##### 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, 2005
 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.
  Delaware
    
    20-2535684(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 1380 Rt. 286 East, Suite #121
Indiana, Pennsylvania 15701
 (724) 465-8904
 o þ
 o þ
 o þ




---



SUPERIOR WELL SERVICES, INC. QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005
 TABLE OF CONTENTS
 PAGEPART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Unaudited Financial Statements        Unaudited Consolidated Balance Sheets
    
    
    1        Unaudited Consolidated Statement of Income
    
    
    2        Unaudited Consolidated Statement of Cash Flows
    
    
    3        Notes to Unaudited Consolidated Financial Statements
    
    
    4Item 2.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    23Item 4.
    
    Controls and Procedures
    
    
    24PART II
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    25Item 2.
    
    Use of Proceeds
    
    
    25Item 6.
    
    Exhibits
    
    
    25Signatures
    
    
    26Index to Exhibits
    
    
    27EX-10.1EX-10.16EX-31.1EX-31.2EX-32.1EX-32.2
  i




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
(Unaudited)
 Superior WellPredecessor Companies
    

    
    Services, Inc.December 31,
    
    
    June 30,
    

    
    June 30,2004
    
    
    2005
    

    
    2005(in thousands)Current Assets:Cash and cash equivalents
    
    $
    1,544
    
    
    $
    1,749
    

    
    $
    15Trade accounts receivable
    
    
    11,292
    
    
    
    18,037
    

    
    
    Inventories
    
    
    1,835
    
    
    
    2,365
    

    
    
    Prepaid expenses
    
    
    336
    
    
    
    804
    

    
    
    Total current assets
    
    
    15,007
    
    
    
    22,955
    

    
    
    15Property, Plant and Equipment:Land
    
    
    320
    
    
    
    420
    

    
    
    Building and improvements
    
    
    961
    
    
    
    1,728
    

    
    
    Equipment and vehicles
    
    
    53,347
    
    
    
    65,023
    

    
    
    Construction in progress
    
    
    792
    
    
    
    2,883
    

    
    
    55,420
    
    
    
    70,054
    

    
    
    Accumulated depreciation
    
    
    (14,826
    )
    
    
    (18,804
    )

    
    
    Total property, plant and equipment, net
    
    
    40,594
    
    
    
    51,250
    

    
    
    Intangible assets, net of accumulated
amortization of $380 and $523, respectively
    
    
    1,045
    
    
    
    902
    

    
    
    Other assets
    
    
    36
    
    
    
    277
    

    
    
    16Total assets
    
    $
    56,682
    
    
    $
    75,384
    

    
    $
    31Current Liabilities:Accounts payable-trade
    
    $
    4,240
    
    
    $
    6,235
    

    
    $
    30Notes payable
    
    
    3,955
    
    
    
    9,320
    

    
    
    Current portion of long-term debt
    
    
    1,860
    
    
    
    1,905
    

    
    
    401(k) plan contribution and withholding
    
    
    651
    
    
    
    370
    

    
    
    Accrued wages and health benefits
    
    
    665
    
    
    
    1,273
    

    
    
    Other accrued liabilities
    
    
    399
    
    
    
    310
    

    
    
    Total current liabilities
    
    
    11,770
    
    
    
    19,413
    

    
    
    30Long-term debt
    
    
    11,093
    
    
    
    16,744
    

    
    
    Partners Capital:Partners capital
    
    
    33,885
    
    
    
    39,204
    

    
    
    Accumulated other comprehensive (loss) income
    
    
    2
    
    
    
    23
    

    
    
    Notes receivable-limited partners
    
    
    (68
    )
    
    
    
    

    
    
    Total partners capital
    
    
    33,819
    
    
    
    39,227Total liabilities and partners capital
    
    $
    56,682
    
    
    $
    75,384Stockholders Equity:Common stock, voting, par $.01 per share,
1,000 shares authorized, 1,000 shares issued
    
    
    
    
    
    
    
    

    
    
    Additional paid-in capital
    
    
    
    
    
    
    
    

    
    
    1Retained earnings
    
    
    
    
    
    
    
    

    
    
    Total stockholders equity
    
    
    
    
    
    
    
    

    
    
    1Total liabilities and stockholders equity
    
    
    
    
    
    
    
    

    
    $
    31
  1




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENT OF INCOME
 (Unaudited)
 Predecessor CompaniesThree Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2004
    
    
    2005
    
    
    2004
    
    
    2005(in thousands)Revenue
    
    $
    16,877
    
    
    $
    29,585
    
    
    $
    32,542
    
    
    $
    55,610Cost of revenue
    
    
    11,418
    
    
    
    20,797
    
    
    
    22,606
    
    
    
    37,692Gross profit
    
    
    5,459
    
    
    
    8,788
    
    
    
    9,936
    
    
    
    17,918Selling, general and administrative
expenses
    
    
    2,646
    
    
    
    4,192
    
    
    
    5,293
    
    
    
    7,958Operating income
    
    
    2,813
    
    
    
    4,596
    
    
    
    4,643
    
    
    
    9,960Interest expense
    
    
    (72
    )
    
    
    (224
    )
    
    
    (103
    )
    
    
    (383
    )Other (expense) income
    
    
    (141
    )
    
    
    29
    
    
    
    (130
    )
    
    
    39Net income
    
    $
    2,600
    
    
    $
    4,401
    
    
    $
    4,410
    
    
    $
    9,616Pro forma data (unaudited):Historical income before taxes
    
    $
    2,600
    
    
    $
    4,401
    
    
    $
    4,410
    
    
    $
    9,616Pro forma income tax expense
    
    
    1,128
    
    
    
    1,804
    
    
    
    1,913
    
    
    
    4,066Net income adjusted for pro forma
income tax expense
    
    $
    1,472
    
    
    $
    2,597
    
    
    $
    2,497
    
    
    $
    5,550
  2




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
 (Unaudited)
 Predecessor CompaniesSix Months EndedJune 302004
    
    
    2005(in thousands)Cash flows from operations:Net income
    
    $
    4,410
    
    
    $
    9,616Adjustments
to reconcile net income to net cash provided by operations:Depreciation and amortization
    
    
    2,252
    
    
    
    4,157Loss on disposal of equipment
    
    
    183
    
    
    
    Changes in assets and liabilities:Trade accounts receivable
    
    
    (2,766
    )
    
    
    (6,745
    )Inventory
    
    
    (504
    )
    
    
    (530
    )Prepaid expenses and other assets
    
    
    191
    
    
    
    (688
    )Accounts payable
    
    
    826
    
    
    
    1,995401(k) plan contribution and
withholding
    
    
    (166
    )
    
    
    (281
    )Accrued wages and health benefits
    
    
    317
    
    
    
    608Other accrued liabilities
    
    
    (156
    )
    
    
    (89
    )Net cash provided by operations
    
    
    4,587
    
    
    
    8,043Cash flows from investing:Expenditure for property, plant
and equipment
    
    
    (8,918
    )
    
    
    (14,670
    )Proceeds for other assets
    
    
    295
    
    
    
    Notes receivable repayments
    
    
    
    
    
    
    68Proceeds from notes receivable
    
    
    5
    
    
    
    Net cash used in investing
    
    
    (8,618
    )
    
    
    (14,602
    )Cash flows from financing:Principal payments on long-term debt
    
    
    (73
    )
    
    
    (857
    )Proceeds from long-term borrowings
    
    
    880
    
    
    
    5,365Proceeds from notes payable, net
    
    
    6,043
    
    
    
    6,553Distributions to partners
    
    
    (2,763
    )
    
    
    (4,297
    )Net cash provided by financing
    
    
    4,087
    
    
    
    6,764Net increase in cash and cash equivalents
    
    
    56
    
    
    
    205Cash and cash equivalents, beginning
of period
    
    
    1,293
    
    
    
    1,544Cash and cash equivalents, end of period
    
    $
    1,349
    
    
    $
    1,749Supplemental disclosure of cash flow data:Interest paid
    
    $
    95
    
    
    $
    357
  3




---



##### 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
  4




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Cash and Cash Equivalents
  Trade Accounts Receivable
  Inventories
  Property, Plant and Equipment
    Revenue Recognition
  5




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Insurance Expense
  Income Taxes
  Interest Rate Risk Management
   Fair Value of Financial Instruments
    Intangible Assets
  6




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Concentration of Credit Risk
  Recently Issued Guidance
   3. Notes Receivable  Limited Partners
  4. Debt
  7




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
     2004
    
    
    2005Note payable to a bank with interest at
LIBOR plus 1.2%, due in monthly
installments of $142,857 plus interest and
a balloon payment of $3.4 million due
January 2010, collateralized by all of the
equipment.
    
    $
    12,000
    
    
    $
    11,143Note payable to a bank with interest at
LIBOR plus 1%, due January 2011, guaranteed
by Superior Well and the limited partners
of Bradford.
    
    
    
    
    
    
    6,000Mortgage note payable to a bank with
interest at the banks prime lending rate
minus 1% (not to exceed 6% or decrease
below 3%) for a five-year term, payable in
monthly installments of $4,889 plus
interest through January 2019,
collateralized by real property.
    
    
    826
    
    
    
    791Notes payable to sellers with nominal
interest rates due through December 2006,
collateralized by specific buildings and
equipment.
    
    
    127
    
    
    
    71512,953
    
    
    
    18,649Less  Payments due within one year
    
    
    1,860
    
    
    
    1,905Total
    
    $
    11,093
    
    
    $
    16,744
 8




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 5. 4 01(k) Plan
  6. Acquisitions
  7. Related-Party Transactions
     8. Commitments and Contingencies
  9




---



##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
     9. Stock Incentive Plan
  10. Subsequent event
    10




---



##### 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 unaudited
consolidated financial statements and notes thereto included elsewhere in this report. The terms
Superior Well Services, Superior, we, us and our refer to Superior Well Services, Inc.,
together with its two operating partnerships, Superior Well Services, Ltd. and Bradford Resources,
Ltd., and their general partner, Superior GP, L.L.C., each of which became wholly owned
subsidiaries of Superior Well Services, Inc. in connection with its initial public offering.
 Overview
   Three Months Ended June 30,
    
    
    Six Months Ended June 30,2004
    
    
    2005
    
    
    2004
    
    
    2005Technical pumping services
    
    $
    15,299
    
    
    
    90.6
    %
    
    $
    26,644
    
    
    
    90.1
    %
    
    $
    29,140
    
    
    
    89.5
    %
    
    $
    50,260
    
    
    
    90.4
    %Down-hole surveying
services
    
    
    1,578
    
    
    
    9.4
    
    
    
    2,941
    
    
    
    9.9
    
    
    
    3,402
    
    
    
    10.5
    
    
    
    5,350
    
    
    
    9.6Total revenue
    
    $
    16,877
    
    
    
    100.0
    %
    
    $
    29,585
    
    
    
    100.0
    %
    
    $
    32,542
    
    
    
    100.0
    %
    
    $
    55,610
    
    
    
    100.0
    %
  Technical Pumping Services
  Down-Hole Surveying Services
  11




---



##### Table of Contents



How We Generate Our Revenue
   How We Evaluate Our Operations
  Operating Income per Operating Region.
   Material and Labor Expenses as a Percentage of Revenue.
    12




---



##### Table of Contents



Selling, General and Administrative Expenses as a Percentage of Revenue.
  EBITDA.
  
    
    as a measure of operating performance because it assists us in comparing our performance
on a consistent basis, since it removes the impact of our capital structure and asset base
from our operating results;
    
    as a measure for planning and forecasting overall expectations and for evaluating actual
results against such expectations;
    
    to assess compliance with financial ratios and covenants included in credit facilities;
    
    in communications with lenders concerning our financial performance; and
    
    to evaluate the viability of potential acquisitions and overall rates of return.
 How We Manage Our Operations
  Service Crew Performance.
  Equipment Maintenance Performance.
  13




---



##### Table of Contents



Inventory Turnover Rates.
  Customer Satisfaction.
  Safety Performance.
  Our Growth Strategy
   Three Months Ended June 30,
    
    
    Six Months Ended June 30,Region
    
    2004
    
    
    2005
    
    
    2004
    
    
    2005Appalachian
    
    $
    10,536
    
    
    
    62.4
    %
    
    $
    16,104
    
    
    
    54.4
    %
    
    $
    21,238
    
    
    
    65.3
    %
    
    $
    31,465
    
    
    
    56.6
    %Southeast
    
    
    5,229
    
    
    
    31.0
    
    
    
    7,843
    
    
    
    26.5
    
    
    
    9,778
    
    
    
    30.0
    
    
    
    15,384
    
    
    
    27.7Rocky Mountain
    
    
    
    
    
    
    
    
    
    
    356
    
    
    
    1.2
    
    
    
    
    
    
    
    
    
    
    
    356
    
    
    
    0.6Mid-Continent
    
    
    1,112
    
    
    
    6.6
    
    
    
    5,282
    
    
    
    17.9
    
    
    
    1,526
    
    
    
    4.7
    
    
    
    8,405
    
    
    
    15.1Total
    
    $
    16,877
    
    
    
    100.0
    %
    
    $
    29,585
    
    
    
    100.0
    %
    
    $
    32,542
    
    
    
    100.0
    %
    
    $
    55,610
    
    
    
    100.0
    %
  14




---



##### Table of Contents



Cautionary Statement Regarding Forward-Looking Statements
  
    
    a decrease in domestic spending by the oil and natural gas exploration and production industry;
    
    a decline in or substantial volatility of crude oil and natural gas commodity prices;
    
    the loss of one or more significant customers;
    
    the loss of or interruption in operations of one or more key suppliers;
    
    the incurrence of significant costs and liabilities in the future resulting from our
failure to comply with new or existing environmental regulations or an accidental release
of hazardous substances into the environment; and
    
    other financial, operational and legal risks and uncertainties detailed from time to
time in our Securities and Exchange Commission filings.
  15




---



##### Table of Contents



Our Results of Operations
   Three Months Ended June 30,
    
    
    Six Months Ended June 30,2004
    
    
    2005
    
    
    2004
    
    
    2005Statement of Operations Data:Revenues:Technical pumping services
    
    $
    15,299
    
    
    $
    26,644
    
    
    $
    29,140
    
    
    $
    50,260Down-hole surveying services
    
    
    1,578
    
    
    
    2,941
    
    
    
    3,402
    
    
    
    5,350Total revenues
    
    
    16,877
    
    
    
    29,585
    
    
    
    32,542
    
    
    
    55,610Expenses:Cost of revenue
    
    
    11,418
    
    
    
    20,797
    
    
    
    22,606
    
    
    
    37,692Selling, general and
administrative
    
    
    2,646
    
    
    
    4,192
    
    
    
    5,293
    
    
    
    7,958Total expense
    
    
    14,064
    
    
    
    24,989
    
    
    
    27,899
    
    
    
    45,650Operating income
    
    $
    2,813
    
    
    $
    4,596
    
    
    $
    4,643
    
    
    $
    9,960
 Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004
 Revenue.
    16




---



##### Table of Contents



Cost of Revenue.
  Selling, General and Administrative Expenses (SG&A).
  Operating Income.
  Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004
 Revenue.
   17




---



##### Table of Contents



Cost of Revenue.
  Selling, General and Administrative Expenses.
  Operating Income.
  18




---



##### Table of Contents



Items Impacting Comparability of Our Financial Results
  Changes in Our Legal Structure.
   Public Company Expenses.
  Liquidity and Capital Resources
  Financial Condition and Cash Flows
 Financial Condition.
  19




---



##### Table of Contents



Cash flows from operations.
  Cash flows used in investing activities.
  Cash flows from financing activities.
  Capital Requirements
  
    
    expansion capital expenditures, such as those to acquire additional equipment and other
assets to grow our business; and
    
    maintenance or upgrade capital expenditures, which are capital expenditures made to
replace partially or fully depreciated assets or to upgrade the operational capabilities of
existing assets.
   Off-Balance Sheet Arrangements
  Description of Our Indebtedness
  20




---



##### Table of Contents



Recent Accounting Pronouncements
 Consolidation of Variable Interest Entities
 Share-Based Payment Accounting for Stock Based Compensation,
 Critical Accounting Policies
   Revenue Recognition
   21




---



##### Table of Contents



Property, Plant and Equipment
  Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets,
  
    
    changes in general economic conditions in regions in which our services are located;
    
    the price of crude oil and natural gas;
    
    our ability to negotiate favorable sales arrangements; and
    
    our competition from other service providers.
  Intangible Assets
  Contingent Liabilities
  22




---



##### Table of Contents



Insurance Expenses
   Non-GAAP Accounting Measures
  
    
    as a measure of operating performance because it assists us in comparing our performance
on a consistent basis as it removes the impact of our capital structure and asset base from
our operating results;
    
    as a measure for planning and forecasting overall expectations and for evaluating actual
results against such expectations;
    
    to assess compliance with financial ratios and covenants included in credit facilities;
    
    in communications with lenders concerning our financial performance; and
    
    to evaluate the viability of potential acquisitions and overall rates of return.
  Predecessor CompaniesThree Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2004
    
    
    2005
    
    
    2004
    
    
    2005Reconciliation of EBITDA to Net Income:Net income adjusted for pro forma income tax expense
    
    $
    1,472
    
    
    $
    2,597
    
    
    $
    2,497
    
    
    $
    5,550Income tax expense
    
    
    1,128
    
    
    
    1,804
    
    
    
    1,913
    
    
    
    4,066Interest expense
    
    
    72
    
    
    
    224
    
    
    
    103
    
    
    
    383Depreciation and amortization
    
    
    1,146
    
    
    
    2,562
    
    
    
    2,252
    
    
    
    4,157EBITDA
    
    $
    3,818
    
    
    $
    7,187
    
    
    $
    6,765
    
    
    $
    14,156
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk.
  23




---



##### Table of Contents



Interest Rate Risk.
  Concentration of Credit Risk.
 Commodity Price Risk.
 
 Item 4. Controls and Procedures.
   24




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 2. Use of Proceeds.
    AggregatePrice of
    
    
    
    
    
    
    AggregateShares
    
    
    Shares
    
    
    
    
    
    
    Price ofRegistered
    
    
    Registered
    
    
    Shares Sold
    
    
    Shares SoldSuperior Well Services, Inc
    
    
    5,273,193
    
    
    $
    68,551,509
    
    
    
    5,273,193
    
    
    $
    68,551,509Selling Stockholders
    
    
    1,186,807
    
    
    $
    15,428,491
    
    
    
    1,186,807
    
    
    $
    15,428,491
   
 Item 6. Exhibits.
  25




---



##### Table of Contents



SIGNATURES
  
 Date: August 31, 2005
    
    By:
    
    /s/ David E. WallaceDavid E. WallaceChief Executive Officer andChairman of the Board of DirectorsDate: August 31, 2005
    
    By:
    
    /s/ Thomas W. StoelkThomas W. StoelkVice President and Chief Financial Officer
 26




---



##### 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).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).10.1*
    
    2005 Stock Incentive Plan10.2
    
    Employment Agreement between David E. Wallace and Superior Well
Services, Inc., dated August 3, 2005 (incorporated by reference to
Exhibit 10.2 to Form 8-K filed on August 3, 2005).10.3
    
    Employment Agreement between Jacob B. Linaberger and Superior Well
Services, Inc., dated August 3, 2005 (incorporated by reference to
Exhibit 10.3 to Form 8-K filed on August 3, 2005)10.4
    
    Employment Agreement between Thomas W. Stoelk and Superior Well
Services, Inc., effective as of June 1, 2005 (incorporated by
reference to Exhibit 10.4 to Form 8-K filed on August 3, 2005).10.5
    
    Employment Agreement between Rhys R. Reese and Superior Well
Services, Inc., dated August 3, 2005 (incorporated by reference to
Exhibit 10.5 to Form 8-K filed on August 3, 2005).10.6
    
    Employment Agreement between Fred E. Kistner and Superior Well
Services, Inc., dated August 3, 2005 (incorporated by reference to
Exhibit 10.6 to Form 8-K filed on August 3, 2005).10.7
    
    Indemnification Agreement between David E. Wallace and Superior
Well Services, Inc., dated August 3, 2005 (incorporated by
reference to Exhibit 10.7 to Form 8-K filed on August 3, 2005).10.8
    
    Indemnification Agreement between Jacob B. Linaberger and Superior
Well Services, Inc., dated August 3, 2005 (incorporated by
reference to Exhibit 10.8 to Form 8-K filed on August 3, 2005).10.9
    
    Indemnification Agreement between Thomas W. Stoelk and Superior
Well Services, Inc., dated August 3, 2005 (incorporated by
reference to Exhibit 10.9 to Form 8-K filed on August 3, 2005).10.10
    
    Indemnification Agreement between Rhys R. Reese and Superior Well
Services, Inc., dated August 3, 2005 (incorporated by reference to
Exhibit 10.10 to Form 8-K filed on August 3, 2005).10.11
    
    Indemnification Agreement between Fred E. Kistner and Superior Well
Services, Inc., dated August 3, 2005 (incorporated by reference to
Exhibit 10.11 to Form 8-K filed on August 3, 2005).10.12
    
    Indemnification Agreement between Mark A. Snyder and Superior Well
Services, Inc., dated August 3, 2005 (incorporated by reference to
Exhibit 10.12 to Form 8-K filed on August 3, 2005).10.13
    
    Indemnification Agreement between David E. Snyder and Superior Well
Services, Inc., dated August 3, 2005 (incorporated by reference to
Exhibit 10.13 to Form 8-K filed on August 3, 2005).10.14
    
    Indemnification Agreement between Charles C. Neal and Superior Well
Services, Inc., dated August 3, 2005 (incorporated by reference to
Exhibit 10.14 to Form 8-K filed on August 3, 2005).10.15
    
    Indemnification Agreement between John A. Staley, IV and Superior
Well Services, Inc., dated August 3, 2005 (incorporated by
reference to Exhibit 10.15 to Form 8-K filed on August 3, 2005).10.16*
    
    Indemnification Agreement between Anthony J. Mendicino and Superior
Well Services, Inc. dated August 30, 2005.10.17
    
    Fifth Amended and Restated Promissory Note dated March 31, 2005
(incorporated by reference to Exhibit 10.8 to Registration
Statement on Form S-1/A (Registration No. 333-124674) filed on July
15, 2005).10.18
    
    Credit Agreement dated June 3, 2004 by and between Bradford
Resources, Ltd. and Citizens Bank of Pennsylvania (incorporated by
reference to Exhibit 10.9 to Registration Statement on Form S-1/A
(Registration No. 333-124674) filed on July 15, 2005).10.19
    
    Second Amendment to Credit Agreement dated January 31, 2005 by and
between Bradford Resources, Ltd. and Citizens Bank of Pennsylvania
(incorporated by reference to Exhibit 10.10 to Registration
Statement on Form S-1/A (Registration No. 333-124674) filed on July
15, 2005).10.20
    
    Second Amended and Restated Stand By Term Loan Note dated January
31, 2005 (incorporated by reference to Exhibit 10.11 to
Registration Statement on Form S-1/A (Registration No. 333-124674)
filed on July 15, 2005).
 27




---



##### Table of Contents



10.21
    
    Guaranty and Suretyship Agreement dated June 3, 2005 by Superior
Well Services, Ltd. (incorporated by reference to Exhibit 10.12 to
Registration Statement on Form S-1/A (Registration No. 333-124674)
filed on July 15, 2005).10.22
    
    Guaranty and Suretyship Agreement dated June 3, 2005 by Allegheny
Mineral Corporation (incorporated by reference to Exhibit 10.13 to
Registration Statement on Form S-1/A (Registration No. 333-124674)
filed on July 15, 2005).10.23
    
    Guaranty and Suretyship Agreement dated June 3, 2005 by Armstrong
Cement & Supply Corporation (incorporated by reference to Exhibit
10.14 to Registration Statement on Form S-1/A (Registration No.
333-124674) filed on July 15, 2005).10.24
    
    Guaranty and Suretyship Agreement dated June 3, 2005 by Glacial
Sand & Gravel Company (incorporated by reference to Exhibit 10.15
to Registration Statement on Form S-1/A (Registration No.
333-124674) filed on July 15, 2005).10.25
    
    Guaranty and Suretyship Agreement dated August 22, 1997 by
Allegheny Mineral Corporation (incorporated by reference to Exhibit
10.16 to Registration Statement on Form S-1/A (Registration No.
333-124674) filed on July 15, 2005).31.1*
    
    Sarbanes-Oxley Section 302 certification of David E. Wallace for
Superior Well Services, Inc. for the June 30, 2005 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, 2005 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, 2005 Quarterly Report
on Form 10-Q.32.2*
    
    Sarbanes-Oxley Section 906 certification of Thomas W. Stoelk for
Superior Well Services, Inc. for the June 30, 2005 Quarterly Report
on Form 10-Q.
 
 *
    
    Filed herewith. 28