##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form l0-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2008
 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 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 1380 Rt. 286 East, Suite #121
Indiana, Pennsylvania 15701  (Address of principal executive offices)
(Zip Code)
 (724) 465-8904  (Registrants telephone number, including area code)
 þ 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




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##### 



SUPERIOR WELL SERVICES, INC. QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008
 TABLE OF CONTENTS
 PAGEPART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements- Unaudited Consolidated Balance Sheets
    
    
    1- Unaudited Consolidated Statements of Income
    
    
    2- Unaudited Consolidated Statements of Changes in Stockholders Equity
    
    
    3- Unaudited Consolidated Statements of Cash Flows
    
    
    4- Notes to Unaudited Consolidated Financial Statements
    
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    14Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 4.
    
    Controls and Procedures
    
    
    27PART II
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    29Item 1A.
    
    Risk Factors
    
    
    29Item 6.
    
    Exhibits
    
    
    29EX-31.1EX-31.2EX-32.1EX-32.2
  i




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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,
    
    
    March 31,2007
    
    
    2008(in thousands, except per share data)Current Assets:Cash and cash equivalents
    
    $
    5,510
    
    
    $
    802Trade accounts receivable, net of
allowance of $1,629 and $1,718,
respectively
    
    
    54,002
    
    
    
    57,291Inventories
    
    
    9,933
    
    
    
    12,288Prepaid expenses
    
    
    1,027
    
    
    
    1,000Income taxes receivable
    
    
    3,722
    
    
    
    2,829Deferred income taxes
    
    
    1,827
    
    
    
    1,580Total current assets
    
    
    76,021
    
    
    
    75,790Property, Plant and Equipment:Land
    
    
    420
    
    
    
    420Building and improvements
    
    
    4,776
    
    
    
    5,966Equipment and vehicles
    
    
    266,444
    
    
    
    297,303Construction in progress
    
    
    29,814
    
    
    
    20,795301,454
    
    
    
    324,484Accumulated depreciation
    
    
    (60,591
    )
    
    
    (68,777
    )Total property, plant and equipment, net
    
    
    240,863
    
    
    
    255,707Goodwill
    
    
    5,850
    
    
    
    5,850Intangible assets, net of accumulated
amortization of $1,815 and $2,068,
respectively
    
    
    3,242
    
    
    
    2,992Deferred income taxes
    
    
    366
    
    
    
    300Other assets
    
    
    745
    
    
    
    534Total assets
    
    $
    327,087
    
    
    $
    341,173Current Liabilities:Accounts payable-trade
    
    $
    31,497
    
    
    $
    21,601Current portion of long-term debt
    
    
    390
    
    
    
    390401(k) plan contribution and withholding
    
    
    1,615
    
    
    
    1,765Advance payments on servicing contracts
    
    
    70
    
    
    
    768Accrued wages and health benefits
    
    
    2,126
    
    
    
    2,457Other accrued liabilities
    
    
    1,931
    
    
    
    2,191Total current liabilities
    
    
    37,629
    
    
    
    29,172Long-term debt
    
    
    9,165
    
    
    
    27,910Deferred income taxes
    
    
    26,694
    
    
    
    27,570Stockholders Equity:Common stock, voting, par $.01 per
share, 70,000,000 shares authorized,
23,474,552 and 23,584,342 shares issued
at December 31, 2007 and March 31,
2008, respectively
    
    
    234
    
    
    
    235Additional paid-in capital
    
    
    184,432
    
    
    
    184,950Retained earnings
    
    
    68,933
    
    
    
    71,336Total stockholders equity
    
    
    253,599
    
    
    
    256,521Total liabilities and stockholders equity
    
    $
    327,087
    
    
    $
    341,173
  1




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 (Unaudited)
 Three Months EndedMarch 31,2007
    
    
    2008(in thousands, except per share data)Revenue
    
    $
    76,708
    
    
    $
    93,441Cost of revenue
    
    
    53,986
    
    
    
    78,778Gross profit
    
    
    22,722
    
    
    
    14,663Selling, general and administrative
expenses
    
    
    8,448
    
    
    
    9,544Operating income
    
    
    14,274
    
    
    
    5,119Interest expense
    
    
    59
    
    
    
    177Other income (expense), net
    
    
    559
    
    
    
    (343
    )Income before income taxes
    
    
    14,774
    
    
    
    4,599Income taxesCurrent
    
    
    4,144
    
    
    
    1,007Deferred
    
    
    1,621
    
    
    
    1,1895,765
    
    
    
    2,196Net income
    
    $
    9,009
    
    
    $
    2,403Earnings per common share:Basic and fully diluted
    
    $
    0.39
    
    
    $
    0.10Weighted average shares outstanding  basic
    
    
    23,101,719
    
    
    
    23,141,358Weighted average shares outstanding  diluted
    
    
    23,115,949
    
    
    
    23,226,002
  2




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 (Unaudited)
 Superior Well Services, Inc.AdditionalCommon
    
    
    Paid-in
    
    
    RetainedStock
    
    
    Capital
    
    
    Earnings
    
    
    Total(in thousands)BALANCE, DECEMBER 31, 2006
    
    $
    234
    
    
    $
    182,492
    
    
    $
    31,178
    
    
    $
    213,904Net income
    
    
    
    
    
    
    
    
    
    
    9,009
    
    
    
    9,009Issuance of restricted stock awards
    
    
    1
    
    
    
    119
    
    
    
    
    
    
    
    120Share-based compensation
    
    
    
    
    
    
    475
    
    
    
    
    
    
    
    475BALANCE, MARCH 31, 2007
    
    $
    235
    
    
    $
    183,086
    
    
    $
    40,187
    
    
    $
    223,508BALANCE, DECEMBER 31, 2007
    
    $
    234
    
    
    $
    184,432
    
    
    $
    68,933
    
    
    $
    253,599Net income
    
    
    
    
    
    
    
    
    
    
    2,403
    
    
    
    2,403Issuance of restricted stock awards
    
    
    1
    
    
    
    124
    
    
    
    
    
    
    
    125Restricted stock retired/forfeited
    
    
    
    
    
    
    (221
    )
    
    
    
    
    
    
    (221
    )Share-based compensation
    
    
    
    
    
    
    615
    
    
    
    
    
    
    
    615BALANCE, MARCH 31, 2008
    
    $
    235
    
    
    $
    184,950
    
    
    $
    71,336
    
    
    $
    256,521
  3




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##### Table of Contents



SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three Months EndedMarch 312007
    
    
    2008(in thousands)Cash flows from operations:Net income
    
    $
    9,009
    
    
    $
    2,403Adjustments to reconcile net income to net
cash provided by operations:Deferred income taxes
    
    
    1,621
    
    
    
    1,189Depreciation and amortization
    
    
    5,003
    
    
    
    8,646Loss on disposal of equipment
    
    
    38
    
    
    
    340Share-based compensation
    
    
    475
    
    
    
    615Changes in assets and liabilities:Trade accounts receivable
    
    
    (4,042
    )
    
    
    (3,289
    )Inventory
    
    
    (590
    )
    
    
    (2,355
    )Prepaid expenses and other assets
    
    
    196
    
    
    
    27Income taxes receivable
    
    
    
    
    
    
    893Accounts payable-trade
    
    
    (3,024
    )
    
    
    (6,438
    )Income taxes payable
    
    
    3,094
    
    
    
    401 (k) plan contribution and
withholding
    
    
    (104
    )
    
    
    150Advance payments on servicing
contracts
    
    
    260
    
    
    
    698Accrued wages and health benefits
    
    
    613
    
    
    
    331Other accrued liabilities
    
    
    (95
    )
    
    
    260Net cash provided by operations
    
    
    12,454
    
    
    
    3,470Cash flows from investing:Expenditure for property, plant and
equipment, net of construction payables
    
    
    (30,561
    )
    
    
    (27,652
    )Acquisition of businesses, net of cash
acquired
    
    
    (7,900
    )
    
    
    Purchase of short-term investments
    
    
    (11,148
    )
    
    
    Proceeds (expenditures) for other assets
    
    
    (31
    )
    
    
    208Proceeds from sale of property, plant and
equipment
    
    
    14
    
    
    
    617Net cash used in investing
    
    
    (49,626
    )
    
    
    (26,827
    )Cash flows from financing:Principal payments on long-term debt
    
    
    (41
    )
    
    
    (33,157
    )Proceeds from long-term borrowings
    
    
    
    
    
    
    51,902Issuance/retirement of restricted stock, net
    
    
    120
    
    
    
    (96
    )Net cash provided by financing
    
    
    79
    
    
    
    18,649Net decrease in cash and cash equivalents
    
    
    (37,093
    )
    
    
    (4,708
    )Cash and cash equivalents, beginning of period
    
    
    56,752
    
    
    
    5,510Cash and cash equivalents, end of period
    
    $
    19,659
    
    
    $
    802Supplemental disclosure of cash flow data:Interest paid
    
    $
    60
    
    
    $
    144Income taxes paid
    
    $
    1,050
    
    
    $
    115
  4




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




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Property, Plant and Equipment
    Revenue Recognition
  Inventories
  Insurance Expense
  Income Taxes
 Accounting for Income Taxes.
 6




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    Fair Value of Financial Instruments
   Acquisitions
   7




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Goodwill and Intangible Assets
  Concentration of Credit Risk
  Share Based Compensation
  Weighted average shares outstanding
   Accounting Standards Not Yet Adopted
  8




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
   3. Debt
   9




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  December 31,
    
    
    March 31,2007
    
    
    2008Revolving credit facility with interest
rates at LIBOR plus a spread of 1-1.25%
due October 2009, collateralized by
accounts receivable, inventory and
equipment
    
    $
    7,957
    
    
    $
    13,742Standby term loan with interest rates at
LIBOR plus a spread of 1-1.25% due
August 2009, collateralized by accounts
receivable, inventory and equipment
    
    
    
    
    
    
    13,000Mortgage 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
    
    
    1,221
    
    
    
    1,194Note payable to sellers with an interest
rate of 7% due through September 2008,
collateralized by equipment
    
    
    233
    
    
    
    233Notes payable to sellers with nominal
interest rates due through December
2010, collateralized by specific
buildings and equipment
    
    
    144
    
    
    
    1319,555
    
    
    
    28,300Less  Payments due within one year
    
    
    390
    
    
    
    390Total
    
    $
    9,165
    
    
    $
    27,910
  4. Income taxes
   Three months ended March 31,2007
    
    
    2008(amounts in thousands)Current:State and local
    
    $
    718
    
    
    $
    177U.S. federal
    
    
    3,426
    
    
    
    830Total current
    
    
    4,144
    
    
    
    1,007Deferred:State and local
    
    
    287
    
    
    
    211U.S. federal
    
    
    1,334
    
    
    
    978Total deferred
    
    
    1,621
    
    
    
    1,189Provision for income tax expense
    
    $
    5,765
    
    
    $
    2,196
 10




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  December 31,
    
    
    March 31,2007
    
    
    2008(amounts in thousands)Deferred tax assets:Restricted stock
    
    $
    1,014
    
    
    $
    622Accrued expenses and other
    
    
    544
    
    
    
    612Allowance for doubtful accounts receivable
    
    
    635
    
    
    
    646Total deferred tax assets
    
    
    2,193
    
    
    
    1,880Deferred tax liabilities:Depreciation differences on property, plant and equipment
    
    
    (26,694
    )
    
    
    (27,570
    )Total deferred tax liabilities
    
    
    (26,694
    )
    
    
    (27,570
    )Net deferred taxes
    
    $
    (24,501
    )
    
    $
    (25,690
    )
  Three months ended March 31,2007
    
    2008(amounts in thousands)Federal statutory tax rate
    
    
    35
    %
    
    
    35
    %Impact of vesting of restricted stock
    
    
    
    
    
    
    7State income taxes
    
    
    4
    
    
    
    5Other
    
    
    
    
    
    
    1Effective income tax rate
    
    
    39
    %
    
    
    48
    %
 5. 401(k) Plan
  6. Related-Party Transactions
   11




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 7. Commitments and Contingencies
      8. Stock Incentive Plan
   12




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SUPERIOR WELL SERVICES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Percentage of Total NumberOf Restricted Shares as to WhichNumber of Full Years
    
    Forfeiture Restrictions LapseLess than 1 year
    
    
    0
    %1 year
    
    
    15
    %2 years
    
    
    30
    %3 years
    
    
    45
    %4 years
    
    
    60
    %5 years or more
    
    
    100
    %
  WeightedAverage GrantNumber of
    
    
    Date Fair Valueshares
    
    
    Per ShareNonvested at December 31, 2006
    
    
    285,900
    
    
    
    28.47Granted
    
    
    135,200
    
    
    
    23.05Vested
    
    
    (36,770
    )
    
    
    28.22Forfeited
    
    
    (5,450
    )
    
    
    25.54Retired
    
    
    (7,465
    )
    
    
    28.29Nonvested at December 31, 2007
    
    
    371,415
    
    
    
    26.57Granted
    
    
    125,500
    
    
    
    19.82Vested
    
    
    (48,774
    )
    
    
    26.95Forfeited
    
    
    (4,875
    )
    
    
    26.39Retired
    
    
    (10,835
    )
    
    
    27.34Nonvested at March 31, 2008
    
    
    432,431
    
    
    $
    24.55
  13




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The following discussion and analysis should be read in conjunction with the consolidated
financial statements and notes thereto included elsewhere in this report. This discussion contains
forward-looking statements that reflect managements current views with respect to future events
and financial performance. Our actual results may differ materially form those anticipated in
these forward-looking statements or as a result of certain factors such as those set forth below
under Cautionary Statement Regarding Forward-Looking Statements.
 Cautionary Statement Regarding Forward-Looking Statements
  
    
    a decrease in domestic spending by the oil and natural gas exploration and
production industry;
    
    a decline in or substantial volatility of crude oil and natural gas commodity
prices;
    
    overcapacity and competition in our industry;
    
    unanticipated costs, delays and other difficulties in executing our 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.
  Overview
  14




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Three Months Ended March 31,2007
    
    
    2008(Dollars in thousands)Technical pumping services
    
    $
    67,280
    
    
    
    87.7
    %
    
    $
    83,088
    
    
    
    88.9
    %Down-hole surveying services
    
    
    9,428
    
    
    
    12.3
    
    
    
    10,353
    
    
    
    11.1Total revenue
    
    $
    76,708
    
    
    
    100.0
    %
    
    $
    93,441
    
    
    
    100.0
    %
  Technical Pumping Services
  Down-Hole Surveying Services
  How We Generate Our Revenue
  15




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How We Evaluate Our Operations
  Operating Income per Operating Region.
   Material and Labor Expenses as a Percentage of Revenue.
    16




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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.
  17




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Customer Satisfaction.
  Safety Performance.
  Our Industry and Overview
   Our Growth Strategy
  18




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##### Table of Contents



Three Months Ended March 31,2007
    
    
    2008RegionAppalachian
    
    $
    32,533
    
    
    
    42.4
    %
    
    $
    35,826
    
    
    
    38.3
    %Southeast
    
    
    13,126
    
    
    
    17.1
    
    
    
    17,139
    
    
    
    18.3Rocky Mountain
    
    
    8,420
    
    
    
    11.0
    
    
    
    8,845
    
    
    
    9.5Southwest
    
    
    8,472
    
    
    
    11.0
    
    
    
    14,097
    
    
    
    15.1Mid-Continent
    
    
    14,157
    
    
    
    18.5
    
    
    
    17,534
    
    
    
    18.8Total
    
    $
    76,708
    
    
    
    100.0
    %
    
    $
    93,441
    
    
    
    100.0
    %
   Our Results of Operations
  19




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##### Table of Contents



Three Months Ended March 31,2007
    
    
    2008Statement of Operations Data:Revenues:Technical pumping services
    
    $
    67,280
    
    
    $
    83,088Down-hole surveying services
    
    
    9,428
    
    
    
    10,353Total revenues
    
    
    76,708
    
    
    
    93,441Expenses:Cost of revenue
    
    
    53,986
    
    
    
    78,778Selling, general and administrative
    
    
    8,448
    
    
    
    9,544Total expense
    
    
    62,434
    
    
    
    88,322Operating income
    
    $
    14,274
    
    
    $
    5,119
 Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
 Revenue.
   20




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Cost of Revenue.
  Selling, General and Administrative Expenses.
  21




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Operating Income and EBITDA
  Liquidity and Capital Resources
  Financial Condition and Cash Flows
 Financial Condition.
   Cash flows from operations.
  22




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##### Table of Contents



Cash flows used in investing activities.
  Cash flows from financing activities.
  Capital Requirements
  
    
    expansion capital expenditures, such as those to acquire additional equipment and
other assets 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.
   23




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Off-Balance Sheet Arrangements
  Description of Our Indebtedness
     Accounting standards not yet adopted
   Critical Accounting Policies
  24




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##### Table of Contents



Revenue Recognition
   Property, Plant and Equipment
  Impairment of Long-Lived Assets
   
    
    changes in general economic conditions in regions in which our services are
located;
    
    the price of natural gas and crude oil;
 25




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
    
    our ability to negotiate favorable sales arrangements; and
    
    our competition from other service providers.
  Goodwill and Other Intangible Assets
  Contingent Liabilities
  Insurance Expenses
  Stock-Based Compensation
  Impact of Inflation
  26




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Non-GAAP Accounting Measures
  Three Months EndedMarch 31,2007
    
    
    2008Reconciliation of EBITDA to Net Income:Net income
    
    $
    9,009
    
    
    $
    2,403Income tax expense
    
    
    5,765
    
    
    
    2,196Interest expense
    
    
    59
    
    
    
    177Depreciation and amortization
    
    
    5,003
    
    
    
    8,646EBITDA
    
    $
    19,836
    
    
    $
    13,422
 
 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
 27




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##### Table of Contents



Changes in Internal Control over Financial Reporting
 28




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  
 Item 6. Exhibits.
  29




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##### Table of Contents



SIGNATURES
  SUPERIOR WELL SERVICES, INC.
     RegistrantDated:  May 8, 2008
    By:
    /s/  Thomas W. StoelkThomas W. StoelkVice President and Chief Financial Officer
(Duly Authorized Officer and Principal
Financial Officer) 30




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##### Table of Contents



INDEX TO EXHIBITS
 OF
 SUPERIOR WELL SERVICES, INC.
 (a) Exhibits
  31.1*
    
    Sarbanes-Oxley Section 302 certification of David E. Wallace for
Superior Well Services, Inc. for the March 31, 2008 Quarterly Report
on Form 10-Q.31.2*
    
    Sarbanes-Oxley Section 302 certification of Thomas W. Stoelk for
Superior Well Services, Inc. for the March 31, 2008 Quarterly Report
on Form 10-Q.32.1*
    
    Sarbanes-Oxley Section 906 certification of David E. Wallace for
Superior Well Services, Inc. for the March 31, 2008 Quarterly Report
on Form 10-Q.32.2*
    
    Sarbanes-Oxley Section 906 certification of Thomas W. Stoelk for
Superior Well Services, Inc. for the March 31, 2008 Quarterly Report
on Form 10-Q.
 31