basic
    
    $
    0.41
    
    
    $
    (1.66
    )
    
    $
    0.52
    
    
    $
    (2.33
    )Fully diluted
    
    $
    0.41
    
    
    $
    (1.66
    )
    
    $
    0.52
    
    
    $
    (2.33
    )Weighted average shares outstanding  basic
    
    
    23,152,566
    
    
    
    23,221,080
    
    
    
    23,146,962
    
    
    
    23,213,064Weighted average shares outstanding  diluted
    
    
    23,269,440
    
    
    
    26,221,080
    
    
    
    23,273,029
    
    
    
    26,213,064
  2




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)
 AdditionalPreferred
    
    
    
    
    
    
    Paid-in
    
    
    RetainedStock
    
    
    Common Stock
    
    
    Capital
    
    
    Earnings
    
    
    Total(in thousands)BALANCE, DECEMBER 31, 2007
    
    $
    
    
    
    $
    234
    
    
    $
    184,432
    
    
    $
    68,933
    
    
    $
    253,599Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,993
    
    
    
    11,993Issuance of restricted stock awards
    
    
    
    
    
    
    1
    
    
    
    129
    
    
    
    
    
    
    
    130Restricted stock retired/forfeited
    
    
    
    
    
    
    
    
    
    
    (227
    )
    
    
    
    
    
    
    (227
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,235
    
    
    
    
    
    
    
    1,235BALANCE, JUNE 30, 2008
    
    $
    
    
    
    $
    235
    
    
    $
    185,569
    
    
    $
    80,926
    
    
    $
    266,730BALANCE, DECEMBER 31, 2008
    
    $
    1
    
    
    $
    236
    
    
    $
    229,741
    
    
    $
    107,637
    
    
    $
    337,615Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52,623
    )
    
    
    (52,623
    )Issuance of restricted stock awards
    
    
    
    
    
    
    2
    
    
    
    193
    
    
    
    
    
    
    
    195Restricted stock retired/forfeited
    
    
    
    
    
    
    (1
    )
    
    
    (114
    )
    
    
    
    
    
    
    (115
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,471
    
    
    
    
    
    
    
    1,471Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,500
    )
    
    
    (1,500
    )BALANCE, JUNE 30, 2009
    
    $
    1
    
    
    $
    237
    
    
    $
    231,291
    
    
    $
    53,514
    
    
    $
    285,043
  3




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Six Months EndedJune 30,2008
    
    
    2009(in thousands)Cash flows from operations:Net income (loss)
    
    $
    11,993
    
    
    $
    (52,623
    )Adjustments to reconcile net income to net
cash provided by operations:Deferred income taxes
    
    
    5,778
    
    
    
    (13,977
    )Depreciation, amortization, and accretion
    
    
    18,110
    
    
    
    35,476Provision for bad debts
    
    
    345
    
    
    
    1,412Goodwill impairment
    
    
    
    
    
    
    33,155Loss on disposal of equipment
    
    
    411
    
    
    
    139Stock-based compensation
    
    
    1,235
    
    
    
    1,471Changes in assets and liabilities:Trade accounts receivable
    
    
    (26,379
    )
    
    
    37,218Advance on materials for future delivery
    
    
    
    
    
    
    1,237Inventory
    
    
    (2,403
    )
    
    
    1,356Prepaid expenses and other assets
    
    
    67
    
    
    
    849Income tax receivable
    
    
    1,786
    
    
    
    (18,451
    )Accounts payable
    
    
    5,791
    
    
    
    (21,275
    )Advance payments on servicing
contracts
    
    
    (32
    )
    
    
    (125
    )Accrued wages and health benefits
    
    
    101
    
    
    
    (1,310
    )Other accrued liabilities
    
    
    360
    
    
    
    52Net cash provided by operations
    
    
    17,163
    
    
    
    4,604Cash flows from investing:Expenditure for property, plant and
equipment, net of construction payables
    
    
    (50,644
    )
    
    
    (17,811
    )Acquisition of businesses, net of cash acquired
    
    
    
    
    
    
    (1,928
    )Proceeds (expenditures) for other assets
    
    
    271
    
    
    
    (222
    )Proceeds from sale of property, plant and
equipment
    
    
    878
    
    
    
    2,427Net cash used in investing
    
    
    (49,495
    )
    
    
    (17,534
    )Cash flows from financing:Principal payments on long-term debt
    
    
    (74,705
    )
    
    
    (101,679
    )Proceeds from long-term borrowings
    
    
    101,645
    
    
    
    123,106Issuance/retirement of restricted stock, net
    
    
    (97
    )
    
    
    80Payment on capital lease obligations
    
    
    
    
    
    
    (555
    )Payment of preferred dividends
    
    
    
    
    
    
    (1,500
    )Net cash provided by financing
    
    
    26,843
    
    
    
    19,452Net (decrease) increase in cash and cash equivalents
    
    
    (5,489
    )
    
    
    6,522Cash and cash equivalents, beginning of period
    
    
    5,510
    
    
    
    1,637Cash and cash equivalents, end of period
    
    $
    21
    
    
    $
    8,159Supplemental disclosure of cash flow data:Interest paid
    
    $
    423
    
    
    $
    4,376Income taxes paid
    
    
    1,387
    
    
    
    299
  4




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1. Organization
      2. Summary of Significant Accounting Policies
 Basis of Presentation
  Estimates and Assumptions
  Cash and Cash Equivalents
  5




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Trade Accounts Receivable
  Assets Held For Sale
  Advances on Material for Future Delivery
  Property, Plant and Equipment
    Revenue Recognition
  6




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Inventories
  Insurance Expense
  Income Taxes
 Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement No. 109 Definition of Settlement in FASB Interpretation No. 48
  Asset Retirement Obligations
  7




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Fair Value of Financial Instruments
 The Fair Value Option for Financial Assets
and Financial Liabilities  Including an amendment of FASB Statement No. 115
 Fair Value Measurements
  Level 1
    
    quoted prices in active markets for identical assets or liabilities;Level 2
    
    quoted prices in active markets for similar assets and liabilities and
inputs that are observable for the asset or liability; orLevel 3
    
    unobservable inputs for the asset or liability, such as discounted cash flow
models or valuations.
   Acquisitions
  Goodwill and Intangible Assets
 Goodwill and Other Intangible Assets
 8




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
      Valuation of Finite-Lived Intangible and Tangible Assets
 Accounting for Impairment or Disposal of Long-Lived Assets
 9




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Concentration of Credit Risk
  Share Based Compensation
 Share-Based Payment
 Weighted Average Shares Outstanding
    10




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Accounting Standards Not Yet Adopted
   Effective Date of FASB
Statement No. 157
 Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 3. Business Combinations
  Acquisitions During the Year ended December 31, 2008:
   11




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  4. Property, Plant and Equipment
  December 31,
    
    
    June 30,2008
    
    
    2009(in thousands)Property, Plant and Equipment:Land
    
    $
    453
    
    
    $
    453Building and improvements
    
    
    16,621
    
    
    
    18,623Equipment and vehicles
    
    
    500,101
    
    
    
    518,886Disposal wells and equipment
    
    
    8,764
    
    
    
    8,705Construction in progress
    
    
    28,065
    
    
    
    20,879554,004
    
    
    
    567,546Accumulated depreciation
    
    
    (100,014
    )
    
    
    (133,695
    )Total property, plant and equipment, net
    
    $
    453,990
    
    
    $
    433,851
 5. Short and Long-term Obligations
    12




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    December 31,
    
    
    June 30,2008
    
    
    2009Syndicated Credit Facility with
interest rates at either LIBOR plus a
spread of 1.5-2.5% or the prime
lending rate plus a spread of 0-0.25%
due March 2013, collateralized by
cash, investment property, accounts
receivable, inventory, intangibles
and equipment
    
    $
    127,000
    
    
    $
    148,509Second Lien Notes due November 2013
with an initial interest rate of 7.0%
per annum which increases 1% per
annum on the anniversary date of the
indenture, collateralized by a second
priority lien on Superiors assets
secured by the Syndicated Credit
Facility
    
    
    80,000
    
    
    
    80,000Mortgage notes payable to a bank with
interest at the banks prime lending
rate minus 1%, payable in monthly
installments of $8,622 plus interest
through January 2021, collateralized
by real property
    
    
    1,109
    
    
    
    1,053Notes payable to sellers with nominal
interest rates due through December
2010, collateralized by specific
buildings and equipment
    
    
    90
    
    
    
    63208,199
    
    
    
    229,625Less  Payments due within one year
    
    
    157
    
    
    
    157Total
    
    $
    208,042
    
    
    $
    229,468
  Capital Lease Obligations
  13




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Due in 1 year
    
    $
    2,572Due in 2 years
    
    
    155Due in 3 years
    
    
    213Total minimum payments
    
    
    2,940Less amounts representing interest
    
    
    190Total obligation under capital leases
    
    
    2,750Less current portion
    
    
    2,405Long-term portion
    
    $
    345
 6. Stockholders equity
 Common Stock
     Preferred Stock
   Dividends
  14




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Liquidation Preference
  Redemption
  Voting Rights
  Conversion
  Stock Incentive Plan
    15




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Percentage of Total Number of RestrictedShares as to Which Forfeiture RestrictionsNumber of Full Years
    
    LapseLess than 1 year
    
    
    0
    %1 year
    
    
    15
    %2 years
    
    
    30
    %3 years
    
    
    45
    %4 years
    
    
    60
    %5 years or more
    
    
    100
    %
  Weighted AverageNumber of
    
    Grant Date Fairshares
    
    Value Per ShareNonvested at December 31, 2007
    
    
    371,415
    
    
    $
    26.57Granted
    
    
    176,400
    
    
    
    16.98Vested
    
    
    (50,479
    )
    
    
    26.92Forfeited
    
    
    (22,870
    )
    
    
    24.26Retired
    
    
    (11,380
    )
    
    
    27.28Nonvested at December 31, 2008
    
    
    463,086
    
    
    $
    22.97Granted
    
    
    194,750
    
    
    
    8.95Vested
    
    
    (66,937
    )
    
    
    25.21Forfeited
    
    
    (27,210
    )
    
    
    14.71Retired
    
    
    (8,499
    )
    
    
    25.93Nonvested at June 30, 2009
    
    
    555,190
    
    
    $
    18.15
  7. Income Taxes
  16




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Period Ended June 30, 2008
    
    
    Period Ended June 30, 2009Three Months
    
    
    Six Months
    
    
    Three Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedCurrent:State and local
    
    $
    469
    
    
    $
    646
    
    
    $
    (718
    )
    
    $
    (1,518
    )U.S. federal
    
    
    1,697
    
    
    
    2,527
    
    
    
    (5,147
    )
    
    
    (16,633
    )Total current
    
    
    2,166
    
    
    
    3,173
    
    
    
    (5,865
    )
    
    
    (18,151
    )Deferred:State and local
    
    
    811
    
    
    
    1,022
    
    
    
    (2,302
    )
    
    
    (2,187
    )U.S. federal
    
    
    3,776
    
    
    
    4,755
    
    
    
    (16,209
    )
    
    
    (11,790
    )Total deferred
    
    
    4,587
    
    
    
    5,777
    
    
    
    (18,511
    )
    
    
    (13,977
    )Provision for income tax expense
    
    $
    6,753
    
    
    $
    8,950
    
    
    $
    (24,376
    )
    
    $
    (32,128
    )
  December 31,
    
    
    June 30,2008
    
    
    2009(amounts in thousands)Deferred tax assets:Restricted stock
    
    $
    1,233
    
    
    $
    1,190Accrued expenses and other
    
    
    1,516
    
    
    
    1,517Alternative minimum tax
    
    
    505
    
    
    
    505Allowance for doubtful accounts receivable
    
    
    1,022
    
    
    
    1,537Net operating loss carryforward
    
    
    
    
    
    
    22,095Total deferred tax assets
    
    
    4,276
    
    
    
    26,844Deferred tax liabilities:Depreciation differences on property, plant and equipment
    
    
    (49,082
    )
    
    
    (57,673
    )Total deferred tax liabilities
    
    
    (49,082
    )
    
    
    (57,673
    )Net deferred taxes
    
    $
    (44,806
    )
    
    $
    (30,829
    )
  Period Ended June 30, 2008
    
    Period Ended June 30, 2009Three Months
    
    Six Months
    
    Three Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedFederal statutory tax rate
    
    
    35
    %
    
    
    35
    %
    
    
    (35
    )%
    
    
    (35
    )%Impact of vesting of restricted stock
    
    
    
    
    
    
    2
    
    
    
    1
    
    
    
    1State income taxes
    
    
    5
    
    
    
    5
    
    
    
    (3
    )
    
    
    (3
    )Other
    
    
    1
    
    
    
    1
    
    
    
    (2
    )
    
    
    (1
    )Effective income tax rate
    
    
    41
    %
    
    
    43
    %
    
    
    (39
    )%
    
    
    (38
    )%
 8. 401(k) Plan
  17




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 9. Related-Party Transactions
     10. Commitments and Contingencies
      18




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 11. Business Segment Information
 Disclosure About Segments of an Enterprise and Related Information
    Three Months Ended June 30, 2009Technical
    
    FluidServices
    
    Logistics
    
    Corporate
    
    Total(in thousands)Net revenue
    
    $
    85,901
    
    
    $
    4,591
    
    
    $
    
    
    
    $
    90,492Depreciation and
amortization
    
    $
    16,420
    
    
    $
    1,434
    
    
    $
    137
    
    
    $
    17,991Operating loss
    
    $
    (46,007
    )
    
    $
    (9,389
    )
    
    $
    (3,851
    )
    
    $
    (59,247
    )Capital expenditures
    
    $
    8,344
    
    
    $
    
    
    
    $
    111
    
    
    $
    8,455As of June 30, 2009
segment assets
    
    $
    560,354
    
    
    $
    43,231
    
    
    $
    5,879
    
    
    $
    609,464
 Three Months Ended June 30, 2008Technical
    
    FluidServices
    
    Logistics
    
    Corporate
    
    Total(in thousands)Net revenue
    
    $
    119,734
    
    
    $
    
    
    
    $
    
    
    
    $
    119,734Depreciation and
amortization
    
    $
    9,406
    
    
    $
    
    
    
    $
    58
    
    
    $
    9,464Operating income (loss)
    
    $
    14,030
    
    
    $
    
    
    
    $
    (2,587
    )
    
    $
    16,617Capital expenditures
    
    $
    22,969
    
    
    $
    
    
    
    $
    23
    
    
    $
    22,992As of June 30, 2008
segment assets
    
    $
    373,883
    
    
    $
    
    
    
    $
    3,012
    
    
    $
    376,895
 19




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Six Months Ended June 30, 2009Technical
    
    FluidServices
    
    Logistics
    
    Corporate
    
    Total(in thousands)Net revenue
    
    $
    199,175
    
    
    $
    13,598
    
    
    $
    
    
    
    $
    212,773Depreciation and
amortization
    
    $
    32,339
    
    
    $
    2,867
    
    
    $
    270
    
    
    $
    35,476Operating loss
    
    $
    (59,040
    )
    
    $
    (11,600
    )
    
    $
    (7,701
    )
    
    $
    (78,341
    )Capital expenditures
    
    $
    17,563
    
    
    $
    10
    
    
    $
    238
    
    
    $
    17,811As of June 30, 2009
segment assets
    
    $
    560,354
    
    
    $
    43,231
    
    
    $
    5,879
    
    
    $
    609,464
 Six Months Ended June 30, 2008Technical
    
    FluidServices
    
    Logistics
    
    Corporate
    
    Total(in thousands)Net revenue
    
    $
    213,174
    
    
    $
    
    
    
    $
    
    
    
    $
    213,174Depreciation and
amortization
    
    $
    17,995
    
    
    $
    
    
    
    $
    115
    
    
    $
    18,110Operating income (loss)
    
    $
    26,526
    
    
    $
    
    
    
    $
    (4,790
    )
    
    $
    21,736Capital expenditures
    
    $
    50,562
    
    
    $
    
    
    
    $
    82
    
    
    $
    50,644As of
June 30, 2008 segment assets
    
    $
    373,883
    
    
    $
    
    
    
    $
    3,012
    
    
    $
    376,895
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(in thousands)Segment operating
income (loss)
    
    $
    16,617
    
    
    $
    (59,247
    )
    
    $
    21,736
    
    
    $
    (78,341
    )Interest expense
    
    
    233
    
    
    
    3,150
    
    
    
    410
    
    
    
    6,326Other income (expense), net
    
    
    (40
    )
    
    
    109
    
    
    
    (383
    )
    
    
    (84
    )Income taxes
    
    
    6,753
    
    
    
    (24,376
    )
    
    
    8,950
    
    
    
    (32,128
    )Net income (loss)
    
    $
    9,591
    
    
    $
    (37,912
    )
    
    $
    11,993
    
    
    $
    (52,623
    )
 12. Fair Value of Financial Instruments
   20




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
   13. Guarantees of Securities Registered
  14. Subsequent Events
  21




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##### Table of Contents



Item 2.
    
    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 Cautionary Statement Regarding Forward-Looking Statements.
 Cautionary Statement Regarding Forward-Looking Statements
  
    
    a decrease in domestic spending by the oil and natural gas exploration and production
industry;
    
    a decline in or substantial volatility of crude oil and natural gas commodity prices;
    
    current weaknesses in the credit and capital markets and lack of credit availability;
    
    overcapacity and competition in our industry;
    
    unanticipated costs, delays and other difficulties in executing our long-term growth
strategy, including difficulties associated with the integration of our Diamondback asset
acquisition;
    
    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 (SEC) filings.
  22




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##### Table of Contents



Overview
   Services Offered
  Period Ended June 30, 2008
    
    
    Period Ended June 30, 2009Three Months
    
    
    Six Months
    
    
    Three Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedRevenue:Technical services
    
    $
    119,734
    
    
    $
    213,174
    
    
    $
    85,901
    
    
    $
    199,175Fluid Logistic services
    
    
    
    
    
    
    
    
    
    
    4,591
    
    
    
    13,598Total revenue
    
    $
    119,734
    
    
    $
    213,174
    
    
    $
    90,492
    
    
    $
    212,773
  Technical Services
 Technical Pumping Services
  23




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##### Table of Contents



Completion, Production and Rental Tool Services
  Down-Hole Surveying Services
  Fluid Logistics Services
  How We Generate Our Revenue
   24




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##### Table of Contents



How We Evaluate Our Operations
  Operating Income per Operating Region
   Material and Labor Expenses as a Percentage of Revenue
    25




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##### Table of Contents



Selling, General and Administrative Expenses as a Percentage of Revenue
  Adjusted 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
  Equipment Maintenance Performance
  26




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##### Table of Contents



Customer Satisfaction
  Safety Performance
  Our Industry and Overview
   Business Outlook
  27




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##### Table of Contents



Recent Developments
   Our Long-term Growth Strategy
   Three Months Ended June 30,
    
    
    Six Months Ended June 30,Region
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Appalachian
    
    $
    45,874
    
    
    
    38.3
    %
    
    $
    28,037
    
    
    
    31.0
    %
    
    $
    81,700
    
    
    
    38.3
    %
    
    $
    58,611
    
    
    
    27.6
    %Southeast
    
    
    22,422
    
    
    
    18.7
    
    
    
    12,077
    
    
    
    13.4
    
    
    
    39,561
    
    
    
    18.6
    
    
    
    33,480
    
    
    
    15.7Southwest
    
    
    14,832
    
    
    
    12.4
    
    
    
    27,085
    
    
    
    29.9
    
    
    
    28,928
    
    
    
    13.6
    
    
    
    63,397
    
    
    
    29.8Rocky Mountain
    
    
    14,378
    
    
    
    12.0
    
    
    
    2,277
    
    
    
    2.5
    
    
    
    23,223
    
    
    
    10.9
    
    
    
    10,296
    
    
    
    4.8Mid-Continent
    
    
    22,228
    
    
    
    18.6
    
    
    
    21,016
    
    
    
    23.2
    
    
    
    39,762
    
    
    
    18.6
    
    
    
    46,989
    
    
    
    22.1Total
    
    $
    119,734
    
    
    
    100.0
    %
    
    $
    90,492
    
    
    
    100.0
    %
    
    $
    213,174
    
    
    
    100.0
    %
    
    $
    212,773
    
    
    
    100.0
    %
  28




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##### Table of Contents



Our Results of Operations
   Three Months Ended June 30,
    
    Six Months Ended June 30,2008
    
    2009
    
    %Change
    
    2008
    
    2009
    
    %ChangeAverage rig count 1Crude Oil
    
    
    372
    
    
    
    196
    
    
    
    (47.3
    )%
    
    
    352
    
    
    
    237
    
    
    
    (32.7
    )%Natural gas
    
    
    1,483
    
    
    
    729
    
    
    
    (50.8
    )
    
    
    1,456
    
    
    
    891
    
    
    
    (38.8
    )Total U.S. land rigs
    
    
    1,855
    
    
    
    925
    
    
    
    (50.1
    )%
    
    
    1,808
    
    
    
    1,128
    
    
    
    (37.6
    )%Commodity prices (avg.):Crude Oil (West Texas Intermediate)
    
    $
    123.98
    
    
    $
    59.62
    
    
    
    (51.9
    )%
    
    $
    110.94
    
    
    $
    51.35
    
    
    
    (83.7
    )%Natural gas (Henry Hub)
    
    
    11.35
    
    
    
    3.36
    
    
    
    (70.4
    )%
    
    
    9.98
    
    
    
    3.96
    
    
    
    (60.3
    )%
  
 1
    
    Estimate of activity as measured by Baker
Hughes Inc. for average active U.S. land drilling rigs for the three and six
months June 30, 2008 and 2009. 29




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##### Table of Contents



Results for the Three and Six Month Periods Ended June 30, 2008 and 2009
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Revenues:Technical pumping services
    
    $
    106,528
    
    
    
    89.0
    %
    
    $
    77,113
    
    
    
    85.2
    %
    
    $
    189,616
    
    
    
    89.0
    %
    
    $
    180,188
    
    
    
    84.7
    %Down-hole surveying
services
    
    
    13,206
    
    
    
    11.0
    
    
    
    5,403
    
    
    
    6.0
    
    
    
    23,558
    
    
    
    11.0
    
    
    
    11,805
    
    
    
    5.5Completion services
    
    
    
    
    
    
    
    
    
    
    3,385
    
    
    
    3.7
    
    
    
    
    
    
    
    
    
    
    
    7,182
    
    
    
    3.4Total Technical Services
    
    
    119,734
    
    
    
    100.0
    
    
    
    85,901
    
    
    
    94.9
    
    
    
    213,174
    
    
    
    100.0
    
    
    
    199,175
    
    
    
    93.6Fluid Logistics
    
    
    
    
    
    
    
    
    
    
    4,591
    
    
    
    5.1
    
    
    
    
    
    
    
    
    
    
    
    13,598
    
    
    
    6.4Total revenue
    
    
    119,734
    
    
    
    100.0
    
    
    
    90,492
    
    
    
    100.0
    
    
    
    213,174
    
    
    
    100.0
    
    
    
    212,773
    
    
    
    100.0Expenses:Cost of revenue
    
    
    92,435
    
    
    
    77.2
    
    
    
    102,636
    
    
    
    113.4
    
    
    
    171,212
    
    
    
    80.3
    
    
    
    227,956
    
    
    
    107.1Selling general
and administrative
expenses
    
    
    10,682
    
    
    
    8.9
    
    
    
    13,948
    
    
    
    15.4
    
    
    
    20,226
    
    
    
    9.5
    
    
    
    30,003
    
    
    
    14.1Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    33,155
    
    
    
    36.6
    
    
    
    
    
    
    
    
    
    
    
    33,155
    
    
    
    15.6Total expense
    
    
    103,117
    
    
    
    86.1
    
    
    
    149,739
    
    
    
    165.5
    
    
    
    191,438
    
    
    
    89.8
    
    
    
    291,114
    
    
    
    136.8Operating income (loss)
    
    $
    16,617
    
    
    
    13.9
    %
    
    $
    (59,247
    )
    
    
    (65.5
    )%
    
    $
    21,736
    
    
    
    10.2
    %
    
    $
    (78,341
    )
    
    
    (36.8
    )%
 Revenue
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,$
    
    
    %
    
    
    
    
    
    
    
    
    
    
    $
    
    
    %2008
    
    
    2009
    
    
    change
    
    
    change
    
    
    2008
    
    
    2009
    
    
    change
    
    
    changeRevenues by service type:Stimulation
    
    $
    76,431
    
    
    $
    60,852
    
    
    $
    (15,579
    )
    
    
    (20.4
    )%
    
    $
    131,698
    
    
    $
    140,357
    
    
    $
    (8,659
    )
    
    
    (6.6
    )%Cementing
    
    
    22,204
    
    
    
    10,858
    
    
    
    (11,346
    )
    
    
    (51.1
    )
    
    
    43,680
    
    
    
    27,453
    
    
    
    (16,227
    )
    
    
    (37.1
    )Nitrogen
    
    
    7,893
    
    
    
    5,403
    
    
    
    (2,490
    )
    
    
    (31.5
    )
    
    
    14,238
    
    
    
    12,378
    
    
    
    (1,860
    )
    
    
    (13.1
    )Technical pumping
revenues
    
    
    106,528
    
    
    
    77,113
    
    
    
    (29,415
    )
    
    
    (27.6
    )
    
    
    189,616
    
    
    
    180,188
    
    
    
    (9,428
    )
    
    
    (5.0
    )Completion services
    
    
    
    
    
    
    3,385
    
    
    
    3,385
    
    
    
    100.0
    
    
    
    
    
    
    
    7,182
    
    
    
    7,182
    
    
    
    100.0Down-hole surveying
services
    
    
    13,206
    
    
    
    5,403
    
    
    
    (7,803
    )
    
    
    (59.1
    )
    
    
    23,558
    
    
    
    11,805
    
    
    
    (11,753
    )
    
    
    (49.9
    )Technical Service
revenue
    
    
    119,734
    
    
    
    85,901
    
    
    
    (33,833
    )
    
    
    (28.3
    )
    
    
    213,174
    
    
    
    199,175
    
    
    
    (13,999
    )
    
    
    (6.6
    )Fluid Logistics
    
    
    
    
    
    
    4,591
    
    
    
    4,591
    
    
    
    100.0
    
    
    
    
    
    
    
    13,598
    
    
    
    13,598
    
    
    
    100.0Total revenue
    
    $
    119,734
    
    
    $
    90,492
    
    
    $
    (29,242
    )
    
    
    (24.4
    )%
    
    $
    213,174
    
    
    $
    212,773
    
    
    $
    (401
    )
    
    
    (0.2
    )%
 30




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##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,$
    

    
    %
    
    
    
    
    
    
    
    
    
    
    $
    
    
    %2008
    
    
    2009
    
    
    change
    
    
    change
    
    
    2008
    
    
    2009
    
    
    change
    
    
    changeRegionAppalachian
    
    $
    45,874
    
    
    $
    28,037
    
    
    $
    (17,837
    )
    
    
    (38.9
    )%
    
    $
    81,700
    
    
    $
    58,611
    
    
    $
    (23,088
    )
    
    
    (28.3
    )%Southeast
    
    
    22,422
    
    
    
    12,077
    
    
    
    (10,345
    )
    
    
    (46.1
    )
    
    
    39,561
    
    
    
    33,480
    
    
    
    (6,081
    )
    
    
    (15.4
    )Southwest
    
    
    14,832
    
    
    
    27,085
    
    
    
    12,253
    
    
    
    82.6
    
    
    
    28,928
    
    
    
    63,397
    
    
    
    34,469
    
    
    
    119.2Rocky Mountain
    
    
    14,378
    
    
    
    2,277
    
    
    
    (12,101
    )
    
    
    (84.2
    )
    
    
    23,223
    
    
    
    10,296
    
    
    
    (12,927
    )
    
    
    (55.7
    )Mid-Continent
    
    
    22,228
    
    
    
    21,016
    
    
    
    (1,212
    )
    
    
    (5.5
    )
    
    
    39,762
    
    
    
    46,989
    
    
    
    7,227
    
    
    
    18.2Total
    
    $
    119,734
    
    
    $
    90,492
    
    
    $
    (29,242
    )
    
    
    (24.4
    )%
    
    $
    213,174
    
    
    $
    212,773
    
    
    $
    (401
    )
    
    
    (0.2
    )%
 Results for the Three Months Ended June 30, 2008 and 2009
  Results for the Six Months Ended June 30, 2008 and 2009
  Cost of Revenue
 Results for the Three Months Ended June 30, 2008 and 2009
  31




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##### Table of Contents



Results for the Six Months Ended June 30, 2008 and 2009
  Selling, General and Administrative Expenses (SG&A)
 Results for the Three Months Ended June 30, 2008 and 2009
  Results for the Six Months Ended June 30, 2008 and 2009
  32




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##### Table of Contents



Goodwill Impairment
 Results for the Three and Six Month Periods Ended June 30, 2008 and 2009
  Operating Income/(Loss) and Adjusted EBITDA
 Results for the Three Months ended June 30, 2008 and 2009
  Results for the Six Months Ended June 30, 2008 and 2009
  Liquidity and Capital Resources
  33




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##### Table of Contents



Cash Flows
  Six Months Ended June 30,2008
    
    
    2009Net cash provided by operations
    
    $
    17,163
    
    
    $
    4,604Net cash used in investing
    
    
    (49,495
    )
    
    
    (17,534
    )Net cash provided by financing
    
    
    26,843
    
    
    
    19,452Change in cash and cash equivalents
    
    $
    (5,489
    )
    
    $
    6,522
 Working Capital
  34




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##### Table of Contents



Cash Flows from Operations
  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 or upgrade existing equipment to grow our business; and
 
    
    maintenance capital expenditures, which are capital expenditures made to extend the
useful life of partially or fully depreciated assets or to maintain the operational
capabilities of existing assets.
   35




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##### Table of Contents



Off-Balance Sheet Arrangements
  Description of Our Indebtedness
      
    
    incur additional debt or sell assets;
 
    
    make certain investments, loans and acquisitions;
 
    
    guarantee debt;
 
    
    grant liens;
    
    enter into transactions with affiliates;
 
    
    engage in other lines of business; and
 
    
    pay dividends and distributions.
  36




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##### Table of Contents



Accounting Standards Not Yet Adopted
   Effective Date of FASB Statement No.
157
 Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 Critical Accounting Policies
   Revenue Recognition
  37




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##### Table of Contents



Property, Plant and Equipment
  Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal 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
 Goodwill and Other Intangible Assets
 38




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##### Table of Contents



Contingent Liabilities
  Insurance Expenses
  39




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##### Table of Contents



Stock-Based Compensation
 Share-Based Payment
 Impact of Inflation
  Non-GAAP Accounting Measures
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Reconciliation of Adjusted EBITDA to
Net Income (Loss):Net income (loss)
    
    $
    9,591
    
    
    $
    (37,912
    )
    
    $
    11,993
    
    
    $
    (52,623
    )Income tax expense (benefit)
    
    
    6,753
    
    
    
    (24,376
    )
    
    
    8,950
    
    
    
    (32,128
    )Interest expense
    
    
    233
    
    
    
    3,150
    
    
    
    410
    
    
    
    6,326Stock compensation expense
    
    
    620
    
    
    
    734
    
    
    
    1,235
    
    
    
    1,471Goodwill impairment
    
    
    
    
    
    
    33,155
    
    
    
    
    
    
    
    33,155Depreciation, amortization and accretion
    
    
    9,464
    
    
    
    17,991
    
    
    
    18,110
    
    
    
    35,476Adjusted EBITDA
    
    $
    26,661
    
    
    $
    (7,258
    )
    
    $
    40,698
    
    
    $
    (8,323
    )
 
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk.
  Interest Rate Risk
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##### Table of Contents



Concentration of Credit Risk
 Commodity Price Risk
 
 Item 4.
    
    Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
 
 PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
  41




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##### Table of Contents



Item 1A.
    
    Risk Factors.
  Reduced cash flows from operations could result in a default under the credit agreement evidencing
our credit facility and the indenture governing our second lien notes.
   
 Item 4.
    
    Submission of Matters to a Vote of Security Holders.
   Names
    
    Number of Affirmative Votes
    
    Against
    
    Number WithheldAnthony J. Mendicino
    
    
    22,081,493
    
    
    
    
    
    
    
    522,885Mark A. Snyder
    
    
    20,062,079
    
    
    
    
    
    
    
    2,542,299
 42




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##### Table of Contents



Number ofAffirmative Votes
    
    Against
    
    Number WithheldRatification of appointment of Schneider Downs & Co., Inc.
    
    
    21,484,924
    
    
    
    1,109,410
    
    
    
    10,043
  
 Item 6.
    
    Exhibits.
  43




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##### Table of Contents



SIGNATURES
  SUPERIOR WELL SERVICES, INC.
RegistrantDated:  August 10, 2009
    By:
    /s/  Thomas W. StoelkThomas W. StoelkVice President and Chief Financial Officer
(Duly 
Authorized Officer and Principal Financial
Officer) 44




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##### Table of Contents



INDEX TO EXHIBITS
OF
SUPERIOR WELL SERVICES, INC.
 (a) Exhibits
  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).3.3
    
    Certificate of Designations for Series A 4% Convertible Preferred Stock (incorporated by
reference to Exhibit 3.1 to Form 8-K filed on November 21, 2008).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).4.6
    
    2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q filed on September 1, 2005).4.7
    
    Indenture, dated as of November 18, 2008, between Superior Well Services Inc. and its
Subsidiaries and Wilmington Trust FSB (as Trustee and Collateral Agent), relating to the
Second Lien due 2013 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on November
21, 2008).31.1*
    
    Sarbanes-Oxley Section 302 certification of David E. Wallace for Superior Well Services,
Inc. for the June 30, 2009 Quarterly Report on Form 10 Q.31.2*
    
    Sarbanes-Oxley Section 302 certification of Thomas W. Stoelk for Superior Well Services,
Inc. for the June 30, 2009 Quarterly Report on Form 10 Q.32.1*
    
    Sarbanes-Oxley Section 906 certification of David E. Wallace for Superior Well Services,
Inc. for the June 30, 2009 Quarterly Report on Form 10 Q.32.2*
    
    Sarbanes-Oxley Section 906 certification of Thomas W. Stoelk for Superior Well Services,
Inc. for the June 30, 2009 Quarterly Report on Form 10 Q.
 
 
    
    Management contract or compensatory plan or arrangement.