##### 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 September 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(State or other jurisdiction of 
incorporation or organization)
    
    20-2535684(I.R.S. Employer
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)
    
    Smaller reporting company o
 o þ




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##### 



SUPERIOR WELL SERVICES, INC. QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009
  
 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
    
    
    41Item 4. Controls and Procedures
    
    
    41PART II  OTHER INFORMATION
    
    
    42Item 1. Legal Proceedings
    
    
    42Item 1A. Risk Factors
    
    
    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,
    
    
    September 30,2008
    
    
    2009(in thousands, except per share data)Current assets:Cash and cash equivalents
    
    $
    1,637
    
    
    $
    23Trade accounts receivable, net of allowance of $2,755 and $5,096, respectively
    
    
    104,549
    
    
    
    68,071Inventories
    
    
    27,781
    
    
    
    26,042Prepaid expenses and other current assets
    
    
    3,860
    
    
    
    2,330Assets held for sale
    
    
    1,440
    
    
    
    Advances on materials for future delivery
    
    
    3,732
    
    
    
    4,137Income taxes receivable
    
    
    1,934
    
    
    
    20,475Deferred income taxes
    
    
    3,746
    
    
    
    4,512Total current assets
    
    
    148,679
    
    
    
    125,590Property, plant and equipment, net
    
    
    453,990
    
    
    
    422,484Goodwill
    
    
    31,726
    
    
    
    Intangible assets, net of accumulated amortization of $2,953 and $4,701, respectively
    
    
    10,120
    
    
    
    8,061Deferred income taxes
    
    
    530
    
    
    
    30,181Other assets
    
    
    13,185
    
    
    
    12,284Total assets
    
    $
    658,230
    
    
    $
    598,600Current liabilities:Accounts and construction payable-trade
    
    $
    43,330
    
    
    $
    21,532Current portion of long-term obligations
    
    
    1,291
    
    
    
    2,311Advanced payments on servicing contracts
    
    
    405
    
    
    
    199Accrued wages and health benefits
    
    
    5,481
    
    
    
    4,705Other accrued liabilities
    
    
    10,370
    
    
    
    11,025Total current liabilities
    
    
    60,877
    
    
    
    39,772Long-term debt
    
    
    208,042
    
    
    
    227,275Deferred income taxes
    
    
    49,082
    
    
    
    57,618Long-term capital leases
    
    
    2,171
    
    
    
    311Asset retirement obligation
    
    
    443
    
    
    
    407Stockholders 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, 2008 (liquidation preference $75 million)
    
    
    1
    
    
    
    1Common stock, voting, par $0.01 per share, 70,000,000 shares authorized, 23,620,578
and 23,803,503 shares issued at December 31, 2008 and September 30, 2009
    
    
    236
    
    
    
    237Additional paid-in-capital
    
    
    229,741
    
    
    
    232,000Retained earnings
    
    
    107,637
    
    
    
    40,979Total stockholders equity
    
    
    337,615
    
    
    
    273,217Total liabilities and stockholders equity
    
    $
    658,230
    
    
    $
    598,600
  1




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three months ended September 30,
    
    
    Nine months ended September 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(in thousands, except per share data)Revenue
    
    $
    146,008
    
    
    $
    90,772
    
    
    $
    359,183
    
    
    $
    303,545Cost of revenue
    
    
    109,686
    
    
    
    95,491
    
    
    
    280,899
    
    
    
    323,447Gross profit (loss)
    
    
    36,322
    
    
    
    (4,719
    )
    
    
    78,284
    
    
    
    (19,902
    )Selling, general and
administrative expenses
    
    
    11,388
    
    
    
    11,418
    
    
    
    31,614
    
    
    
    41,421Goodwill and intangible impairment
    
    
    
    
    
    
    324
    
    
    
    
    
    
    
    33,479Operating income (loss)
    
    
    24,934
    
    
    
    (16,461
    )
    
    
    46,670
    
    
    
    (94,802
    )Interest expense
    
    
    466
    
    
    
    3,806
    
    
    
    876
    
    
    
    10,132Other income (expense), net
    
    
    246
    
    
    
    494
    
    
    
    (137
    )
    
    
    410Income (loss) before income taxes
    
    
    24,714
    
    
    
    (19,773
    )
    
    
    45,657
    
    
    
    (104,524
    )Income taxes (benefit)Current
    
    
    3,466
    
    
    
    (84
    )
    
    
    6,639
    
    
    
    (18,235
    )Deferred
    
    
    6,340
    
    
    
    (7,904
    )
    
    
    12,117
    
    
    
    (21,881
    )9,806
    
    
    
    (7,988
    )
    
    
    18,756
    
    
    
    (40,116
    )Net income (loss)
    
    $
    14,908
    
    
    $
    (11,785
    )
    
    $
    26,901
    
    
    $
    (64,408
    )Dividends on preferred stock
    
    
    
    
    
    
    (750
    )
    
    
    
    
    
    
    (2,250
    )Net income (loss) available to
common stockholders
    
    $
    14,908
    
    
    $
    (12,535
    )
    
    $
    26,901
    
    
    $
    (66,658
    )Earnings (loss) per common share:Basic
    
    $
    0.64
    
    
    $
    (0.54
    )
    
    $
    1.16
    
    
    $
    (2.87
    )Fully Diluted
    
    $
    0.64
    
    
    $
    (0.54
    )
    
    $
    1.16
    
    
    $
    (2.87
    )Weighted average shares
outstanding  basic
    
    
    23,153,687
    
    
    
    23,224,116
    
    
    
    23,149,220
    
    
    
    23,216,789Weighted average shares
outstanding  diluted
    
    
    23,321,011
    
    
    
    26,224,116
    
    
    
    23,306,924
    
    
    
    26,216,789
  2




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##### 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, 2007
    
    $
    
    
    
    $
    234
    
    
    $
    184,432
    
    
    $
    68,933
    
    
    $
    253,599Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,901
    
    
    
    26,901Issuance of restricted stock awards
    
    
    
    
    
    
    2
    
    
    
    141
    
    
    
    
    
    
    
    143Restricted stock retired/forfeited
    
    
    
    
    
    
    
    
    
    
    (231
    )
    
    
    
    
    
    
    (231
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,873
    
    
    
    
    
    
    
    1,873BALANCE, SEPTEMBER 30, 2008
    
    $
    
    
    
    $
    236
    
    
    $
    186,215
    
    
    $
    95,834
    
    
    $
    282,285BALANCE, DECEMBER 31, 2008
    
    $
    1
    
    
    $
    236
    
    
    $
    229,741
    
    
    $
    107,637
    
    
    $
    337,615Net loss
    
    
    
    
    
    
    
    
    
    

    
    
    
    (64,408
    )
    
    
    (64,408
    )Issuance of restricted stock awards
    
    
    
    
    
    
    2
    
    
    
    194
    
    
    

    
    
    
    196Restricted stock retired/forfeited
    
    
    
    
    
    
    (1
    )
    
    
    (141
    )
    
    

    
    
    
    (142
    )Share-based compensation
    
    
    
    
    
    

    
    
    
    2,206
    
    
    

    
    
    
    2,206Preferred stock dividends
    
    
    
    
    
    

    
    
    

    
    
    
    (2,250
    )
    
    
    (2,250
    )BALANCE, SEPTEMBER 30, 2009
    
    $
    1
    
    
    $
    237
    
    
    $
    232,000
    
    
    $
    40,979
    
    
    $
    273,217
  3




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine months ended September 30,2008
    
    
    2009(in thousands)Cash flows from operations:Net income (loss)
    
    $
    26,901
    
    
    $
    (64,408
    )Adjustments to reconcile net income (loss) to net cash provided by
operations:Deferred income taxes
    
    
    12,117
    
    
    
    (21,881
    )Depreciation, amortization and accretion
    
    
    28,554
    
    
    
    53,556Provision for bad debts
    
    
    617
    
    
    
    1,937Goodwill impairment
    
    
    
    
    
    
    33,479Loss on disposal of equipment
    
    
    179
    
    
    
    81Stock based compensation
    
    
    1,873
    
    
    
    2,206Changes in assets and liabilities:Trade accounts receivable
    
    
    (35,297
    )
    
    
    34,541Advance on materials for future delivery
    
    
    
    
    
    
    1,078Inventory
    
    
    (3,770
    )
    
    
    1,739Prepaid expenses and other assets
    
    
    (343
    )
    
    
    1,530Income tax receivable
    
    
    3,337
    
    
    
    (18,541
    )Accounts payable
    
    
    1,052
    
    
    
    (19,219
    )Advance payments on servicing contracts
    
    
    (70
    )
    
    
    (206
    )Accrued wages and health benefits
    
    
    3,591
    
    
    
    (776
    )Other accrued liabilities
    
    
    1,049
    
    
    
    655Net cash provided by operations
    
    
    39,790
    
    
    
    5,771Cash flows from investing:Expenditure for property, plant and equipment, net of construction
payables
    
    
    (75,519
    )
    
    
    (23,581
    )Acquisition of businesses, net of cash acquired
    
    
    (6,006
    )
    
    
    (1,928
    )Proceeds (expenditures) for other assets
    
    
    405
    
    
    
    (582
    )Proceeds from sale of property, plant and equipment
    
    
    1,568
    
    
    
    2,510Net cash used in investing
    
    
    (79,552
    )
    
    
    (23,581
    )Cash flows from financing:Principal payments on long-term debt
    
    
    (175,503
    )
    
    
    (133,948
    )Proceeds from long-term borrowings
    
    
    216,272
    
    
    
    153,181Issuance/retirement of restricted stock, net
    
    
    (88
    )
    
    
    54Payment on capital lease obligations
    
    
    
    
    
    
    (841
    )Payment of preferred dividends
    
    
    
    
    
    
    (2,250
    )Net cash provided by financing
    
    
    40,681
    
    
    
    16,196Net increase (decrease) in cash and cash equivalents
    
    
    919
    
    
    
    (1,614
    )Cash and cash equivalents, beginning of period
    
    
    5,510
    
    
    
    1,637Cash and cash equivalents, end of period
    
    $
    6,429
    
    
    $
    23Supplemental disclosure of cash flow data:Interest paid
    
    $
    905
    
    
    $
    7,058Income taxes paid
    
    
    3,302
    
    
    
    305
  4




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##### 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




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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
  Inventories
  Insurance Expense
  6




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Income Taxes
   Asset Retirement Obligations
  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
 7




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  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
    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
   Concentration of Credit Risk
  Share Based Compensation
  9




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Weighted Average Shares Outstanding
    Reclassification
  Accounting Standards Not Yet Adopted
   Effective Date of FASB
Statement No. 157
 10




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles, a Replacement of FASB Statement No.
162.
 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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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  4. Property, Plant and Equipment
  December 31,
    
    
    September 30,2008
    
    
    2009(in thousands)Property, Plant and Equipment:Land
    
    $
    453
    
    
    $
    453Building and improvements
    
    
    16,621
    
    
    
    18,973Equipment and vehicles
    
    
    500,101
    
    
    
    525,157Disposal wells and equipment
    
    
    8,764
    
    
    
    8,705Construction in progress
    
    
    28,065
    
    
    
    20,251554,004
    
    
    
    573,539Accumulated depreciation
    
    
    (100,014
    )
    
    
    (151,055
    )Total property, plant and equipment, net
    
    $
    453,990
    
    
    $
    422,484
 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,
    
    
    September 30,2008
    
    
    2009Credit 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
    
    $
    127,000
    
    
    $
    146,358Second 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
    
    
    1,109
    
    
    
    1,024Notes payable to sellers with nominal
interest rates due through December
2010, collateralized by specific
buildings and equipment
    
    
    90
    
    
    
    50208,199
    
    
    
    227,432Less  Payments due within one year
    
    
    157
    
    
    
    157Total
    
    $
    208,042
    
    
    $
    227,275
  Capital Lease Obligations
   Due in 1 year
    
    $
    2,267Due in 2 years
    
    
    151Due in 3 years
    
    
    178Total minimum payments
    
    
    2,596Less amounts representing interest
    
    
    131Total obligation under capital leases
    
    
    2,465Less current portion
    
    
    2,154Long-term portion
    
    $
    311
 6. Stockholders equity
 Common Stock
  13




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
     Preferred Stock
   Dividends
   Liquidation Preference
  14




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 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 Restricted Sharesas 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
    
    
    195,750
    
    
    
    8.94Vested
    
    
    (70,261
    )
    
    
    25.38Forfeited
    
    
    (55,010
    )
    
    
    17.35Retired
    
    
    (8,850
    )
    
    
    26.03Nonvested at September 30, 2009
    
    
    524,715
    
    
    $
    17.95
  7. Income Taxes
   Period Ended September 30, 2008
    
    
    Period Ended September 30, 2009Three Months
    
    
    Nine Months
    
    
    Three Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedCurrent:State and local
    
    $
    791
    
    
    $
    1,437
    
    
    $
    (48
    )
    
    $
    (1,566
    )U.S. federal
    
    
    2,675
    
    
    
    5,202
    
    
    
    (36
    )
    
    
    (16,669
    )Total current
    
    
    3,466
    
    
    
    6,639
    
    
    
    (84
    )
    
    
    (18,235
    )Deferred:State and local
    
    
    688
    
    
    
    1,710
    
    
    
    (1,163
    )
    
    
    (3,350
    )U.S. federal
    
    
    5,652
    
    
    
    10,407
    
    
    
    (6,741
    )
    
    
    (18,531
    )Total deferred
    
    
    6,340
    
    
    
    12,117
    
    
    
    (7,904
    )
    
    
    (21,881
    )Provision (benefit)
for income tax
expense
    
    $
    9,806
    
    
    $
    18,756
    
    
    $
    (7,988
    )
    
    $
    (40,116
    )
 16




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  December 31,
    
    
    September 30,2008
    
    
    2009(amounts in thousands)Deferred tax assets:Restricted stock
    
    $
    1,233
    
    
    $
    1,342Accrued expenses and other
    
    
    1,516
    
    
    
    1,577Alternative minimum tax
    
    
    505
    
    
    
    505Allowance for doubtful accounts receivable
    
    
    1,022
    
    
    
    1,866Net operating loss carryforward
    
    
    
    
    
    
    29,403Total deferred tax assets
    
    
    4,276
    
    
    
    34,693Deferred tax liabilities:Depreciation differences on property, plant and equipment
    
    
    (49,082
    )
    
    
    (57,618
    )Total deferred tax liabilities
    
    
    (49,082
    )
    
    
    (57,618
    )Net deferred taxes
    
    $
    (44,806
    )
    
    $
    (22,925
    )
  Period Ended September 30, 2008
    
    
    Period Ended September 30, 2009Three Months
    
    
    Nine Months
    
    
    Three Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedFederal statutory tax rate
    
    
    35
    %
    
    
    35
    %
    
    
    (35
    )%
    
    
    (35
    )%Impact of vesting of restricted stock
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    1State income taxes
    
    
    4
    
    
    
    4
    
    
    
    (4
    )
    
    
    (3
    )Other
    
    
    
    
    
    
    1
    
    
    
    (1
    )
    
    
    (1
    )Effective income tax rate
    
    
    40
    %
    
    
    41
    %
    
    
    (40
    )%
    
    
    (38
    )%
 8. 401(k) Plan
  9. Related-Party Transactions
   17




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    10. Commitments and Contingencies
      11. Business Segment Information
   18




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
   Three Months Ended September 30, 2009Technical
    
    FluidServices
    
    Logistics
    
    Corporate
    
    Total(in thousands)Net revenue
    
    $
    87,402
    
    
    $
    3,370
    
    
    $
    
    
    
    $
    90,772Depreciation,
amortization and
accretion
    
    $
    16,506
    
    
    $
    1,435
    
    
    $
    139
    
    
    $
    18,080Operating loss
    
    $
    (11,032
    )
    
    $
    (2,022
    )
    
    $
    (3,407
    )
    
    $
    (16,461
    )Capital expenditures
    
    $
    5,773
    
    
    $
    
    
    
    $
    31
    
    
    $
    5,804Segment assets as of September 30, 2009
    
    $
    550,361
    
    
    $
    42,466
    
    
    $
    5,773
    
    
    $
    598,600
 Three Months Ended September 30, 2008Technical
    
    FluidServices
    
    Logistics
    
    Corporate
    
    Total(in thousands)Net revenue
    
    $
    146,008
    
    
    $
    
    
    
    $
    
    
    
    $
    146,008Depreciation,
amortization and
accretion
    
    $
    10,381
    
    
    $
    
    
    
    $
    63
    
    
    $
    10,444Operating income (loss)
    
    $
    27,434
    
    
    $
    
    
    
    $
    (2,500
    )
    
    $
    24,934Capital expenditures
    
    $
    24,808
    
    
    $
    
    
    
    $
    67
    
    
    $
    24,875Segment
assets as of September 30, 2008
    
    $
    403,005
    
    
    $
    
    
    
    $
    10,905
    
    
    $
    413,910
 Nine Months Ended September 30, 2009Technical
    
    FluidServices
    
    Logistics
    
    Corporate
    
    Total(in thousands)Net revenue
    
    $
    286,578
    
    
    $
    16,967
    
    
    $
    
    
    
    $
    303,545Depreciation,
amortization and
accretion
    
    $
    48,845
    
    
    $
    4,302
    
    
    $
    409
    
    
    $
    53,556Operating loss
    
    $
    (70,072
    )
    
    $
    (13,622
    )
    
    $
    (11,108
    )
    
    $
    (94,802
    )Capital expenditures
    
    $
    23,302
    
    
    $
    10
    
    
    $
    269
    
    
    $
    23,581Segment
assets as of September 30, 2009
    
    $
    550,361
    
    
    $
    42,466
    
    
    $
    5,773
    
    
    $
    598,600
 19




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Nine Months Ended September 30, 2008Technical
    
    FluidServices
    
    Logistics
    
    Corporate
    
    Total(in thousands)Net revenue
    
    $
    359,183
    
    
    $
    
    
    
    $
    
    
    
    $
    359,183Depreciation,
amortization and
accretion
    
    $
    28,376
    
    
    $
    
    
    
    $
    178
    
    
    $
    28,554Operating income (loss)
    
    $
    53,960
    
    
    $
    
    
    
    $
    (7,290
    )
    
    $
    46,670Capital expenditures
    
    $
    75,370
    
    
    $
    
    
    
    $
    149
    
    
    $
    75,519Segment assets as of September 30, 2008
    
    $
    403,005
    
    
    $
    
    
    
    $
    10,905
    
    
    $
    413,910
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2008
    
    
    2009
    
    
    2008
    
    
    2009(in thousands)Segment operating
income (loss)
    
    $
    24,934
    
    
    $
    (16,461
    )
    
    $
    46,670
    
    
    $
    (94,802
    )Interest expense
    
    
    466
    
    
    
    3,806
    
    
    
    876
    
    
    
    10,132Other income (expense), net
    
    
    246
    
    
    
    494
    
    
    
    (137
    )
    
    
    410Income taxes (benefit)
    
    
    9,806
    
    
    
    (7,988
    )
    
    
    18,756
    
    
    
    (40,116
    )Net income (loss)
    
    $
    14,908
    
    
    $
    (11,785
    )
    
    $
    26,901
    
    
    $
    (64,408
    )
 12. Fair Value of Financial Instruments
    13. Guarantees of Securities Registered
  20




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 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 sustained or continued decrease in domestic spending by the oil and natural gas
exploration and production industry;
    
    a continued 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;
    
    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, 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 September 30, 2008
    
    
    Period Ended September 30, 2009Three Months
    
    
    Nine Months
    
    
    Three Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedRevenue:Technical services
    
    $
    146,008
    
    
    $
    359,183
    
    
    $
    87,402
    
    
    $
    286,578Fluid logistics services
    
    
    
    
    
    
    
    
    
    
    3,370
    
    
    
    16,967Total revenue
    
    $
    146,008
    
    
    $
    359,183
    
    
    $
    90,772
    
    
    $
    303,545
  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




---



##### Table of Contents



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




---



##### 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 our credit
facility;
    
    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
  26




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##### Table of Contents



Equipment Maintenance Performance
  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
  28




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##### Table of Contents



Our Results of Operations
   Three Months Ended
September 30,
    
    Nine Months Ended
September 30,2008
    
    2009
    
    %Change
    
    2008
    
    2009
    
    %ChangeAverage rig count 1Crude oil
    
    
    398
    
    
    
    270
    
    
    
    (32.2
    )%
    
    
    367
    
    
    
    248
    
    
    
    (32.4
    )%Natural gas
    
    
    1,571
    
    
    
    689
    
    
    
    (56.1
    )%
    
    
    1,494
    
    
    
    824
    
    
    
    (44.8
    )%Total U.S. land rigs
    
    
    1,969
    
    
    
    959
    
    
    
    (51.3
    )%
    
    
    1,861
    
    
    
    1,072
    
    
    
    (42.4
    )%Commodity prices (avg.):Crude oil (West Texas Intermediate)
    
    $
    117.98
    
    
    $
    68.86
    
    
    
    (41.6
    )%
    
    $
    113.29
    
    
    $
    57.19
    
    
    
    (49.5
    )%Natural gas (Henry Hub)
    
    
    9.05
    
    
    
    3.14
    
    
    
    (65.3
    )%
    
    
    9.67
    
    
    
    3.69
    
    
    
    (61.8
    )%
  
 1
    
    Estimate of activity as measured by Baker
Hughes Inc. for average active U.S. land drilling rigs for the three and nine
months September 30, 2008 and 2009. 29




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##### Table of Contents



Three Months Ended September 30,
    
    
    Nine Months Ended September 30,Region
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Appalachian
    
    $
    53,682
    
    
    
    36.8
    %
    
    $
    31,817
    
    
    
    35.0
    %
    
    $
    135,385
    
    
    
    37.7
    %
    
    $
    90,428
    
    
    
    29.8
    %Southeast
    
    
    23,418
    
    
    
    16.0
    
    
    
    16,600
    
    
    
    18.3
    
    
    
    62,978
    
    
    
    17.5
    
    
    
    50,080
    
    
    
    16.5Southwest
    
    
    21,190
    
    
    
    14.5
    
    
    
    17,575
    
    
    
    19.4
    
    
    
    50,118
    
    
    
    14.0
    
    
    
    80,972
    
    
    
    26.7Rocky Mountain
    
    
    19,549
    
    
    
    13.4
    
    
    
    6,136
    
    
    
    6.8
    
    
    
    42,771
    
    
    
    11.9
    
    
    
    16,432
    
    
    
    5.4Mid-Continent
    
    
    28,169
    
    
    
    19.3
    
    
    
    18,644
    
    
    
    20.5
    
    
    
    67,931
    
    
    
    18.9
    
    
    
    65,633
    
    
    
    21.6Total
    
    $
    146,008
    
    
    
    100.0
    %
    
    $
    90,772
    
    
    
    100.0
    %
    
    $
    359,183
    
    
    
    100.0
    %
    
    $
    303,545
    
    
    
    100.0
    %
 Results for the Three and Nine Month Periods Ended September 30, 2008 and 2009
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Revenues:Technical pumping services
    
    $
    131,325
    
    
    
    89.9
    %
    
    $
    77,898
    
    
    
    85.8
    %
    
    $
    320,941
    
    
    
    89.4
    %
    
    $
    258,086
    
    
    
    85.0
    %Down-hole surveying services
    
    
    14,683
    
    
    
    10.1
    
    
    
    5,838
    
    
    
    6.5
    
    
    
    38,242
    
    
    
    10.6
    
    
    
    17,644
    
    
    
    5.8Completion services
    
    
    
    
    
    
    
    
    
    
    3,666
    
    
    
    4.0
    
    
    
    
    
    
    
    
    
    
    
    10,848
    
    
    
    3.6Total technical services
    
    
    146,008
    
    
    
    100.0
    
    
    
    87,402
    
    
    
    96.2
    
    
    
    359,183
    
    
    
    100.0
    
    
    
    286,578
    
    
    
    94.4Fluid logistics
    
    
    
    
    
    
    
    
    
    
    3,370
    
    
    
    3.7
    
    
    
    
    
    
    
    
    
    
    
    16,967
    
    
    
    5.6Total revenue
    
    
    146,008
    
    
    
    100.0
    
    
    
    90,772
    
    
    
    100.0
    
    
    
    359,183
    
    
    
    100.0
    
    
    
    303,545
    
    
    
    100.0Expenses:Cost of revenue
    
    
    109,686
    
    
    
    75.1
    
    
    
    95,491
    
    
    
    105.2
    
    
    
    280,899
    
    
    
    78.2
    
    
    
    323,447
    
    
    
    106.6Selling general
and administrative
expenses
    
    
    11,388
    
    
    
    7.8
    
    
    
    11,418
    
    
    
    12.6
    
    
    
    31,614
    
    
    
    8.8
    
    
    
    41,421
    
    
    
    13.6Goodwill and
intangible
impairment
    
    
    
    
    
    
    
    
    
    
    324
    
    
    
    0.4
    
    
    
    
    
    
    
    
    
    
    
    33,479
    
    
    
    11.0Total expense
    
    
    121,074
    
    
    
    82.9
    
    
    
    107,233
    
    
    
    118.1
    
    
    
    312,513
    
    
    
    87.0
    
    
    
    398,347
    
    
    
    131.2Operating income (loss)
    
    $
    24,934
    
    
    
    17.1
    %
    
    $
    (16,461
    )
    
    
    (18.1
    )%
    
    $
    46,670
    
    
    
    13.0
    %
    
    $
    (94,802
    )
    
    
    (31.2
    )%
 Revenue
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,$
    
    
    %
    
    
    
    
    
    
    
    
    
    
    $
    
    
    %2008
    
    
    2009
    
    
    change
    
    
    change
    
    
    2008
    
    
    2009
    
    
    change
    
    
    changeRevenues by service type:Stimulation
    
    $
    94,514
    
    
    $
    58,358
    
    
    $
    (36,156
    )
    
    
    (38.3
    )%
    
    $
    226,211
    
    
    $
    198,715
    
    
    $
    (27,496
    )
    
    
    (12.2
    )%Cementing
    
    
    25,717
    
    
    
    12,873
    
    
    
    (12,844
    )
    
    
    (49.9
    )
    
    
    69,396
    
    
    
    40,326
    
    
    
    (29,070
    )
    
    
    (41.9
    )Nitrogen
    
    
    11,094
    
    
    
    6,667
    
    
    
    (4,427
    )
    
    
    (39.9
    )
    
    
    25,332
    
    
    
    19,045
    
    
    
    (6,287
    )
    
    
    (24.8
    )Technical pumping
revenues
    
    
    131,325
    
    
    
    77,898
    
    
    
    (53,427
    )
    
    
    (40.7
    )
    
    
    320,941
    
    
    
    258,086
    
    
    
    (62,855
    )
    
    
    (19.6
    )Completion services
    
    
    
    
    
    
    3,666
    
    
    
    3,666
    
    
    
    100.0
    
    
    
    
    
    
    
    10,848
    
    
    
    10,848
    
    
    
    100.0Down-hole surveying services
    
    
    14,683
    
    
    
    5,838
    
    
    
    (8,845
    )
    
    
    (60.2
    )
    
    
    38,242
    
    
    
    17,644
    
    
    
    (20,598
    )
    
    
    (53.9
    )Technical service revenue
    
    
    146,008
    
    
    
    87,402
    
    
    
    (58,606
    )
    
    
    (40.1
    )
    
    
    359,183
    
    
    
    286,578
    
    
    
    (72,605
    )
    
    
    (20.2
    )Fluid logistics
    
    
    
    
    
    
    3,370
    
    
    
    3,370
    
    
    
    100.0
    
    
    
    
    
    
    
    16,967
    
    
    
    16,967
    
    
    
    100.0Total revenue
    
    $
    146,008
    
    
    $
    90,772
    
    
    $
    (55,236
    )
    
    
    (37.8
    )%
    
    $
    359,183
    
    
    $
    303,545
    
    
    $
    (55,638
    )
    
    
    (15.5
    )%
 30




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##### Table of Contents



Three Months Ended September 30,
    
    
    Nine Months Ended September 30,$
    
    
    %
    
    
    
    
    
    
    
    
    
    
    $
    
    
    %Region
    
    2008
    
    
    2009
    
    
    change
    
    
    change
    
    
    2008
    
    
    2009
    
    
    change
    
    
    changeAppalachian
    
    $
    53,682
    
    
    $
    31,817
    
    
    $
    (21,865
    )
    
    
    (40.7
    )%
    
    $
    135,385
    
    
    $
    90,428
    
    
    $
    (44,957
    )
    
    
    (33.2
    )%Southeast
    
    
    23,418
    
    
    
    16,600
    
    
    
    (6,818
    )
    
    
    (29.1
    )
    
    
    62,978
    
    
    
    50,080
    
    
    
    (12,898
    )
    
    
    (20.5
    )Southwest
    
    
    21,190
    
    
    
    17,575
    
    
    
    (3,615
    )
    
    
    (17.1
    )
    
    
    50,118
    
    
    
    80,972
    
    
    
    30,854
    
    
    
    61.6Rocky Mountain
    
    
    19,549
    
    
    
    6,136
    
    
    
    (13,413
    )
    
    
    (68.6
    )
    
    
    42,771
    
    
    
    16,432
    
    
    
    (26,339
    )
    
    
    (61.6
    )Mid-Continent
    
    
    28,169
    
    
    
    18,644
    
    
    
    (9,525
    )
    
    
    (33.8
    )
    
    
    67,931
    
    
    
    65,633
    
    
    
    2,298
    
    
    
    3.4Total
    
    $
    146,008
    
    
    $
    90,772
    
    
    $
    (55,236
    )
    
    
    (37.8
    )%
    
    $
    359,183
    
    
    $
    303,545
    
    
    $
    (55,638
    )
    
    
    (15.5
    )%
 Results for the Three Months Ended September 30, 2008 and 2009
  Results for the Nine Months Ended September 30, 2008 and 2009
  Cost of Revenue
 Results for the Three Months Ended September 30, 2008 and 2009
  31




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##### Table of Contents



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




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##### Table of Contents



Results for the Nine Months Ended September 30, 2008 and 2009
  Goodwill and Intangible Impairment
 Results for the Three Months ended September 30, 2008 and 2009
  Results for the Nine Month Periods Ended September 30, 2008 and 2009
   Operating Income/ Loss and Adjusted EBITDA
 Results for the Three Months ended September 30, 2008 and 2009
  Results for the Nine Months Ended September 30, 2008 and 2009
  33




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##### Table of Contents



Liquidity and Capital Resources
    Cash Flows
  Nine Months Ended September 30,2008
    
    
    2009Net cash provided by operations
    
    $
    39,790
    
    
    $
    5,771Net cash used in investing
    
    
    (79,552
    )
    
    
    (23,581
    )Net cash provided by financing
    
    
    40,681
    
    
    
    16,196Change in cash and cash equivalents
    
    $
    919
    
    
    $
    (1,614
    )
 Financial Condition
  34




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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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Off-Balance Sheet Arrangements
  Description of Our Indebtedness
      36




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
    
    make capital expenditures in excess of $6.0 million 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.
   Accounting Standards Not Yet Adopted
 Subsequent Events
 Determining Fair Value When Market Activity Has Decreased Other-Than-Temporary Impairment Interim Fair Value
Disclosures for Financial Instruments
 Effective Date of FASB Statement No.
157
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles, a Replacement of FASB Statement No.
162
 Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 37




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Critical Accounting Policies
   Revenue Recognition
   Property, Plant and Equipment
  Impairment of Long-Lived Assets
   38




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
    
    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
     39




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Contingent Liabilities
  Insurance Expenses
  Stock-Based Compensation
  Impact of Inflation
  Non-GAAP Accounting Measures
  40




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Reconciliation of Adjusted EBITDA to
Net Income (Loss):Net income (loss)
    
    $
    14,908
    
    
    $
    (11,785
    )
    
    $
    26,901
    
    
    $
    (64,408
    )Income tax expense (benefit)
    
    
    9,806
    
    
    
    (7,988
    )
    
    
    18,756
    
    
    
    (40,116
    )Interest expense
    
    
    466
    
    
    
    3,806
    
    
    
    876
    
    
    
    10,132Stock compensation expense
    
    
    638
    
    
    
    735
    
    
    
    1,873
    
    
    
    2,206Goodwill and intangible impairment
    
    
    
    
    
    
    324
    
    
    
    
    
    
    
    33,479Depreciation, amortization and accretion
    
    
    10,444
    
    
    
    18,080
    
    
    
    28,554
    
    
    
    53,556Adjusted EBITDA
    
    $
    36,262
    
    
    $
    3,172
    
    
    $
    76,960
    
    
    $
    (5,151
    )
 
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk.
  Interest Rate Risk
 Concentration of Credit Risk
 Commodity Price Risk
 
 Item 4.
    
    Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
 41




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Changes in Internal Control over Financial Reporting
 
 PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
  
 Item 1A.
    
    Risk Factors.
  Recent changes to our credit facility may hinder or prevent us from meeting our future capital needs.
  If we fail to materially increase our consolidated EBITDA during the fourth quarter of 2009, we
could be in default under the credit agreement evidencing our credit facility and the indenture
governing our second lien notes.
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If we are unable to raise sufficient capital, we could be in default under the credit agreement
evidencing our credit facility and the indenture governing our second lien notes.
  The borrowing base under our credit facility may be reduced below the amount of our outstanding
borrowings under that facility.
  
 Item 6.
    
    Exhibits.
  43




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SIGNATURES
  SUPERIOR WELL SERVICES, INC.
RegistrantDated: October 27, 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).10.1*
    
    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 filed on
September 24, 2009).31.1*
    
    Sarbanes-Oxley Section 302 certification of David E. Wallace for Superior Well Services,
Inc. for the September 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 September 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 September 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 September 30, 2009 Quarterly Report on Form 10-Q.
 
 
    
    Management contract or compensatory plan or arrangement.