##### 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, 2010
 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
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



SUPERIOR WELL SERVICES, INC. QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010
 TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATION
    
    
    1Item 1. Financial Statements
    
    
    1Item 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
    
    
    41Item 2. Unregistered Sale of Equity Securities
    
    
    42Item 6. Exhibits
    
    
    42EX-31.1EX-31.2EX-32.1EX-32.2
  ii




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 December 31,
    
    
    June 30,2009
    
    
    2010(in thousands, except per share data)Current assets:Cash and cash equivalents
    
    $
    25
    
    
    $
    1,659Trade accounts receivable, net of allowance of $5,800 and $5,630, respectively
    
    
    69,492
    
    
    
    139,181Inventories
    
    
    24,991
    
    
    
    29,177Prepaid expenses and other current assets
    
    
    2,369
    
    
    
    2,331Advances on materials for future delivery
    
    
    3,717
    
    
    
    3,717Income taxes receivable
    
    
    36,044
    
    
    
    1,317Deferred income taxes
    
    
    4,203
    
    
    
    3,621Total current assets
    
    
    140,841
    
    
    
    181,003Property, plant and equipment, net
    
    
    409,552
    
    
    
    380,953Intangible assets, net of accumulated amortization of $5,244 and $6,329, respectively
    
    
    7,518
    
    
    
    6,433Other assets
    
    
    12,242
    
    
    
    10,683Total assets
    
    $
    570,153
    
    
    $
    579,072Current liabilities:Accounts and construction payable-trade
    
    $
    26,849
    
    
    $
    57,877Current portion of long-term obligations
    
    
    2,022
    
    
    
    770Advanced payments on servicing contracts
    
    
    87
    
    
    
    434Accrued wages and health benefits
    
    
    3,581
    
    
    
    5,982Accrued interest
    
    
    4,356
    
    
    
    4,179Other accrued liabilities
    
    
    5,033
    
    
    
    7,088Total current liabilities
    
    
    41,928
    
    
    
    76,330Long-term debt
    
    
    163,594
    
    
    
    140,821Deferred income taxes
    
    
    37,510
    
    
    
    36,231Long-term capital leases
    
    
    275
    
    
    
    979Asset retirement obligation
    
    
    415
    
    
    
    428Stockholders Equity:Preferred stock, non-voting, par $0.01 per share, 10,000,000 shares authorized
Series A 4% Convertible Preferred stock, non-voting, 75,000 shares issued at
December 31, 2009 (liquidation preference $75 million)
    
    
    1
    
    
    
    1Common stock, voting, par $0.01 per share, 70,000,000 shares authorized, 30,688,137
and 30,810,591 shares issued at December 31, 2009 and June 30, 2010
    
    
    305
    
    
    
    307Additional paid-in-capital
    
    
    301,103
    
    
    
    303,051Retained earnings
    
    
    25,022
    
    
    
    20,924Total stockholders equity
    
    
    326,431
    
    
    
    324,283Total liabilities and stockholders equity
    
    $
    570,153
    
    
    $
    579,072
  1




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2010
    
    
    2009
    
    
    2010(in thousands, except per share data)Revenue
    
    $
    90,492
    
    
    $
    176,001
    
    
    $
    212,773
    
    
    $
    299,341Cost of revenue
    
    
    102,636
    
    
    
    150,672
    
    
    
    227,956
    
    
    
    272,767Gross profit (loss)
    
    
    (12,144
    )
    
    
    25,329
    
    
    
    (15,183
    )
    
    
    26,574Selling, general and administrative expenses
    
    
    13,948
    
    
    
    12,341
    
    
    
    30,003
    
    
    
    23,997Goodwill impairment
    
    
    33,155
    
    
    
    
    
    
    
    33,155
    
    
    
    Operating income (loss)
    
    
    (59,247
    )
    
    
    12,988
    
    
    
    (78,341
    )
    
    
    2,577Interest expense
    
    
    3,150
    
    
    
    2,848
    
    
    
    6,326
    
    
    
    5,750Other income (expense), net
    
    
    109
    
    
    
    (258
    )
    
    
    (84
    )
    
    
    (122
    )Income (loss) before income taxes
    
    
    (62,288
    )
    
    
    9,882
    
    
    
    (84,751
    )
    
    
    (3,295
    )Income taxes (benefit)Current
    
    
    (5,865
    )
    
    
    
    
    
    
    (18,151
    )
    
    
    Deferred
    
    
    (18,511
    )
    
    
    3,828
    
    
    
    (13,977
    )
    
    
    (697
    )(24,376
    )
    
    
    3,828
    
    
    
    (32,128
    )
    
    
    (697
    )Net income (loss) before dividends on preferred stock
    
    $
    (37,912
    )
    
    $
    6,054
    
    
    $
    (52,623
    )
    
    $
    (2,598
    )Dividends on preferred stock
    
    
    (750
    )
    
    
    (750
    )
    
    
    (1,500
    )
    
    
    (1,500
    )Net income (loss) available to common stockholders
    
    $
    (38,662
    )
    
    $
    5,304
    
    
    $
    (54,123
    )
    
    $
    (4,098
    )Earnings (loss) per common share:Basic
    
    $
    (1.66
    )
    
    $
    0.18
    
    
    $
    (2.33
    )
    
    $
    (0.14
    )Fully diluted
    
    $
    (1.66
    )
    
    $
    0.18
    
    
    $
    (2.33
    )
    
    $
    (0.14
    )Weighted average shares outstanding  basic
    
    
    23,221,080
    
    
    
    30,205,013
    
    
    
    23,213,064
    
    
    
    30,195,747Weighted average shares outstanding  diluted
    
    
    26,221,080
    
    
    
    33,259,336
    
    
    
    26,213,064
    
    
    
    33,345,109
  2




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)
 Preferred
    
    
    Common
    
    
    Additional
    
    
    RetainedStock
    
    
    Stock
    
    
    Paid-in
    
    
    Earnings
    
    
    Total(in thousands)BALANCE, 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
    
    
    $
    285,043BALANCE, DECEMBER 31, 2009
    
    $
    1
    
    
    $
    305
    
    
    $
    301,103
    
    
    $
    25,022
    
    
    $
    326,431Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,598
    )
    
    
    (2,598
    )Issuance of restricted stock awards
    
    
    
    
    
    
    2
    
    
    
    204
    
    
    
    
    
    
    
    206Restricted stock retired/forfeited
    
    
    
    
    
    
    
    
    
    
    (321
    )
    
    
    
    
    
    
    (321
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    2,065
    
    
    
    
    
    
    
    2,065Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,500
    )
    
    
    (1,500
    )BALANCE, JUNE 30, 2010
    
    $
    1
    
    
    $
    307
    
    
    $
    303,051
    
    
    $
    20,924
    
    
    $
    324,283
  3




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Six months ended June 30,2009
    
    
    2010(in thousands)Cash flows from operations:Net loss
    
    $
    (52,623
    )
    
    $
    (2,598
    )Adjustments to reconcile net loss to net cash provided by operations:Deferred income taxes
    
    
    (13,977
    )
    
    
    (697
    )Depreciation, amortization and accretion
    
    
    35,476
    
    
    
    40,173Provision for bad debts
    
    
    1,412
    
    
    
    2,731Goodwill impairment
    
    
    33,155
    
    
    
    Loss on disposal of equipment
    
    
    139
    
    
    
    190Stock based compensation
    
    
    1,471
    
    
    
    2,065Changes in assets and liabilities:Trade accounts receivable
    
    
    37,218
    
    
    
    (72,420
    )Advance on materials for future delivery
    
    
    1,237
    
    
    
    1,126Inventory
    
    
    1,356
    
    
    
    (4,186
    )Prepaid expenses and other assets
    
    
    849
    
    
    
    38Income tax receivable
    
    
    (18,451
    )
    
    
    34,727Accounts payable
    
    
    (21,275
    )
    
    
    27,901Advance payments on servicing contracts
    
    
    (125
    )
    
    
    347Accrued wages and health benefits
    
    
    (1,310
    )
    
    
    2,401Other accrued liabilities
    
    
    52
    
    
    
    1,878Net cash provided by operations
    
    
    4,604
    
    
    
    33,676Cash flows from investing:Expenditure for property, plant and equipment, net of construction
payables
    
    
    (17,811
    )
    
    
    (10,118
    )Acquisition of businesses, net of cash acquired
    
    
    (1,928
    )
    
    
    Proceeds (expenditures) for other assets
    
    
    (222
    )
    
    
    433Proceeds from sale of property, plant and equipment
    
    
    2,427
    
    
    
    2,579Net cash used in investing
    
    
    (17,534
    )
    
    
    (7,106
    )Cash flows from financing:Principal payments on long-term debt
    
    
    (101,679
    )
    
    
    (91,244
    )Proceeds from long-term borrowings
    
    
    123,106
    
    
    
    68,471Issuance/retirement of restricted stock, net
    
    
    80
    
    
    
    (115
    )Payment on capital lease obligations
    
    
    (555
    )
    
    
    (548
    )Payment of preferred dividends
    
    
    (1,500
    )
    
    
    (1,500
    )Net cash provided by (used in) financing
    
    
    19,452
    
    
    
    (24,936
    )Net increase in cash and cash equivalents
    
    
    6,522
    
    
    
    1,634Cash and cash equivalents, beginning of period
    
    
    1,637
    
    
    
    25Cash and cash equivalents, end of period
    
    $
    8,159
    
    
    $
    1,659Supplemental disclosure of cash flow data:Interest paid
    
    $
    4,376
    
    
    $
    5,899Income taxes paid (received)
    
    
    299
    
    
    
    (34,726
    )
  4




---



##### Table of Contents



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
  Trade Accounts Receivable
  5




---



##### Table of Contents



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




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Inventories
  Insurance Expense
  Income Taxes
   Asset Retirement Obligations
  Fair Value of Financial Instruments
 Fair Value Measurements,
 7




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
   Level 1quoted prices in active markets for identical assets or liabilities;Level 2quoted prices in active markets for similar assets and liabilities and
inputs that are observable for the asset or liability; orLevel 3unobservable inputs for the asset or liability, such as discounted cash flow
models or valuations.
   Acquisitions
  Goodwill and Intangible Assets
    8




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    Valuation of Finite-Lived Intangible and Tangible Assets
   Concentration of Credit Risk
  Stock Based Compensation
  9




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Weighted Average Shares Outstanding
    Reclassification
  3. Business Combinations
   10




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  4. Property, Plant and Equipment
  December 31,
    
    
    June 30,2009
    
    
    2010(in thousands)Property, Plant and Equipment:Land
    
    $
    453
    
    
    $
    453Building and improvements
    
    
    19,647
    
    
    
    19,891Equipment and vehicles
    
    
    540,050
    
    
    
    549,556Disposal wells and equipment
    
    
    8,705
    
    
    
    8,705Construction in progress
    
    
    9,305
    
    
    
    8,450578,160
    
    
    
    587,055Accumulated depreciation
    
    
    (168,608
    )
    
    
    (206,102
    )Total property, plant and equipment, net
    
    $
    409,552
    
    
    $
    380,953
 5. Short and Long-term Obligations
 Debt
   11




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
   December 31,
    
    
    June 30,2009
    
    
    2010Credit Facility with interest rates
at either LIBOR plus a spread of 4.0% or
the prime lending rate plus a spread of
2.0% due March 2013, collateralized by
cash, investment property, accounts
receivable, inventory, intangibles and
equipment
    
    $
    82,689
    
    
    $
    60,000Second 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
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
    
    
    995
    
    
    
    938Notes payable to sellers with nominal
interest rates due through December 2010,
collateralized by specific buildings and
equipment
    
    
    36
    
    
    
    9163,720
    
    
    
    140,947Less  Payments due within one year
    
    
    126
    
    
    
    126Total
    
    $
    163,594
    
    
    $
    140,821
  Capital Lease Obligations
   Due in 1 year
    
    $
    819Due in 2 years
    
    
    1,056Total minimum payments
    
    
    1,875Less amounts representing interest
    
    
    252Total obligation under capital leases
    
    
    1,623Less current portion
    
    
    644Long-term portion
    
    $
    979
 12




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 6. Stockholders equity
 Common Stock
    Preferred Stock
   Dividends
   Liquidation Preference
  13




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Redemption
  Voting Rights
  Conversion
  Stock Incentive Plan
    14




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Percentage of Total Number of Restricted SharesNumber of Full Years
    
    as to Which Forfeiture Restrictions LapseLess than 1 year
    
    
    0
    %1 year
    
    
    15
    %2 years
    
    
    30
    %3 years
    
    
    45
    %4 years
    
    
    60
    %5 years or more
    
    
    100
    %
  Weighted AverageGrant Date FairNumber of shares
    
    
    Value Per ShareNonvested at December 31, 2008
    
    
    463,086
    
    
    $
    22.97Granted
    
    
    195,750
    
    
    
    8.94Vested
    
    
    (73,570
    )
    
    
    24.88Forfeited
    
    
    (67,995
    )
    
    
    17.69Retired
    
    
    (9,216
    )
    
    
    25.51Nonvested at December 31, 2009
    
    
    508,055
    
    
    
    17.95Granted
    
    
    205,900
    
    
    
    17.74Vested
    
    
    (77,081
    )
    
    
    17.62Forfeited
    
    
    (40,118
    )
    
    
    14.44Retired
    
    
    (15,888
    )
    
    
    17.62Nonvested at June 30, 2010
    
    
    580,868
    
    
    $
    18.17
  7. Income Taxes
  15




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Period Ended June 30, 2009
    
    
    Period Ended June 30, 2010Three Months
    
    
    Six Months
    
    
    Three Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedCurrent:State and local
    
    $
    (718
    )
    
    $
    (1,518
    )
    
    $
    
    
    
    $
    U.S. federal
    
    
    (5,147
    )
    
    
    (16,633
    )
    
    
    
    
    
    
    Total current
    
    
    (5,865
    )
    
    
    (18,151
    )
    
    
    Deferred:State and local
    
    
    (2,302
    )
    
    
    (2,187
    )
    
    
    481
    
    
    
    U.S. federal
    
    
    (16,209
    )
    
    
    (11,790
    )
    
    
    3,347
    
    
    
    (697
    )Total deferred
    
    
    (18,511
    )
    
    
    (13,977
    )
    
    
    3,828
    
    
    
    (697
    )Provision (benefit)
for income tax
expense
    
    $
    (24,376
    )
    
    $
    (32,128
    )
    
    $
    3,828
    
    
    $
    (697
    )
  December 31,
    
    
    June 30,2009
    
    
    2010(in thousands)Deferred tax assets:Restricted stock
    
    $
    1,464
    
    
    $
    1,108Accrued expenses and other
    
    
    1,330
    
    
    
    1,478Net operating loss carry forward
    
    
    22,360
    
    
    
    24,803Allowance for doubtful accounts receivable
    
    
    2,227
    
    
    
    2,055Total deferred tax assets
    
    
    27,381
    
    
    
    29,444Deferred tax liabilities:Depreciation differences on property, plant and equipment
    
    
    (60,688
    )
    
    
    (62,054
    )Total deferred tax liabilities
    
    
    (60,688
    )
    
    
    (62,054
    )Net deferred taxes
    
    $
    (33,307
    )
    
    $
    (32,610
    )
  Period Ended June 30, 2009
    
    
    Period Ended June 30, 2010Three Months
    
    
    Six Months
    
    
    Three Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedFederal statutory tax rate
    
    
    (35
    )%
    
    
    (35
    )%
    
    
    35
    %
    
    
    (35
    )%Impact of vesting of restricted stock
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    17State income taxes
    
    
    (3
    )
    
    
    (3
    )
    
    
    3
    
    
    
    Other
    
    
    (2
    )
    
    
    (1
    )
    
    
    1
    
    
    
    (3
    )Effective income tax rate
    
    
    (39
    )%
    
    
    (38
    )%
    
    
    39
    %
    
    
    (21
    )%
  16




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  8. 401(k) Plan
  9. Related-Party Transactions
      10. Business Segment Information
   17




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    Three Months Ended June 30, 2010Technical
    
    
    FluidServices
    
    
    Logistics
    
    
    Corporate
    
    
    Total(in thousands)Net revenue
    
    $
    170,414
    
    
    $
    5,587
    
    
    $
    
    
    
    $
    176,001Depreciation,
amortization and
accretion
    
    $
    18,789
    
    
    $
    1,395
    
    
    $
    203
    
    
    $
    20,387Operating income (loss)
    
    $
    18,764
    
    
    $
    (977
    )
    
    $
    (4,799
    )
    
    $
    12,988Capital expenditures
    
    $
    4,642
    
    
    $
    
    
    
    $
    46
    
    
    $
    4,688Segment assets as of
June 30, 2010
    
    $
    532,879
    
    
    $
    38,907
    
    
    $
    7,286
    
    
    $
    579,072
 Three Months Ended June 30, 2009Technical
    
    
    FluidServices
    
    
    Logistics
    
    
    Corporate
    
    
    Total(in thousands)Net revenue
    
    $
    85,901
    
    
    $
    4,591
    
    
    $
    
    
    
    $
    90,492Depreciation,
amortization and
accretion
    
    $
    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
 Six Months Ended June 30, 2010Technical
    
    
    FluidServices
    
    
    Logistics
    
    
    Corporate
    
    
    Total(in thousands)Net revenue
    
    $
    288,761
    
    
    $
    10,580
    
    
    $
    
    
    
    $
    299,341Depreciation,
amortization and
accretion
    
    $
    37,050
    
    
    $
    2,792
    
    
    $
    331
    
    
    $
    40,173Operating income (loss).
    
    $
    13,552
    
    
    $
    (2,184
    )
    
    $
    (8,791
    )
    
    $
    2,577Capital expenditures
    
    $
    10,061
    
    
    $
    
    
    
    $
    57
    
    
    $
    10,118As of June 30, 2010
segment assets
    
    $
    532,879
    
    
    $
    38,907
    
    
    $
    7,286
    
    
    $
    579,072
 18




---



##### 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,
amortization and
accretion
    
    $
    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
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2010
    
    
    2009
    
    
    2010(in thousands)Segment operating
income (loss)
    
    $
    (59,247
    )
    
    $
    12,988
    
    
    $
    (78,341
    )
    
    $
    2,577Interest expense
    
    
    3,150
    
    
    
    2,848
    
    
    
    6,326
    
    
    
    5,750Other income (expense), net
    
    
    109
    
    
    
    (258
    )
    
    
    (84
    )
    
    
    (122
    )Income taxes
    
    
    (24,376
    )
    
    
    3,828
    
    
    
    (32,128
    )
    
    
    (697
    )Net income (loss)
    
    $
    (37,912
    )
    
    $
    6,054
    
    
    $
    (52,623
    )
    
    $
    (2,598
    )
 11. Commitments and Contingencies
      12. Fair Value of Financial Instruments
  19




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    13. Guarantees of Securities Registered
  14. Subsequent Events
  
    
    the total capacity under the Credit Facility was temporarily increased by $15.0 million
to $90.0 million. On December 31, 2010, the temporary increase in the Credit Facility
capacity will expire; and
    
    the financial covenants in the Credit Agreement were revised such that Superiors
required maximum capital expenditures was increased from $6.0 million per quarter to $10
million per quarter commencing in the quarter ending as of June 30, 2010; and
    
    the letter of credit sublimit was reduced from $25.0 million to $12.5 million; and
    
    the financial covenants were revised such that Superiors required minimum quarterly
EBITDA must not be less than: $6.0 million, $7.5 million and $10.0 million for the second,
third and fourth quarters of 2010, respectively.All other material terms remain the same.
   20




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
   21




---



##### 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 from 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 sustained 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;
    
    a weakening in the credit and capital markets and lack of credit availability or other
access to capital;
    
    our inability to comply with the financial and other covenants in our debt agreements as
a result of reduced revenues and financial performance or our inability to raise sufficient
funds through assets sales or equity issuances;
    
    overcapacity and competition in our industry;
    
    unanticipated costs, delays and other difficulties in executing our long-term growth
strategy;
    
    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




---



##### Table of Contents



Overview
   Recent Developments
     23




---



##### Table of Contents



Services Offered
  Period Ended June 30, 2009
    
    
    Period Ended June 30, 2010Three Months Ended
    
    
    Six Months Ended
    
    
    Three Months Ended
    
    
    Six Months EndedRevenue:Technical services
    
    $
    85,901
    
    
    $
    199,175
    
    
    $
    170,414
    
    
    $
    288,761Fluid Logistic services
    
    
    4,591
    
    
    
    13,598
    
    
    
    5,587
    
    
    
    10,580Total revenue
    
    $
    90,492
    
    
    $
    212,773
    
    
    $
    176,001
    
    
    $
    299,341
  Technical Services
 Technical Pumping Services
  24




---



##### Table of Contents



Completion, Production and Rental Tool Services
  Down-Hole Surveying Services
  Fluid Logistics Services
  How We Generate Our Revenue
   25




---



##### Table of Contents



How We Evaluate Our Operations
  Operating Income per Operating Region
 ,
  Material and Labor Expenses as a Percentage of Revenue
  26




---



##### Table of Contents



Selling, General and Administrative Expenses as a Percentage of Revenue
  Adjusted EBITDA
  
    
    it is widely used by investors in our industry to measure a companys operating
performance without regard to items such as interest expense, depreciation and
amortization, which can vary substantially from company to company depending upon
accounting methods and book value of assets, capital structure and the method by which the
assets were acquired; and
    
    it helps investors more meaningfully evaluate and compare the results of our operations
from period to period by removing the impact of our capital structure and asset base from
our operating results.
  
    
    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 our credit
facility;
 27




---



##### Table of Contents




    
    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
  Customer Satisfaction
  Safety Performance
  28




---



##### Table of Contents



Our Industry and Business Outlook
     Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2010
    
    
    %Change
    
    
    2009
    
    
    2010
    
    
    %ChangeAverage rig count (1)Crude Oil
    
    
    196
    
    
    
    536
    
    
    
    173.5
    %
    
    
    237
    
    
    
    495
    
    
    
    108.9
    %Natural gas
    
    
    729
    
    
    
    957
    
    
    
    31.3
    
    
    
    891
    
    
    
    921
    
    
    
    3.4Total U.S. land rigs
    
    
    925
    
    
    
    1,493
    
    
    
    61.4
    %
    
    
    1,128
    
    
    
    1,416
    
    
    
    25.5
    %Commodity prices (avg.):Crude Oil (West Texas Intermediate)
    
    $
    59.62
    
    
    $
    78.03
    
    
    
    30.9
    %
    
    $
    51.35
    
    
    $
    78.37
    
    
    
    52.6
    %Natural gas (Henry Hub)
    
    
    3.36
    
    
    
    3.88
    
    
    
    15.5
    %
    
    
    3.96
    
    
    
    4.53
    
    
    
    14.4
    %
 
 (1)
    
    Estimate of activity as measured by Baker Hughes Inc. for average active U.S. land drilling
rigs for the 3 and 6 months ended June 30, 2009 and 2010. Our Long-term Growth Strategy
  29




---



##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,Region
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010Appalachian
    
    $
    28,037
    
    
    
    31.0
    %
    
    $
    50,928
    
    
    
    29.0
    %
    
    $
    58,611
    
    
    
    27.6
    %
    
    $
    80,915
    
    
    
    27.0
    %Southeast
    
    
    12,077
    
    
    
    13.4
    
    
    
    26,966
    
    
    
    15.3
    
    
    
    33,480
    
    
    
    15.7
    
    
    
    49,353
    
    
    
    16.5Southwest
    
    
    27,085
    
    
    
    29.9
    
    
    
    37,150
    
    
    
    21.1
    
    
    
    63,397
    
    
    
    29.8
    
    
    
    67,609
    
    
    
    22.6Rocky Mountain
    
    
    2,277
    
    
    
    2.5
    
    
    
    25,380
    
    
    
    14.4
    
    
    
    10,296
    
    
    
    4.8
    
    
    
    42,114
    
    
    
    14.1Mid-Continent
    
    
    21,016
    
    
    
    23.2
    
    
    
    35,577
    
    
    
    20.2
    
    
    
    46,989
    
    
    
    22.1
    
    
    
    59,350
    
    
    
    19.8Total
    
    $
    90,492
    
    
    
    100.0
    %
    
    $
    176,001
    
    
    
    100.0
    %
    
    $
    212,773
    
    
    
    100.0
    %
    
    $
    299,341
    
    
    
    100.0
    %
   Our Results of Operations
  Results for the three and six months ended June 30, 2009 and 2010
  30




---



##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2010
    
    
    2009
    
    
    2010Revenues:Technical pumping services
    
    $
    77,113
    
    
    
    85.2
    %
    
    
    161,632
    
    
    
    91.9
    %
    
    $
    180,188
    
    
    
    84.7
    %
    
    
    271,607
    
    
    
    90.7
    %Down-hole surveying services
    
    
    5,403
    
    
    
    6.0
    
    
    
    6,414
    
    
    
    3.6
    
    
    
    11,805
    
    
    
    5.5
    
    
    
    12,212
    
    
    
    4.1Completion services
    
    
    3,385
    
    
    
    3.7
    
    
    
    2,368
    
    
    
    1.3
    
    
    
    7,182
    
    
    
    3.4
    
    
    
    4,942
    
    
    
    1.7Total Technical Services
    
    
    85,901
    
    
    
    94.9
    
    
    
    170,414
    
    
    
    96.8
    
    
    
    199,175
    
    
    
    93.6
    
    
    
    288,761
    
    
    
    96.5Fluid Logistics
    
    
    4,591
    
    
    
    5.1
    
    
    
    5,587
    
    
    
    3.2
    
    
    
    13,598
    
    
    
    6.4
    
    
    
    10,580
    
    
    
    3.5Total revenue
    
    
    90,492
    
    
    
    100.0
    
    
    
    176,001
    
    
    
    100.0
    
    
    
    212,773
    
    
    
    100.0
    
    
    
    299,341
    
    
    
    100.0Expenses:Cost of revenue
    
    
    102,636
    
    
    
    113.4
    
    
    
    150,672
    
    
    
    85.6
    
    
    
    227,956
    
    
    
    107.1
    
    
    
    272,767
    
    
    
    91.1Selling general and administrative
expenses
    
    
    13,948
    
    
    
    15.4
    
    
    
    12,341
    
    
    
    7.0
    
    
    
    30,003
    
    
    
    14.1
    
    
    
    23,997
    
    
    
    8.0Goodwill impairment
    
    
    33,155
    
    
    
    36.6
    
    
    
    
    
    
    
    0.0
    
    
    
    33,155
    
    
    
    15.6
    
    
    
    
    
    
    
    0.0Total expense
    
    
    149,739
    
    
    
    165.5
    
    
    
    163,013
    
    
    
    92.6
    
    
    
    291,114
    
    
    
    136.8
    
    
    
    296,764
    
    
    
    99.1Operating income (loss)
    
    $
    (59,247
    )
    
    
    (65.5
    )%
    
    
    12,988
    
    
    
    7.4
    %
    
    $
    (78,341
    )
    
    
    (36.8
    )%
    
    
    2,577
    
    
    
    0.9
    %
 Revenue
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,$
    
    
    %
    
    
    
    
    
    
    
    
    
    
    $
    
    
    %2009
    
    
    2010
    
    
    change
    
    
    change
    
    
    2009
    
    
    2010
    
    
    change
    
    
    changeRevenues by service typeStimulation
    
    $
    60,852
    
    
    $
    131,427
    
    
    $
    70,575
    
    
    
    116.0
    %
    
    $
    140,357
    
    
    $
    224,220
    
    
    $
    83,863
    
    
    
    59.7
    %Cementing
    
    
    10,858
    
    
    
    19,823
    
    
    
    8,965
    
    
    
    82.6
    
    
    
    27,453
    
    
    
    32,566
    
    
    
    5,113
    
    
    
    18.6Nitrogen
    
    
    5,403
    
    
    
    10,382
    
    
    
    4,979
    
    
    
    92.2
    
    
    
    12,378
    
    
    
    14,821
    
    
    
    2,443
    
    
    
    19.7Technical pumping services
    
    
    77,113
    
    
    
    161,632
    
    
    
    84,519
    
    
    
    109.6
    
    
    
    180,188
    
    
    
    271,607
    
    
    
    91,419
    
    
    
    50.7Down-hole surveying services
    
    
    5,403
    
    
    
    6,414
    
    
    
    1,011
    
    
    
    18.7
    
    
    
    11,805
    
    
    
    12,212
    
    
    
    407
    
    
    
    3.4Completion services
    
    
    3,385
    
    
    
    2,368
    
    
    
    (1,017
    )
    
    
    (30.0
    )
    
    
    7,182
    
    
    
    4,942
    
    
    
    (2,240
    )
    
    
    (31.2
    )Total Technical Services
    
    
    85,901
    
    
    
    170,414
    
    
    
    84,513
    
    
    
    98.4
    
    
    
    199,175
    
    
    
    288,761
    
    
    
    89,586
    
    
    
    45.0Fluid logistics
    
    
    4,591
    
    
    
    5,587
    
    
    
    996
    
    
    
    21.7
    
    
    
    13,598
    
    
    
    10,580
    
    
    
    (3,018
    )
    
    
    (22.2
    )Total revenue
    
    $
    90,492
    
    
    $
    176,001
    
    
    $
    85,509
    
    
    
    94.5
    %
    
    $
    212,773
    
    
    $
    299,341
    
    
    $
    86,568
    
    
    
    40.7
    %
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,$
    
    
    %
    
    
    
    
    
    
    
    
    
    
    $
    
    
    %2009
    
    
    2010
    
    
    change
    
    
    change
    
    
    2009
    
    
    2010
    
    
    change
    
    
    changeRegionAppalachian
    
    $
    28,037
    
    
    $
    50,928
    
    
    $
    22,891
    
    
    
    81.6
    %
    
    $
    58,611
    
    
    $
    80,915
    
    
    $
    22,304
    
    
    
    38.1
    %Southeast
    
    
    12,077
    
    
    
    26,966
    
    
    
    14,889
    
    
    
    123.3
    
    
    
    33,480
    
    
    
    49,353
    
    
    
    15,873
    
    
    
    47.4Southwest
    
    
    27,085
    
    
    
    37,150
    
    
    
    10,065
    
    
    
    37.2
    
    
    
    63,397
    
    
    
    67,609
    
    
    
    4,212
    
    
    
    6.6Rocky Mountain
    
    
    2,277
    
    
    
    25,380
    
    
    
    23,103
    
    
    
    1,014.6
    
    
    
    10,296
    
    
    
    42,114
    
    
    
    31,818
    
    
    
    309.0Mid-Continent
    
    
    21,016
    
    
    
    35,577
    
    
    
    14,561
    
    
    
    69.3
    
    
    
    46,989
    
    
    
    59,350
    
    
    
    12,361
    
    
    
    26.3Total
    
    $
    90,492
    
    
    $
    176,001
    
    
    $
    85,509
    
    
    
    94.5
    %
    
    $
    212,773
    
    
    $
    299,341
    
    
    $
    86,568
    
    
    
    40.7
    %
 31




---



##### Table of Contents



Results for the Three Months Ended June 30, 2009 and 2010
  Results for the Six Months Ended June 30, 2009 and 2010
  Cost of Revenue
 Results for the Three Months Ended June 30, 2009 and 2010
  Results for the Six Months Ended June 30, 2009 and 2010
  32




---



##### Table of Contents



Selling, General and Administrative Expenses (SG&A)
 Results for the Three Months Ended June 30, 2009 and 2010
  Results for the Six Months Ended June 30, 2009 and 2010
  Goodwill Impairment
 Results for the Three and Six Month Periods Ended June 30, 2009 and 2010
  Operating Income Loss and Adjusted EBITDA
 Results for the Three Months ended June 30, 2009 and 2010
  Results for the Six Months Ended June 30, 2009 and 2010
  33




---



##### Table of Contents



Liquidity
and Capital Resources
 General
   Financial Condition and Cash Flows
 Financial Condition
  Cash Flows from Operations
  Six Months Ended June 30,2009
    
    
    2010Net cash
provided by operations
    
    $
    4,604
    
    
    $
    33,676Net cash used in investing
    
    
    (17,534
    )
    
    
    (7,106
    )Net cash
provided (used in) by financing
    
    
    19,452
    
    
    
    (24,936
    )Change in cash and cash equivalents
    
    $
    6,522
    
    
    $
    1,634
  34




---



##### 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 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.
   Off-Balance Sheet Arrangements
  Description of Our Indebtedness
  35




---



##### Table of Contents




    
    the sale of our fluid logistics services business is now a permitted asset sale;
 
    
    the total commitment under our credit facility was temporarily increased to $90.0
million, which amount will be further reduced by (i) $15.0 million on December 31, 2010 and
(ii) by an additional $25.0 million upon the sale of our fluid logistics services business;
 
    
    the maximum capital expenditures financial covenant was revised to increase the limit on
maximum capital expenditures from $6.0 million per fiscal quarter to $10.0 million per
fiscal quarter commencing with the fiscal quarter ending as of June 30, 2010 through the
fiscal quarter ending as of March 31, 2011;
 
    
    the definition of borrowing base was amended to consist of 80% of eligible accounts
receivable plus 20% of the net book value of property, plant and equipment, until such time
as the total commitment under the credit facility is reduced to $50.0 million; thereafter
the borrowing base will consist solely of 80% of eligible accounts receivable; and
 
    
    the financial covenants in the credit agreement were revised to require that our
required minimum quarterly EBITDA must not be less than: $0, $6.0 million, $7.5 million and
$10 million for the first, second, third and fourth quarters of 2010, respectively.
      
    
    make capital expenditures in excess of $6.0 million (which was increased to $10.0
million on July 16, 2010) per quarter through March 2011;
 
    
    incur additional debt or sell assets;
 
    
    make certain investments, loans and acquisitions;
 
    
    guarantee debt;
 
    
    grant liens;
 
    
    enter into transactions with affiliates; and
 
    
    engage in other lines of business.
 36




---



##### Table of Contents



Critical Accounting Policies
   Revenue Recognition
   Inventories
  Income Taxes
  37




---



##### Table of Contents



Property, Plant and Equipment
  Impairment of Long-Lived Assets
   
    
    changes in general economic conditions in regions in which we operate;
 
    
    the price of crude oil and natural gas;
 
    
    our ability to negotiate favorable sales arrangements; and
 
    
    competition from other service providers.
  Goodwill and Other Intangible Assets
  38




---



##### Table of Contents



Contingent Liabilities
  Insurance Expenses
  39




---



##### Table of Contents



Stock Based Compensation
  Impact of Inflation
  Non-GAAP Accounting Measures
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2010
    
    
    2009
    
    
    2010Reconciliation of Adjusted EBITDA to
Net Income (Loss):Net income (loss)
    
    $
    (37,912
    )
    
    $
    6,054
    
    
    $
    (52,623
    )
    
    $
    (2,598
    )Income tax expense (benefit)
    
    
    (24,376
    )
    
    
    3,828
    
    
    
    (32,128
    )
    
    
    (697
    )Interest expense
    
    
    3,150
    
    
    
    2,848
    
    
    
    6,326
    
    
    
    5,750Stock compensation expense
    
    
    734
    
    
    
    1,200
    
    
    
    1,471
    
    
    
    2,065Goodwill impairment
    
    
    33,155
    
    
    
    
    
    
    
    33,155
    
    
    
    Depreciation, amortization and accretion
    
    
    17,991
    
    
    
    20,387
    
    
    
    35,476
    
    
    
    40,173Adjusted EBITDA(1)
    
    $
    (7,258
    )
    
    $
    34,317
    
    
    $
    (8,323
    )
    
    $
    44,693
 
 (1)
    
    We define Adjusted EBITDA as net income (loss) before interest expense,
income tax expense, non-cash stock compensation expense, non-cash goodwill and intangible
impairment and depreciation, amortization and accretion expense. 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk.
  Interest Rate Risk
 Concentration of Credit Risk
 40




---



##### Table of Contents



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.
  
 Item 1A. Risk Factors
  41




---



##### Table of Contents



Item 2. Unregistered Sale of Equity Securities.
  
 Item 6. Exhibits.
  42




---



##### Table of Contents



SIGNATURES
  SUPERIOR WELL SERVICES, INC.
RegistrantDated: August 9, 2010
    By:
    /s/  Thomas W. StoelkThomas W. StoelkVice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer) 43




---



##### 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 (SEC
File No. 000-51435) filed on August 3, 2005).3.2
    
    Amended and Restated Bylaws (incorporated by reference
to Exhibit 3.2 to Form 8-K (SEC File No. 000-51435) 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 Superior Well Services, Inc. and the
stockholders signatory thereto (incorporated by reference to
Exhibit 10.1 to Form 8-K (SEC File No. 000-51435) filed on
August 3, 2005).4.3
    
    Form of Restricted Stock Agreement for Employees
without Employment Agreements (filed as Exhibit 4.1 to
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 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 Registration Statement on
Form S-8 (Registration No. 333-130615) filed on December 22,
2005).4.6
    
    Superior Well Services, Inc. Amended and Restated
Incentive Compensation Plan, effective May 4, 2010
(incorporated by reference to Exhibit 4.6 to Form 10-Q (SEC
File No. 000-51435) filed on May 6, 2010).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 Notes due 2013 (incorporated by
reference to Exhibit 4.1 to Form 8-K (SEC File No.
000-51435) filed on November 21, 2008).10.1
    
    Amended and Restated Employment Agreement between David
E. Wallace and Superior Well Services, Inc. dated September
15, 2008 (incorporated by reference to Exhibit 10.1 to Form
8-K (SEC File No. 000-51435) filed on September 18, 2008).10.2
    
    Amended and Restated Employment Agreement between Jacob
Linaberger and Superior Well Services, Inc. dated September
15, 2008 (incorporated by reference to Exhibit 10.2 to Form
8-K (SEC File No. 000-51435) filed on September 18, 2008).10.3
    
    Amended and Restated Employment Agreement between
Thomas W. Stoelk and Superior Well Services, Inc. dated
September 15, 2008 (incorporated by reference to Exhibit
10.4 to Form 8-K (SEC File No. 000-51435) filed on September
18, 2008).10.4
    
    Amended and Restated Employment Agreement between Rhys
R. Reese and Superior Well Services, Inc. dated September
15, 2008 (incorporated by reference to Exhibit 10.3 to Form
8-K (SEC File No. 000-51435) filed on September 18, 2008).




---



##### Table of Contents



10.5
    
    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 (SEC
File No. 000-51435) filed on August 3, 2005).10.6
    
    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 (SEC
File No. 000-51435) filed on August 3, 2005).10.7
    
    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 (SEC
File No. 000-51435) filed on August 3, 2005).10.8
    
    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 (SEC
File No. 000-51435) filed on August 3, 2005).10.9
    
    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 (SEC
File No. 000-51435) filed on August 3, 2005).10.10
    
    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 (SEC
File No. 000-51435) filed on August 3, 2005).10.11
    
    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 (SEC
File No. 000-51435) filed on August 3, 2005).10.12
    
    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 (SEC
File No. 000-51435) filed on August 3, 2005).10.13
    
    Indemnification Agreement between Anthony J. Mendicino
and Superior Well Services, Inc. dated August 30, 2005
(incorporated by reference to Exhibit 10.16 to Superiors
Quarterly Report on Form 10-Q (SEC File No. 000-51435) filed
on September 1, 2005).10.14
    
    Employment Agreement between Daniel Arnold and Superior
Well Services, Inc., dated May 14, 2007 (incorporated by
reference to Exhibit 10.1 to Superiors Quarterly Report on
Form 10-Q (SEC File No. 000-51435) filed on August 8, 2007).10.15
    
    Indemnification Agreement between Daniel Arnold and
Superior Well Services, Inc. dated May 14, 2007
(incorporated by reference to Exhibit 10.2 to Superiors
Quarterly Report on Form 10-Q (SEC File No. 000-51435) filed
on August 8, 2007).10.16
    
    Employment Agreement between Michal J. Seyman and
Superior Well Services Inc. dated December 21, 2009
(incorporated by reference to Exhibit 10.1 to Form 8-K (SEC
File No. 000-51435) filed on December 24, 2009).10.17
    
    Non-Employee Director Compensation Summary
(incorporated by reference to Exhibit 10.30 to Annual Report
on Form 10-K filed on March 11, 2008).10.18
    
    Agreement dated October 2, 2007 between U.S. Silica and
Superior Well Services, Inc. (incorporated by reference to
Exhibit 10.30 to Annual Report on Form 10-K (SEC File No.
000-51435) filed on March 11, 2008).10.19
    
    Revolving Credit Agreement among Superior Well Services
Inc., Lenders Party, Citizens Bank of Pennsylvania (as
Administrative Agent) and RBS Securities Corporation dated
as of September 30, 2008 (incorporated by reference to
Exhibit 10.1 to Form 8-K (SEC File No. 000-51435) filed on
October 3, 2008).




---



##### Table of Contents



10.20
    
    First Amendment to Credit Agreement by and among
Superior Well Services, Inc., the Lenders party thereto,
Citizens Bank of Pennsylvania, as Administrative Agent, and
RBS Securities, Inc., as Sole Lead Arranger (incorporated by
reference to Exhibit 10.1 to Form 8-K (SEC File No.
000-51435) filed on September 24, 2009).10.21
    
    Second Amendment to Credit Agreement by and among
Superior Well Services, Inc., the Lenders party thereto,
Citizens Bank of Pennsylvania, as Administrative Agent, and
RBS Securities, Inc., as Sole Lead Arranger (incorporated by
reference to Exhibit 10.1 to Form 8-K (SEC File No.
000-51435) filed on December 24, 2009).10.22
    
    Third Amendment to Credit Agreement by and among
Superior Well Services, Inc., the Lenders party thereto,
Citizens Bank of Pennsylvania, as Administrative Agent, and
RBS Securities, Inc., as Sole Lead Arranger (incorporated by
reference to Exhibit 10.1 to Form 8-K (SEC File No.
000-51435) filed on July 20, 2010).10.23
    
    Asset Purchase Agreement among Superior Well Services,
Inc., Superior Well Services, Ltd., Diamondback Holdings,
LLC and Diamondbacks Subsidiaries dated September 15, 2008
(incorporated by reference to Exhibit 10.1 to Form 8-K (SEC
File No. 000-51435) filed on September 18, 2008).10.24
    
    First Amendment to Asset Purchase Agreement entered
into by Superior Well Services, Inc. and Superior Well
Services, Ltd. and Diamondback Holdings, LLC and its
Subsidiaries on November 18, 2008 (incorporated by reference
to Exhibit 10.1 to Form 8-K (SEC File No. 000-51435) filed
on November 21, 2008).10.25
    
    Registration Rights Agreement dated November 18, 2008
among Superior Well Services, Inc., Designated Holders and
Diamondback Holdings, LLC (incorporated by reference to
Exhibit 10.2 to Form 8-K (SEC File No. 000-51435) filed on
November 21, 2008).10.26
    
    Sand Purchase Agreement dated October 10, 2008 among
Superior Well Services, Inc. and Preferred Rocks USS, Inc.
and U.S. Silica Company (incorporated by reference to
Exhibit 10.1 to Form 10-Q (SEC File No. 000-51435) filed on
November 4, 2008).10.27
    
    Amendment No. 1 to Sand Purchase Agreement among Superior
Well Services, Inc. and Preferred Rocks USS, Inc., dated
January 14, 2010.12.1
    
    Ratio of Earnings to Fixed Charges and Earnings to
Fixed Charges and Preference Securities Dividends21.1
    
    List of Subsidiaries23.1
    
    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 June 30,
2010 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,
2010 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,
2010 Quarterly Report on Form 10-Q.32.2**
    
    Sarbanes-Oxley Section 906 certification of Thomas W.
Stoelk for Superior Well Services, Inc. for the




---



##### Table of Contents



*
    
    Filed herewith.**
    
    Furnished herewith.
    
    Management contract or compensatory plan or arrangement.
    
    Portions of this exhibit were omitted pursuant to a request for confidential treatment. The
omitted portions were filed separately with the Securities and Exchange Commission.