SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

| | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of  1934 for the quarterly period ended September 30, 2006; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------

| | Transition
        report pursuant to Section 13 or 15(d) of the Securities Exchange Act
        of 1934 for the transition period from ____________ to ____________.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

Commission
  File Number0-18754

Warrior Energy Services Corporation

(Exact name of registrant as specified in its charter)



| | Delaware(State or other jurisdiction ofincorporation of organization) |  | 11-2904094(I.R.S employeridentification no.) | 
| | --------------------------------------------------------------------- |  | -------------------------------------------- | 

100
  Rosecrest Lane, Columbus, Mississippi 39701

(Address of principal executive offices, zip code)

(662)
  329-1047

(Registrants Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YESNO

Indicate
  by check mark whether the registrant is a large accelerated filer, an accelerated
  filer, or a non-accelerated filer. See definition of accelerated filer and large
  accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated
  FilerAccelerated filerNon-accelerated filer

Indicate
  by check mark whether the registrant is a shell company (as defined in Rule
  12b-2 of the Exchange Act). YesNo

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of October 31, 2006, 11,237,944 shares of the Registrants Common Stock, $.0005 par value, were outstanding.






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WARRIOR ENERGY SERVICES CORPORATION

QUARTERLY REPORT ON FORM 10-Q

INDEX

PART I  FINANCIAL INFORMATION



PageItem
          1.
      
      Financial
          StatementsUnaudited
          Condensed Balance Sheets  September 30, 2006 and December 31,
          2005
      3Unaudited
          Condensed Statements of OperationsThree
          Months Ended September 30, 2006 and September 30, 2005
      4Unaudited
          Condensed Statements of Operations  Nine Months Ended September
          30, 2006 and September 30, 2005
      5Unaudited
          Condensed Statements of Cash Flows  Nine Months Ended September
          30, 2006 and September 30, 2005
      6Unaudited
          Condensed Statement of Stockholders Equity  Nine Months
          Ended September 30, 2006
      7Unaudited
          Notes to Condensed Financial Statements  Nine Months Ended September
          30, 2006 and September 30, 2005
      8Item
          2.
      
      Managements
          Discussion and Analysis of Financial Condition and Results of Operations
      22Item
          3.
      
      Quantitative
          and Qualitative Disclosures About Market Risk
      35Item
          4.
      
      Controls
          and Procedures
      36PART
          II  OTHER INFORMATIONItem
          1A
      
      Risk
          Factors
      37Item
          6.
      
      Exhibits
      38


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PART I  FINANCIAL INFORMATION

Item
          1.

        Financial Statements


Warrior Energy Services Corporation

Condensed Balance Sheets

(Unaudited)



September 30,2006


      

        December 31,2005ASSETSCurrent assets:Cash and cash equivalents

        

        $

        1,113,198

        

        $

        701,031Restricted cash

        

        

        1,630,435

        

        

        214,813Accounts receivable, less allowance of $921,341 and $973,143, respectively

        

        

        27,679,948

        

        

        19,998,282Other receivables

        

        

        425,590

        

        

        215,629Prepaid expenses

        

        

        2,050,809

        

        

        7,314Other current assets

        

        

        2,634,647

        

        

        1,969,273Total current assets

        

        

        35,534,627

        

        

        23,106,342Property, plant and equipment, less accumulated depreciation

        

        

        55,524,299

        

        

        31,750,477Other assets

        

        

        14,353,480

        

        

        3,001,036Goodwill

        

        

        14,040,182

        

        

        14,040,182Other intangible assets, net

        

        

        27,817,546

        

        

        29,735,923Total assets

        

        $

        147,270,134

        

        $

        101,633,960LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Accounts payable

        

        $

        11,393,924

        

        $

        6,699,944Accrued salaries and vacation

        

        

        2,405,994

        

        

        2,926,975Other accrued expenses

        

        

        3,705,995

        

        

        1,866,159Accrued interest payable

        

        

        590,121

        

        

        282,337Current maturities of long-term debt

        

        

        21,757,765

        

        

        5,168,880Total current liabilities

        

        

        39,853,799

        

        

        16,944,295Long-term debt, less current maturities

        

        

        26,261,989

        

        

        51,252,352Non current accrued interest payable to related parties

        

        


      

        

        

        18,150,795Notes payable to related parties

        

        


      

        

        

        21,902,375Deferred taxes

        

        

        12,788,117

        

        

        8,955,590Total liabilities

        

        

        78,903,905

        

        

        117,205,407Commitments and contingencies

        

        

        

        

        

        Stockholders equity (deficit):Preferred stock, $.0005 par value, 2,500,000 shares authorized, none issued at September 30, 2006 or December 31, 2005

        

        

        

        

        

        Common stock, $.0005 par value, 35,000,000 shares authorized, 11,069,686 and 2,342,125 shares issued and outstanding September 30, 2006 and December 31, 2005, respectively

        

        

        16,073

        

        

        11,709Additional paid-in capital

        

        

        92,180,353

        

        

        21,698,506Accumulated deficit

        

        

        (23,830,197

        )

        

        (36,698,269

        )Treasury stock, at cost

        

        

        

        

        

        (583,393

        )Total stockholders equity (deficit)

        

        

        68,366,229

        

        

        (15,571,447

        )Total liabilities and stockholders equity (deficit)

        

        $

        147,270,134

        

        $

        101,633,960


See accompanying notes to the condensed financial statements.

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Warrior
  Energy Services Corporation

Condensed
  Statements of Operations

For
  the three months ended September 30, 2006 and September 30, 2005

(Unaudited)



September 30,2006


      

        September 30,2005RevenuesWireline


      


      $


      30,494,495


      


      $


      17,421,589Well intervention

        

        

        7,750,867

        

        

        38,245,362

        

        

        17,421,589Operating costsWireline

        

        

        15,030,919

        

        

        10,273,957Well intervention

        

        

        4,983,181

        

        

        Corporate

        

        

        693,016

        

        

        274,33720,707,116

        

        

        10,548,294Selling, general and administrative expenses

        

        

        4,446,067

        

        

        2,353,362Depreciation and amortization

        

        

        3,154,326

        

        

        1,166,771Income from operations

        

        

        9,937,853

        

        

        3,353,162Interest expense

        

        

        1,006,629

        

        

        972,236Net loss on sale of fixed assets

        

        

        17,957

        

        

        Other income (expense)

        

        

        32,050

        

        

        (107,919

        )Income before income taxes

        

        

        8,945,317

        

        

        2,273,007Provision for income taxes

        

        

        3,304,664

        

        

        49,278Net income

        

        $

        5,640,653

        

        $

        2,223,728Net income per share - basic

        

        $

        0.51

        

        $

        1.78Net income per share - diluted

        

        $

        0.48

        

        $

        1.78


See accompanying notes to the condensed financial statements.

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Warrior
  Energy Services Corporation

Condensed Statements of Operations

For the nine months ended September 30, 2006 and September 30, 2005

(Unaudited)



September
          30,2006
      
      September
          30,2005RevenuesWireline
      
      $
      75,495,067
      
      $
      51,578,843Well
          intervention
      
      
      22,564,269
      
      
      98,059,336
      
      
      51,578,843Operating
          costsWireline
      
      
      39,321,536
      
      
      30,302,774Well
          intervention
      
      
      11,860,831
      
      
      Corporate
      
      
      1,768,672
      
      
      874,49552,951,039
      
      
      31,177,269Selling,
          general and administrative expenses
      
      
      11,963,067
      
      
      6,757,432Depreciation
          and amortization
      
      
      8,623,316
      
      
      3,729,878Income
          from operations
      
      
      24,521,914
      
      
      9,914,264Interest
          expense
      
      
      4,139,066
      
      
      2,896,031Net
          gain (loss) on sale of fixed assets
      
      
      (11,207
      )
      
      12,641Other
          income (expense)
      
      
      82,279
      
      
      (312,548
      )Income
          before income taxes
      
      
      20,453,920
      
      
      6,718,326Provision
          for income taxes
      
      
      7,585,848
      
      
      134,723Net
          income
      
      $
      12,868,072
      
      $
      6,583,603Net
          income per share - basic
      
      $
      1.74
      
      $
      5.27Net
          income per share - diluted
      
      $
      1.47
      
      $
      5.27


See accompanying notes to the condensed financial statements

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Warrior Energy Services Corporation

Condensed Statements of Cash Flows

For the Nine months ended September 30, 2006 and September 30, 2005

(Unaudited)



September
          30, 
          2006


      


      September
          30, 
          2005Cash flows from operating activities:


      


      $


      22,031,998


      


      $


      13,124,972Cash flows from investing activities:Acquisitions of property, plant and equipment

        

        

        (29,892,322

        )

        

        (5,897,612

        )Deposits made on acquisition of property, plant and equipment

        

        

        (11,736,803

        )

        

        Increase in restricted cash

        

        

        (1,415,622

        )

        

        Proceeds from sale of property, plant and equipment

        

        

        18,750

        

        

        15,062Cash used in investing activities

        

        

        (43,025,997

        )

        

        (5,882,550

        )Cash flows from financing activities:Debt issuance costs

        

        

        (3,610

        )

        

        Proceeds from exercise of options

        

        

        2,537,094

        

        

        Proceeds from public offering, net of expenses and change of control payment

        

        

        187,669,857

        

        

        Convertible debt and warrants repurchased

        

        

        (160,395,697

        )

        

        Proceeds from bank and other borrowings

        

        

        12,962,993

        

        

        573,252Principal payments on long-term debt, notes payable and capital lease obligations

        

        

        (36,653,656

        )

        

        (3,783,541

        )Proceeds from working revolver, net

        

        

        15,289,185

        

        

        Cash provided by (used in) financing activities

        

        

        21,406,166

        

        

        (3,210,289

        )Net increase in cash and cash equivalents

        

        

        412,167

        

        

        4,032,133Cash and cash equivalents, beginning of period

        

        

        701,031

        

        

        2,647,980Cash and cash equivalents, end of period

        

        $

        1,113,198

        

        $

        6,680,113Supplemental disclosure of cash flow information:Cash paid during the period for:Interest

        

        $

        3,283,676

        

        $

        323,086Income taxes

        

        $

        940,000

        

        $

        Non-cash investing activities:Shares issued upon conversion of indebtedness

        

        $

        40,600,776

        

        $

        


See accompanying notes to the condensed financial statements.

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Warrior Energy Services Corporation

Condensed Statement of Stockholders Equity

For the nine months ended September 30, 2006

(Unaudited)



Common
          Stock
      
      Paid-InCapital
      
      AccumulatedDeficit
      
      Treasury
          StockShares
      
      Par
          Value
      
      
      
      Shares
      
      Cost
      
      TotalBalance,
          December 31, 2005
      
      2,341,663
      
      $
      11,709
      
      $
      21,698,506
      
      $
      (36,698,269
      )
      462
      
      $
      (583,393
      )
      $
      (15,571,447
      )Net
          income for the period
      
      
      
      
      
      
      
      
      
      
      12,868,072
      
      
      
      
      
      
      
      12,868,072Shares
          issued upon conversion of indebtedness
      
      5,413,437
      
      
      2,707
      
      
      40,598,069
      
      
      
      
      
      
      
      
      
      
      40,600,776Shares
          issued upon conversion of warrants
      
      1,531,744
      
      
      766
      
      
      (766
      )
      
      
      
      
      
      
      
      
      
      Public
          offering, net of expenses
      
      8,860,534
      
      
      4,430
      
      
      187,665,427
      
      
      
      
      
      
      
      
      
      
      187,669,857Shares
          issued upon exercise of options
      
      384,708
      
      
      192
      
      
      2,536,902
      
      
      
      
      
      
      
      
      
      
      2,537,094Repurchase
          of shares issued in conversion indebtedness
      
      
      
      
      
      
      
      
      
      
      
      
      7,462,400
      
      
      (160,395,697
      )
      
      (160,395,697
      )Retirement
          of treasury shares
      
      (7,462,400
      )
      
      (3,731
      )
      
      (160,975,359
      )
      
      
      
      (7,462,862
      )
      
      160,979,090
      
      
      Stock
          compensation expense
      
      
      
      
      
      
      
      657,574
      
      
      
      
      
      
      
      
      
      
      657,574Balance,
          September 30, 2006
      
      11,069,686
      
      $
      16,073
      
      $
      92,180,353
      
      $
      (23,830,197
      )
      
      
      $
      
      
      $
      68,366,229


See accompanying notes to the condensed financial statements

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WARRIOR
  ENERGY SERVICES CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1.
      General


The accompanying condensed financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position of Warrior Energy Services Corporation (the Company). Such adjustments are of a normal recurring nature.   The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. The Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2005 should be read in conjunction with this document.

The Company is a natural gas and oil well services company that provides cased-hole wireline and well intervention services to exploration and production (E&P) companies. As a result of the Companys acquisition of Bobcat Pressure Control, Inc. (Bobcat) on December 16, 2005, which represents the Companys introduction into the well intervention services business, the Company currently operates in two business segments: wireline services and well intervention services. The Companys wireline segment includes the business conducted prior to the Bobcat acquisition, and its well intervention segment includes the business conducted by Bobcat post-acquisition. The Companys wireline services focus on cased-hole wireline operations, including logging services, perforating, mechanical services, pipe recovery and plugging and abandoning
the well. The Companys well intervention services are primarily hydraulic workover services, commonly known as snubbing services. In conjunction with its well intervention segment operations, in the fourth quarter of 2006, the Company began taking delivery of approximately 20 coiled tubing, nitrogen pumping and fluid pumping units with delivery of all the units expected before the end of 2007. All of the Companys services are performed at the well site and are fundamental to establishing and maintaining the flow of natural gas and oil throughout the productive life of the well.

On September 22, 2006, the Company entered into a merger agreement to be acquired by Superior Energy Services, Inc. (Superior). Under the terms of the agreement, for each share of the Companys common stock, a stockholder will receive upon the closing of the transaction $14.50 in cash and 0.452 shares of Superior common stock. The total purchase price is $358.0 million based on the closing price of Superior common stock on September 22, 2006, inclusive of indebtedness of the Company. The transaction is subject to approval by the stockholders of the Company, regulatory review and customary closing conditions, and is expected to close late in the fourth quarter of 2006. More information on the merger agreement can be found in the Companys S-4 filing with the Securities and Exchange Commission.

2.
      Stock-Based
          Compensation


On January 1, 2006, the Company adopted the provisions of Statement 123 (revised 2004) (Statement 123(R)),Share-Based Payment,which revises Statement 123,Accounting for Stock-Based Compensation,and supersedes APB Opinion 25,Accounting for Stock Issued to Employees. Statement 123(R) requires the Company to recognize expense related to the fair value of our stock-based compensation awards, including employee stock options.

Prior to the adoption of Statement 123(R), the Company accounted for stock-based compensation awards using the intrinsic value method of APB Opinion 25. Accordingly, the Company did not recognize compensation expense in our statement of operations for options granted that had an exercise price equal to the market value of the underlying common stock on the date of grant. However, the Company did record compensation expense related to restricted stock units based on the market value of our stock at the date of grant. As required by Statement 123, the Company also provided certain pro forma disclosures for stock-based awards as if the fair-value-based approach of Statement 123 had been applied.

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The Company has elected to use the modified prospective transition method as permitted by Statement 123(R) and therefore has not restated its financial results for prior periods. Under this transition method, the Company will apply the provisions of Statement 123(R) to new awards and to awards modified, repurchased, or cancelled after January 1, 2006. Additionally, the Company will recognize compensation cost for the portion of awards for which the requisite service has not been rendered (unvested awards) that are outstanding as of January 1, 2006, as the remaining service is rendered. The compensation cost the Company records for these awards will be based on their grant-date fair value as calculated for the pro forma disclosures required by Statement 123.

The Companys pre-tax compensation cost for stock-based employee compensation was $361,846 ($227,239 after tax effects) for the three months ended September 30, 2006 and $657,574 ($412,956 after tax effects) for the nine months ended September 30, 2006.   As a result of the adoption of Statement 123(R), the Companys financial results were lower than under its previous accounting method for share-based compensation by the following amounts:



Three MonthsEndedSeptember 30, 2006


      

        Nine MonthsEndedSeptember 30, 2006Income before income taxes


      


      $


      361,846


      


      $


      657,574Net income

        

        $

        227,239

        

        $

        412,956Basic earnings per common share

        

        $

        0.02

        

        $

        0.06Diluted earnings per common share

        

        $

        0.02

        

        $

        0.04


Prior to the adoption of Statement 123(R), the Company presented all tax benefits resulting from the exercise of stock options as operating cash flows in the Statement of Cash Flows. Statement 123(R) requires that cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) be classified as financing cash flows. As the Company has not fully utilized its net operating loss carryforwards, the excess tax benefit will not be recorded until the tax benefits are realized.

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The following table illustrates the effect on net income after tax and net income per common share as if the Company had applied the fair value recognition provisions of Statement 123 to stock-based compensation for the three and nine-month periods ended September 30, 2005:

Three MonthsEndedSeptember 30, 2005


      

        Nine MonthsEndedSeptember 30, 2005Net income:Net income, as reported


      


      $


      2,223,728


      


      $


      6,583,603Add: Stock-based employee compensation expense previously included in reported net income, net of related tax effects

        

        

        

        

        

        Add: Stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects (1)

        

        

        26,649

        

        

        53,545Pro forma net income

        

        $

        2,250,377

        

        $

        6,637,148Basic and diluted earnings per common share:As reported

        

        $

        1.78

        

        $

        5.27Pro forma

        

        $

        1.80

        

        $

        5.31


(1)

        addition of stock based compensation expense due to cancellation of previously issued options


The fair value of options granted during the nine months ended September 30, 2006 is estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions in the table below.



September 30,2006Expected term (years)


      


      10.0Risk-free interest rate

        

        4.56

        %Volatility

        

        117

        %Dividend yield

        

        


The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the US Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of the Companys stock. The Company has not historically issued any dividends and does not expect to in the future.

2000 Stock Incentive Plan

The Company has adopted a Stock Incentive Plan with a remaining total of 339,807 shares available for award at September 30, 2006. Delivery of shares or vesting of options, and the associated compensation expense, is spread equally over the vesting period of the grant and is subject to the employees continued employment by the Company. Option grants under the 2000 Stock Incentive Plan have a contractual life of up to ten years. Grants vest at various times under the Plan. At September 30, 2006, all options granted under the Plan are fully vested with the exception of those options and restricted stock units (RSUs) granted in 2006. To qualify as incentive stock options under the Internal Revenue Code, options must be granted with an exercise price of not less than the fair market value on the date of grant. The Plan terminates on February 11, 2010.

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The following is a summary of the changes in outstanding options for the nine months ended September 30, 2006:



Shares(000)


      

        WeightedAverage ExercisePrice


      


      WeightedAverageRemaining ContractualLife


      

        AggregateIntrinsic Value(000)Outstanding at December 31, 2005


      


      1,060


      


      $


      7.51


      


      49 MonthsOptions granted

        

        10

        

        $

        21.10

        

        115 MonthsOptions exercised

        

        412

        

        $

        7.50

        

        Forfeited

        

        

        

        

        

        

        Expired

        

        

        

        

        

        

        Outstanding at September 30, 2006

        

        658

        

        $

        7.71

        

        50 Months

        

        $

        14,838Vested or expected to vest at end of period

        

        648

        

        $

        7.71

        

        50 Months

        

        $

        14,612Exercisable at end of period

        

        648

        

        $

        7.71

        

        50 Months

        

        $

        14,612


The weighted-average grant-date fair value of share options granted during the nine months ended September 30, 2006 was $20.09.

The following is a summary of the changes in non-vested options for the nine months ended September 30, 2006:



Options(000)
      
      WeightedAverageGrant-DateFair ValueNon-vested
          options at December 31, 2005
      
      
      
      
      Granted
      
      10
      
      $
      20.09Vested
      
      
      
      
      Forfeited
      
      
      
      
      Non-vested
          options at September 30, 2006
      
      10
      
      $
      20.09


The following is a summary of the changes in outstanding RSUs for the nine months ended September 30, 2006:



Shares(000)


      

        WeightedAverageIssuancePrice


      


      WeightedAverageRemainingContractualLife


      

        AggregateIntrinsic Value(000)Outstanding at December 31, 2005


      


      


      


      


      RSUs granted

        

        348

        

        $

        21.25

        

        115 MonthsRSUs exercised

        

        

        

        

        

        

        Forfeited

        

        

        

        

        

        

        Expired

        


      

        

        

        

        

        Outstanding at September 30, 2006

        

        348

        

        $

        21.25

        

        115 Months

        

        $

        7,847Vested or expected to vest at end of period

        

        

        

        $

        21.25

        

        115 Months

        

        

        Exercisable at end of period

        

        

        

        $

        21.25

        

        115 Months

        

        

        




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The following is a summary of the changes in non-vested RSUs for the nine months ended September 30, 2006:



RSUs(000)


      

        WeightedAverageGrant-DateFair ValueNon-vested RSUs at December 31, 2005


      


      


      


      


      Granted


      


      348


      


      $


      21.25Vested

        

        

        

        

        Forfeited

        

        

        

        

        Non-vested RSUs at September 30, 2006

        

        348

        

        $

        21.25


Other information

As of September 30, 2006, the Company has $6.4 million of total unrecognized compensation cost related to non-vested awards granted under its various share-based plans, which it expects to recognize over a weighted-average period of 4 years.

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3.

        Earnings Per Share


The calculation of basic and diluted earnings per share (EPS) is as follows:



For
          the Three Months Ended,September
          30, 2006
      
      September
          30, 2005Income(Numerator)
      
      Shares(Denominator)
      
      Per
          ShareAmount
      
      Income(Numerator)
      
      Shares(Denominator)
      
      Per
          ShareAmountNet
          income per share  basic
      
      $
      5,640,653
      
      11,069,686
      
      $
      0.51
      
      $
      2,223,728
      
      1,249,953
      
      $
      1.78Net
          income per share  diluted
      
      $
      5,640,653
      
      11,848,973
      
      $
      .48
      
      $
      2,223,728
      
      1,249,953
      
      $
      1.78




For
          the Nine Months Ended,September
          30, 2006
      
      September
          30, 2005Income(Numerator)
      
      Shares(Denominator)
      
      Per
          ShareAmount
      
      Income(Numerator)
      
      Shares(Denominator)
      
      Per
          ShareAmountNet
          income per share  basic
      
      $
      12,868,072
      
      7,398,409
      
      $
      1.74
      
      $
      6,583,603
      
      1,249,953
      
      $
      5.27Net
          income per share  diluted
      
      $
      13,689,411
      
      9,341,989
      
      $
      1.47
      
      $
      6,583,603
      
      1,249,953
      
      $
      5.27




For
          the Three Months EndedSeptember 30, 2006
      
      For
          the Nine Months EndedSeptember 30, 2006Income(Numerator)
      
      Weightedaveragenumber ofoutstandingshares(Denominator)
      
      Amountper share
      
      Income(Numerator)
      
      Weightedaveragenumber ofoutstandingshares(Denominator)
      
      Amountper shareBasic
          EPSNet
          income
      
      $
      5,640,653
      
      11,069,686
      
      $
      0.51
      
      $
      12.868,072
      
      7,398,409
      
      $
      1.74Effects
          of dilutive securitiesOptions
          to purchase common stock
      
      
      
      
      758,206
      
      
      
      
      
      
      
      501,743Warrants
          to purchase common stock
      
      
      
      
      21,080
      
      
      
      
      
      
      
      354,023Convertible
          debt
      
      
      
      
      
      
      
      
      
      
      
      
      1,087,815Interest
          on convertible debt
      
      
      
      
      
      
      
      
      
      
      821,339Net
          income adjusted for interest expense of assumed conversion of convertible
          debt
      
      $
      5,640,653
      
      11,848,972
      
      $
      0.48
      
      $
      13,689,411
      
      9,341,990
      
      $
      1.47


Options, RSUs and warrants to purchase 1,038,417 and 8,135,183 shares of common stock were outstanding at September 30, 2006 and 2005, respectively. The options and warrants are exercisable at prices ranging from $7.50 to $26.30. The RSUs vest on various dates through 2010. These shares were not included in the computation of diluted earnings per share for the three and nine months ended September 30, 2005 as the effect would be anti-dilutive. Substantially all of the options and warrants outstanding at September 30, 2006 are exercisable at $7.50 with 10,000 options issued in 2006 exercisable at $21.10 (see Note 7).

Convertible debt instruments, including convertible interest, which would result in the issuance of 5,663,720 shares of common stock if the conversion features were fully exercised, were outstanding at September 30, 2005. These shares were not included in the computation of diluted earnings per share for the three and nine months ended September 30, 2005 as the effect would be anti-dilutive. No such convertible debt instruments were outstanding at September 30, 2006 (see Note 7).



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4.

        Indebtedness


Senior Secured Credit Agreement

On December 16, 2005, the Company entered into the Senior Secured Credit Agreement with General Electric Capital Corporation (GECC) and on June 22, 2006 and August 14, 2006, it entered into amendments thereto. As amended, the Senior Secured Credit Agreement provides for a term loan and revolving and capital expenditure credit facilities in an aggregate amount of $85.0 million. The Senior Secured Credit Agreement amended, restated and modified the credit agreement the Company entered into with GECC as of September 14, 2001 and as it was amended and restated on November 14, 2004, including the amendments thereto. The Senior Secured Credit Agreement includes:



        a revolving credit facility of up to $30.0 million ($14.5 million available at September 30, 2006), but not exceeding a borrowing base of 85% of the book value of eligible accounts receivable, less any reserves GECC may establish from time to time,




        a term loan of $30.0 million, and




        a capital expenditure loan facility of up to $25.0 million ($20.0 available at September 30, 2006), but not exceeding the lesser of 80% of the hard costs of eligible capital equipment and 75% of the forced liquidation value of eligible capital equipment, subject to adjustment by GECC.


GECCs agreement to make revolving loans expires on December 16, 2008 and its agreement to make capital expenditure loans expires on June 16, 2007, unless earlier terminated under the terms of the Senior Secured Credit Agreement.

Interest Rates.The interest rate on borrowings under the Credit Agreement is based on an index rate, as defined, plus an interest rate margin. The Credit Agreement provides that the interest rate margins are adjusted on a quarterly basis based on the Companys ratio of funded debt to EBITDA for the trailing twelve months prior to the determination (the Leverage Ratio). Based on the Leverage Ratio, the annual interest rate on borrowings under the revolving loan facility range from 0.50% to 1.5% above the index rate, and the annual interest rate on borrowings under the term loan and capital expenditure loan facilities range from 2.00% to 3.0% above the index rate. The interest rate margin above the index rate may be adjusted from time to time on a quarterly basis based on the Companys ratio of its funded debt to
EBITDA (EBITDA is defined as net income (loss) plus interest expense, depreciation and amortization, deferred income taxes and other non-cash items) for the trailing twelve months prior to the determination. The index rate is a floating rate equal to the higher of (i) the rate publicly quoted from time to time by the Wall Street Journal as the prime rate, or (ii) the average of the rates on overnight Federal funds transactions among members of the Federal Reserve System plus 0.5%. Subject to the absence of an event of default and fulfillment of certain other conditions, the Company can elect to borrow or convert any loan and pay the annual interest at the LIBOR rate plus applicable margins, based on the Leverage Ratio, ranging from 1.5% to 2.5% on the revolving loan and ranging from 3.0% to 4.0% on the term loan and capital expenditure loan. At September 30, 2006 the interest rates were 9.3%, 8.9% and 8.9% for the revolving loan, term loan and capital expenditure loan,
respectively.



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Collateral.Advances under the Senior Secured Credit Agreement are collateralized by a senior lien against substantially all of the Companys assets.

Maturity of Loans.Borrowings under the revolving loan are able to be repaid and re-borrowed from time to time for working capital and general corporate needs, subject to the Companys continuing compliance with the terms of the agreement. Any amounts outstanding under the revolving loan are due and payable on December 16, 2008. The term loan is to be repaid in 12 consecutive quarterly installments of $1.1 million commencing January 1, 2006 with a final installment of $16.8 million due and payable on January 1, 2009. The capital expenditure loan is to be repaid in eight quarterly installments commencing January 1, 2007 and continuing thereafter with the first two installments to be equal to $250,000 and the last six installments to be equal to the sum of $250,000 plus 1/20th of the principal amount of the capital
expenditure loan funded on or after August 14, 2006. A final ninth installment is due and payable on December 16, 2008 and is to be in the amount of the entire remaining balance of the capital expenditure loan.

Mandatory and Voluntary Prepayments.Borrowings under the Senior Secured Credit Agreement are subject to certain mandatory pre-payments including, among other requirements, pre-payment out of a portion of the net proceeds of any sale of stock by the Company in a public offering. The Company must apply the net proceeds from any sale of its stock, other than on exercise of existing warrants and conversion rights, occurring before December 31, 2006 to the prepayment of loans. On April 25, 2006, the Company applied $4.0 million out of the net proceeds of its underwritten public offering of common stock to the repayment of indebtedness outstanding under the Senior Secured Credit Agreement and paid approximately $40,000 in prepayment fees. SeeNote 11.Subsequent Eventsto the Notes to Condensed Financial Statements.

The Company is also required to prepay annually, commencing with the fiscal year ending December 31, 2006, loans and other outstanding obligations under the Senior Secured Credit Agreement in an amount equal to seventy-five percent 75% of the Companys excess cash flow for the immediately preceding fiscal year. At September 30, 2006 no excess cash flow payment is due.

The Company may at any time prepay all or part of the term loan or capital expenditure loan, permanently reduce or terminate the capital expenditure commitment, and permanently reduce but not terminate the revolving loan commitment, subject to the payment of certain pre-payment fees declining from 1.0% in the event the termination or reduction occurs during the first year, 0.5% in the event the termination or reduction occurs during the second year, and 0.25% in the event the termination or reduction occurs during the third year of the term of the Senior Secured Credit Agreement.

At September 30, 2006, the Company is in compliance with all covenants under its Senior Secured Credit Agreement.

Second Lien Credit Agreement

On December 16, 2005, the Company entered into the Second Lien Credit Agreement with GECC, providing for a term loan $25.0 million. The annual interest rate on borrowings under the term loan was 6.0% above the index rate, as defined above. Initial borrowings under the Second Lien Credit Agreement advanced on December 16, 2005 of $25.0 million were used to pay a portion of the Bobcat acquisition purchase price. The indebtedness outstanding under the Second Lien Credit Agreement was repaid in full, including prepayment fees, on April 25, 2006 out of the net proceeds of the Companys underwritten public offering of shares of its common stock.





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Subordinated Indebtedness.

Through April 24, 2006, the Company had outstanding principal of and accrued interest on subordinated indebtedness of approximately $40.9 million. Of this indebtedness, $40.6 million of principal and accrued interest was converted into 5,413,437 shares of common stock at the closing of the Companys public offering on April 24, 2006 and all but 117,507 of the shares issued were repurchased by the Company out of the net proceeds of the public offering and retired. The outstanding principal bore interest at 15% per annum. The principal and accrued interest was convertible into shares of the Companys common stock at a per share conversion price of $7.50.

5.

        Commitments and Contingencies


The Company and certain of the former holders of the equity securities purchased by the Company out of the proceeds Companys public offering are currently involved in an arbitration proceeding regarding the allocation of fees and expenses related to the offering and deducted by the Company in arriving at the amounts payable to the former holders. There is a binding agreement to arbitrate, with a hearing anticipated in the first quarter of 2007. The Company believes that any additional amount determined to be payable to such persons would not be material to its financial condition  The amount in dispute with such persons ranges up to $2.7 million with the Companys position being that it has properly allocated the fees and expenses to the former holders and nothing further is owing to such persons.

The Company is a defendant in various legal actions in the ordinary course of business. Management does not believe the ultimate outcome of these actions will have a materially adverse effect on the financial position, results of operations or cash flows of the Company.

6.

        Segment and Related Information


With the acquisition of Bobcat, the Company currently conducts its business through two operating segments as described below. The Companys operating results include the operating results of Bobcat subsequent to its acquisition on December 16, 2005.

The accounting policies of the reportable segments are the same as those described in Note 4 of the Companys Annual Report of Form 10-K for the fiscal year ended December 31, 2005. The Company evaluates the performance of its operating segments based on operating income and EBITDA. Segment information for the three and nine months ended September 30, 2006 as well as for certain corporate expenses not allocated to the individual operating segments are as follows:





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For
          the Three Months Ended Sept 30, 2006
      
      Wireline
      
      WellIntervention
      
      Corporate
      
      TotalSegment
          revenues
      
      $
      30,494,495
      
      $
      7,750,867
      
      $
      
      
      $
      38,245,362Segment
          operating and sg&a expenses
      
      $
      16,501,943
      
      $
      5,717,398
      
      $
      2,933,842
      
      $
      25,153,183Segment
          depreciation and amortization
      
      $
      1,351,629
      
      $
      1,479,282
      
      $
      323,415
      
      $
      3,154,326Segment
          operating income
      
      $
      2,640,923
      
      $
      554,187
      
      $
      (3,257,257
      )
      $
      9,937,853Segment
          EBITDA (1)
      
      $
      13,992,552
      
      $
      2,033,469
      
      $
      (2,933,842
      )
      $
      13,092,179Segment
          assets
      
      $
      71,740,478
      
      $
      71,946,032
      
      $
      3,583,624
      
      $
      147,270,134Segment
          goodwill
      
      $
      1,237,417
      
      $
      12,802,765
      
      $
      
      
      $
      14,040,182(1)
          Reconciliation of EBITDA with net income:Net
          income
      
      
      5,640,653Plus
          provision for income taxes
      
      
      3,304,664Minus
          other income
      
      
      (32,050
      )Plus
          loss on sale of fixed assets
      
      
      17,957Plus
          interest expense
      
      
      1,006,629Plus:
          depreciation and amortization
      
      
      3,154,326EBITDA
      
      
      13,092,179




For
          the Nine Months Ended Sept 30, 2006
      
      Wireline
      
      WellIntervention
      
      Corporate
      
      TotalSegment
          revenues
      
      $
      75,495,067
      
      $
      2,564,269
      
      $
      
      
      $
      98,059,336Segment
          operating and sg&a expenses
      
      $
      43,585,321
      
      $
      3,616,814
      
      $
      7,711,971
      
      $
      64,914,106Segment
          depreciation and amortization
      
      $
      3,842,095
      
      $
      3,928,069
      
      $
      853,152
      
      $
      8,623,316Segment
          operating income
      
      $
      28,067,651
      
      $
      5,019,386
      
      $
      (8,565,123
      )
      $
      24,521,914Segment
          EBITDA (1)
      
      $
      31,909,746
      
      $
      8,947,455
      
      $
      (7,711,971
      )
      $
      33,145,230Segment
          assets
      
      $
      71,740,478
      
      $
      1,946,032
      
      $
      3,583,624
      
      $
      147,270,134Segment
          goodwill
      
      $
      1,237,417
      
      $
      2,802,765
      
      $
      
      
      $
      14,040,182(1)
          Reconciliation of EBITDA with net income:Net
          income
      
      
      12,868,072Plus
          provision for income taxes
      
      
      7,585,848Minus
          other income
      
      
      (82,279
      )Plus
          loss on sale of fixed assets
      
      
      11,207Plus
          interest expense
      
      
      4,139,066Plus:
          depreciation and amortization
      
      
      8,623,316EBITDA
      
      
      33,145,230


Wireline Segment.The Companys wireline segment accounted for 77.0% and 79.7% of its revenues for the three and nine months ended September 30, 2006, respectively. The Company operated a fleet of 61 cased-hole wireline trucks, 15 offshore wireline skids and four plug and abandonment (P&A) packages as of September 30, 2006. Specific wireline services include: logging services such as cement bond evaluation, production logging and other measurements; pipe recovery services; and perforating and mechanical services such as setting plugs and packers. Other services in the wireline segment include P&A services, which are used at the end of a wells productive life, and tubing conveyed perforating (TCP), which is a method of perforating the casing in order to open the flow path in a well for hydrocarbons.

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The following is an analysis of the Companys wireline segment operations for the first three quarters of 2006 and 2005 (dollars in thousands):



Revenue
      
      OperatingIncome
      
      AverageNumber ofUnits
      
      AverageJobs PerUnit2006:First
          Quarter
      
      $
      20,701
      
      $
      6,513
      
      73
      
      48Second
          Quarter
      
      $
      24,299
      
      $
      8,913
      
      77
      
      52Third
          Quarter
      
      $
      30,494
      
      $
      12,641
      
      80
      
      492005:First
          Quarter
      
      $
      14,448
      
      $
      1,597
      
      61
      
      46Second
          Quarter
      
      $
      19,709
      
      $
      4,964
      
      65
      
      50Third
          Quarter
      
      $
      17,422
      
      $
      3,353
      
      67
      
      51


Well Intervention Segment.The Companys well intervention segment accounted for 23.0% and 20.3% of revenues for the three and nine months ended September 30, 2006, respectively. The Company included well intervention revenues from the date of acquisition on December 16, 2005 only. The Company operated a fleet of 15 snubbing units as of September 30, 2006. The Companys well intervention segment also includes other related oil field services, such as freezing services, hot tapping services, rental tools and fishing services.

The following is an analysis of the Companys well intervention segment operations for the nine months ended September 30, 2006 (dollars in thousands):



Revenue
      
      OperatingIncome
      
      AverageNumber ofUnits
      
      Utilization
          (1)2006:First
          Quarter
      
      $
      6,602
      
      $
      1,903
      
      15
      
      51Second
          Quarter
      
      $
      8,211
      
      $
      2,562
      
      15
      
      47Third
          Quarter (2)
      
      $
      7,751
      
      $
      554
      
      15
      
      46


(1)

        Utilization represents number of days units were on location performing services


(2)

        Includes start-up costs associated with the Companys coiled tubing, nitrogen pumping and fluid pumping operations


7.

        Related Party Transactions


Through April 24, 2006, the closing date of a public offering of securities by the Company, the Company had outstanding notes payable to SJMB, L.P. (SJMB) and St. James Capital Partners, L.P. (SJCP) and others who participated with SJMB in the purchase of promissory notes and warrants of the Company (collectively the St. James Partnerships). Both the chairman and an employee of SJMB, L.L.C., the general partner of SJMB, served on the Companys Board of Directors through 12:01 AM on April 19, 2006. Through that time, such persons were the chairman and an employee of St. James Capital Corp., which was then the general partner of SJCP. At April 24, 2006 and September 30, 2005, notes due to the St. James Partnerships totaled $21.9 million and $23.0 million, respectively. The notes bore interest at 15% and were convertible into shares of
common stock at a conversion price of $7.50 per share. The principal and accrued interest on this indebtedness was converted into 5,413,437 shares of common stock at a conversion price of $7.50 per share on April 24, 2006 and all but 117,507 of the shares issued were repurchased by the Company out of the net proceeds of the public offering.

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8.

        Equity Offering and Issuance of Common Stock


In April 2006, the Company completed a public offering of approximately 8.9 million shares of its common stock at $23.50 per share. Raymond James, Simmons & Company, International and Johnson Rice & Company, L.L.C. were the underwriters. The Company received proceeds, net of underwriting commissions of approximately $193.6 million ($21.85 per share) and paid approximately $6.0 million in related offering expenses. From the proceeds of the offering, the Company repurchased the stock issued for all its outstanding related party promissory notes and interest in April 2006, which were converted to equity in conjunction with the offering. The Company was also able to reduce its outstanding senior and second lien indebtedness by approximately $29.1 million. A reconciliation of the use of proceeds is as follows (in thousands, except share data) (unaudited):



Shares
          issued upon completion of public offering
      
      
      8,860,534Shares
          issued upon conversion of convertible debt
      
      
      5,413,437Shares
          issued upon conversion of warrants
      
      
      1,358,508Shares
          repurchased from proceeds of offering
      
      
      (7,462,400
      )Net
          shares issued from completion of offering
      
      
      8,170,079Proceeds
          from sale of securities
      
      $
      193,647Less
          fees and expenses
      
      
      ($5,977
      )Total
          proceeds available
      
      $
      187,670Use
          of proceeds:Shares
          repurchased from conversion of convertible debt
      
      
      ($160,396
      )Repayment
          of indebtedness
      
      
      ($29,057
      )Total
          payments of proceeds
      
      
      ($189,453
      )Excess
          working capital used
      
      
      ($1,783
      )


The Company and certain of the former holders of the equity securities purchased by the Company out of the proceeds Companys public offering are currently involved in an arbitration proceeding regarding the allocation of fees and expenses related to the offering and deducted by the Company in arriving at the amounts payable to the former holders. There is a binding agreement to arbitrate, with a hearing anticipated in the first quarter of 2007. The Company believes that any additional amount determined to be payable to such persons would not be material to its financial condition. See further discussion at footnote 5.

Also, during the period January 1, 2006 through September 30, 2006, options granted under the Companys Incentive Option Plan to purchase an aggregate of 384,708 shares of common stock were exercised resulting in total proceeds to the Company of $2.5 million.

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9.

        Income Taxes


The difference between the statutory rate and the effective rate relates primarily to state income taxes. The Company has federal tax net operating loss carryforwards (NOLs) that unless utilized, expire at various dates through 2024. The Companys utilization of NOLs is subject to a number of uncertainties including the ability to generate future taxable income. In addition, the Company has been subject to a number of ownership changes as defined under Internal Revenue Code Section 382. Section 382 imposes additional limitations on utilization of certain of the Companys NOLs. As a result, the Company has provided a valuation allowance on a portion of its NOLs which are more likely than not to be unavailable for use due to these limitations and is paying income taxes on its earnings in the last half of 2006.

10.

        Recently Issued Accounting Pronouncements


In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140 which is effective for fiscal years beginning after September 15, 2006. The statement was issued to clarify the application of FASB Statement No. 133 to beneficial interests in securitized financial assets and to improve the consistency of accounting for similar financial instruments, regardless of the form of the instruments. The Company has evaluated the new statement and determined that the potential impact on its financial statements would not be material.

In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets  an amendment of FASB Statement No. 140 which is effective for fiscal years beginning after September 15, 2006. This statement was issued to simplify the accounting for servicing rights and to reduce the volatility that results from using different measurement attributes. The Company has evaluated the new statement and has determined that it will not have a significant impact on the determination or reporting of its financial results.

On July 13, 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  an interpretation of FAS 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating what impact, if
any, this statement will have on its financial statements.

In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB 108 was issued to provide consistency between how registrants quantify financial statement misstatements.





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Historically, there have been two widely-used methods for quantifying the effects of financial statement misstatements. These methods are referred to as the roll-over and iron curtain method. The roll-over method quantifies the amount by which the current year income statement is misstated. Exclusive reliance on an income statement approach can result in the accumulation of errors on the balance sheet that may not have been material to any individual income statement, but which may misstate one or more balance sheet accounts. The iron curtain method quantifies the error as the cumulative amount by which the current year balance sheet is misstated. Exclusive reliance on a balance sheet approach can result in disregarding the effects of errors in the current year income statement that results from the correction of an error existing in previously issued
financial statements. We currently use the roll-over method for quantifying identified financial statement misstatements.

SAB 108 established an approach that requires quantification of financial statement misstatements based on the effects of the misstatement on each of the companys financial statements and the related financial statement disclosures. This approach is commonly referred to as the dual approach because it requires quantification of errors under both the roll-over and iron curtain methods.

SAB 108 allows registrants to initially apply the dual approach either by (1) retroactively adjusting prior financial statements as if the dual approach had always been used or by (2) recording the cumulative effect of initially applying the dual approach as adjustments to the carrying values of assets and liabilities as of January 1, 2006 with an offsetting adjustment recorded to the opening balance of retained earnings. Use of this cumulative effect transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative adjustment and how and when it arose.

There is no material impact to the Companys financial statements based on analysis of unrecorded audit adjustments from prior periods.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company is a natural gas and oil well services company that provides cased-hole wireline and well intervention services to exploration and production (E&P) companies. The Companys wireline services focus on cased-hole wireline operations, including logging services, perforating, mechanical services, pipe recovery and plugging and abandoning the well. The Companys well intervention services are primarily hydraulic workover services, commonly known as snubbing services. In conjunction with its well intervention segment operations, in the fourth quarter of 2006, the Company began taking delivery of approximately 20 coiled tubing, nitrogen pumping and fluid pumping units with delivery of all the units expected before the end of 2007. All of the Companys services are performed at the well site and are fundamental to establishing and maintaining
the flow of natural gas and oil throughout the productive life of the well.

The Companys results of operations are affected primarily by the extent of utilization and rates paid for its wireline and well intervention services, which is dependent upon the upstream spending by the natural gas and oil exploration and production companies that comprise its client base. The Company derives a majority of its revenues from services supporting production from existing natural gas and oil operations. Demand for these production-related services is less volatile than drilling-related services and tends to remain more stable, as ongoing maintenance spending is required to sustain production. As natural gas and oil prices reach higher levels, demand for the Companys production-related services generally increases as its customers engage in more well servicing activities relating to existing wells to maintain or increase natural gas and oil production
from those wells. Because some of the Companys services are required to support drilling activities, the Company is subject to changes in capital spending by its customers as natural gas and oil prices increase or decrease.

As a result of the Companys acquisition of Bobcat Pressure Control, Inc. (Bobcat) on December 16, 2005, which represents the Companys introduction into the well intervention services business, the Company currently operates in two business segments: wireline services and well intervention services. The Companys wireline segment includes the business conducted prior to the Bobcat acquisition, and its well intervention segment includes the business conducted by Bobcat post-acquisition.

As a consequence of the completion on April 24, 2006 of the Companys underwritten public offering of shares of its common stock, it repaid a total of $29.1 of indebtedness owing to GECC under its Senior Secured Credit Agreement and Second Lien Credit Agreement. In addition, an aggregate of $40.6 million of principal and accrued interest on the Companys subordinated indebtedness was converted into 5,413,437 shares of the Companys common stock. The Company repurchased out of the net proceeds from its public offering 5,295,930 of those shares issued on conversion of the principal and interest on the subordinated indebtedness, together with 1,104,094 shares that were outstanding prior to the offering, and repurchased 4,075,528 of its common stock purchase warrants out of a total of 4,289,028 common stock purchase warrants that remained outstanding at the time of
the public offering. In addition, the 592,466 shares of common stock sold by the selling stockholders in the Companys underwritten public offering were issued concurrently with the public offering on conversion of $3.1 million principal amount of and accrued interest on outstanding convertible notes. Also concurrently with the public offering, the holders of approximately $525,000 principal amount of and accrued interest on outstanding convertible notes converted the principal of and accrued interest on those notes into an aggregate of 117,507 shares of common stock.



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On September 22, 2006, the Company entered into a merger agreement to be acquired by Superior. Under the terms of the agreement, for each share of the Companys common stock, a stockholder will receive upon the closing of the transaction $14.50 in cash and 0.452 shares of Superior common stock. The total purchase price is $358.0 million based on the closing price of Superior common stock on September 22, 2006, inclusive of indebtedness of the Company. The transaction is subject to approval by the stockholders of the Company, regulatory review and customary closing conditions, and is expected to close late in the fourth quarter of 2006. On November 7, 2006, the Company mailed to its stockholders of record as of the close of business on October 31, 2006, the record date for determining stockholders of the Company eligible to vote at a special meeting, a notice of special
meeting of stockholders and a proxy statement/prospectus relating to a special meeting of stockholders to be held on December 12, 2006 to vote on a proposal to adopt the merger agreement with Superior.

Revenues

The majority of the Companys revenues are generated from major and large independent natural gas and oil companies. The primary factor influencing demand for the Companys services by those customers is their level of drilling and workover activity, which, in turn, depends primarily on the availability of drilling and workover prospects and current and anticipated future natural gas and oil commodity prices and production depletion rates.

The Companys services are generally provided at a price based on bids submitted which in turn are based on the Companys current pricing, equipment and crew availability and customer location and the nature of the service to be provided. These services are routinely provided to the Companys customers and are subject to the customers time schedule, weather conditions, availability of the Companys personnel and complexity of the operation. The Companys wireline services generally take one to three days to perform while its well intervention services can take up to two weeks or longer to perform. Service revenues are recognized at the time services are performed.

The Company generally charges for its wireline services on a per-well entry basis and its well intervention services on a day-rate basis. Depending on the specific service, a per-well entry or day-rate may include one or more of these components: (1) a set-up charge, (2) an hourly service rate based on equipment and labor, (3) an equipment rental charge, (4) a consumables charge and (5) a mileage and fuel charge. The Company determines the rates charged through a competitive bid process on a job-by-job basis or, for larger customers, the Company may negotiate on an annual basis. Typically, work is performed on a call out basis, whereby the customer requests services on a job-specific basis, but does not guarantee work levels beyond the specific job bid.



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During the three and nine months ended September 30, 2006, approximately $30.5 million or 79.7% and $75.5 million or 77.0% of the Companys revenues were generated from wireline services, respectively and approximately $7.7 million or 20.3% and $22.6 million or 23.0% of its revenues were generated from well intervention services, respectively. The Companys revenues from wireline services during the three and nine months ended September 30, 2005 were approximately $17.4 million and $51.6 million, respectively. Inasmuch as the Company entered the well intervention segment of its business in December 2005 with its acquisition of Bobcat, it had no revenues from this source in the three and nine months ended September 30, 2005. During the three and nine months ended September 30, 2006, approximately 63.6% and 68.5%, respectively, of the Companys revenues were
derived from onshore activities and approximately 36.4% and 31.5%, respectively, of the Companys revenues were derived from offshore activities. During the years ended December 31, 2005 and December 31, 2004, approximately 57.9% and 49.9%, respectively, of the Companys revenues were derived from onshore activities and approximately 42.1% and 50.1%, respectively, of the Companys revenues were derived from offshore activities.

Cost and Expenses

Operating Costs.The Companys operating costs are comprised primarily of labor expenses, repair and maintenance, material and fuel and insurance. In a competitive labor market in the industry, it is possible that the Company will have to raise wage rates to attract workers and retain or expand its current work force. The Company believes it will be able to increase service rates to its customers to compensate for wage rate increases. The Company also incurs costs to employ personnel to sell and supervise its services and perform maintenance on its fleet. These costs are not directly tied to the Companys level of business activity. Because the Company seeks to retain its experienced and well-qualified employees during cyclical downturns in its business, and is required to pay severance under employment agreements that cover
a portion of its workforce, the Company expects labor expenses to increase as a percentage of revenues during future cyclical downturns. Repair and maintenance is performed by the Companys crews, company maintenance personnel and outside service providers. The Company endeavors, where possible and subject to existing agreements, to pass on to its customers, material increases in materials and fuel costs as they are incurred by the Company. In any event, due to the timing of the Companys marketing and bidding cycles, there is generally a delay of several weeks or months from the time that it incurs an actual price increase until the time that the Company can endeavor to pass on that increase to its customers. Insurance is generally a fixed cost regardless of utilization and relates to the number of trucks, skids, snubbing units and other equipment in the Companys fleet, employee payroll and safety record.

Selling, General and Administrative Expenses.The Companys selling, general and administrative expenses include administrative, marketing, employee compensation and related benefits, office and lease expenses, insurance costs and professional fees, as well as other costs and expenses not directly related to field operations. The Companys management regularly evaluates the level of the Companys general and administrative expenses in relation to its revenue because these expenses have a direct impact on the Companys profitability. The Company expects to incur additional expense in future periods relating to incentive compensation paid to employees.

Interest Expense.Interest expense consists of interest associated with the Companys revolving line of credit, term loan, convertible notes and other debt as described in the notes to the Companys financial statements contained elsewhere in this Report. As a result of the Companys public offering completed on April 24, 2006, the Companys debt levels, as a consequence of the application of the net proceeds from that offering are substantially lower than their levels prior to that date. In addition, the Companys effective borrowing rate is substantially less than that associated with convertible subordinated debt outstanding prior to April 24, 2006 which was converted to equity in connection with the public offering. Accordingly, subsequent to April 24, 2006, interest expense is substantially lower than the
levels of interest expense following the Companys acquisition of Bobcat. Interest income primarily consists of interest earned on the Companys cash balances.



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Depreciation Expense.The Companys depreciation expense is based on estimates, assumptions and judgments relative to capitalized costs, useful lives and salvage values of the Companys assets. The Company generally computes depreciation using the straight-line method.

Income Taxes. At December 31, 2005, the Company had approximately $29.3 million of net operating losses (NOLs) available to offset future taxable income. A portion of these NOLs will be available to reduce taxable income in 2006. However, a significant portion of these NOLs are subject to IRS Section 382 limitations which restrict the Companys ability to use them to reduce taxable income.

The Company is required to record a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2005 the Company has recorded a valuation allowance of $6.4 million against the gross deferred tax asset.

In assessing the realizability of deferred tax assets, management considers future reversals of existing deferred tax liabilities, projected future taxable income exclusive of temporary differences and available tax planning strategies. In 2005, the Company recorded a decrease in the valuation allowance of $8.2 million. The decrease was recorded as a $3.0 million reduction of the provision for income taxes and as a $5.2 million reduction of the deferred tax liability and goodwill associated with the acquisition of Bobcat.

Results of Operations

The following discussion includes the results of operations of Bobcat for the three and nine months ended September 30, 2006. For further information relating to the results of operations of Bobcat prior to the completion of the acquisition through September 30, 2005 and pro forma financial information reflecting the combined results of operations of the Company and Bobcat for the nine months ended September 30, 2005 and the year ended December 31, 2004, see the Companys Amendment No. 1 to its Current Report on Form 8-K filed on February 22, 2006. See also Note 2 to the Notes to Financial Statements For the Years Ended December 31, 2005, 2004 and 2003 included in the Companys Annual Report on Form 10-K for the year ended December 31, 2005 for the pro forma statements of operations of the Company and Bobcat for the years ended December 31, 2005 and 2004.



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Three and Nine Months Ended September 30, 2006 Compared to Three and Nine Months Ended September 30, 2005

Revenues

The Companys total revenues increased by approximately $20.8 million and $46.5 million for the three and nine months ended September 30, 2006, respectively as compared to the three and nine months ended September 30, 2005. This increase in revenues was primarily the result of improved pricing and increased utilization of the Companys services due to the increase in well maintenance and drilling activity caused by higher natural gas and oil prices and the inclusion of revenues from the well intervention segment for the three and nine month period. The Companys wireline segment revenue increased by $13.1 million for the three months ended September 30, 2006 with the addition of two wireline units for the period. For the nine months ended September 30, 2006 the Companys wireline segment revenues increased by $23.9 million with the addition of eight wireline
units during the year ended December 31, 2005 and twelvewireline units during the nine months ended September 30, 2006. The Companys well intervention segment revenues were $7.8 million and $22.6 million for the three and nine months ended September 30, 2006 with its acquisition of Bobcat in December 2005. Revenues from the well intervention segment declined in the third quarter to $7.8 million, or by 6%, from the second quarter of 2006 due to lower utilization of the Companys largest and highest dayrate unit. Margins declined primarily because of the costs associated with starting the Companys coiled tubing, nitrogen and fluid pumping group with essentially no corresponding revenues. At the end of the third quarter and in October 2006, the Company took delivery of three nitrogen units and its first coiled tubing unit. Management expects results in this segment to significantly improve
in the fourth quarter of 2006 and beyond.

The following table sets forth the Companys revenues from its wireline service and well intervention service segments for the three and nine months ended September 30, 2006 and 2005. The Company entered into the well intervention service segment in December 2005 with its acquisition of Bobcat and had no revenues from this segment during the three and six months ended September 30, 2005.



Three Months EndedSeptember 30,2006


      

        2005Wireline segment revenues


      


      $


      30,494,495


      


      $


      17,421,589Well intervention segment revenues

        

        

        7,750,867

        

        

        $

        38,245,362

        

        $

        17,421,589Nine Months EndedSeptember 30,2006

        

        2005Wireline segment revenues

        

        $

        75,495,067

        

        $

        51,578,843Well intervention segment revenues

        

        

        22,564,269

        

        

        $

        98,059,336

        

        $

        51,578,843


The
  following is an analysis of the Companys wireline segment operations for
  the first three quarters of 2006 and 2005 (dollars in thousands):



Revenue


      

        OperatingIncome


      


      AverageNumber ofUnits


      


      AverageJobs PerUnit2006:First Quarter

        

        $

        20,701

        

        $

        6,513

        

        73

        

        48Second Quarter

        

        $

        24,299

        

        $

        8,913

        

        77

        

        52Third Quarter

        

        $

        30,494

        

        $

        12,641

        

        80

        

        492005:First Quarter

        

        $

        14,448

        

        $

        1,597

        

        61

        

        46Second Quarter

        

        $

        19,709

        

        $

        4,964

        

        65

        

        50Third Quarter

        

        $

        17,422

        

        $

        3,353

        

        67

        

        51




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The following is an analysis of the Companys well intervention segment operations for the nine months ended September 30, 2006 (dollars in thousands):



Revenue
      
      OperatingIncome
      
      AverageNumber ofUnits
      
      Utilization
          (1)2006:First
          Quarter
      
      $
      6,602
      
      $
      1,903
      
      15
      
      51Second
          Quarter
      
      $
      8,211
      
      $
      2,562
      
      15
      
      47Third
          Quarter (2)
      
      $
      7,751
      
      $
      554
      
      15
      
      46


(1)

        Utilization represents number of days units were on location performing services


(2)

        Includes start-up costs associated with the Companys coiled tubing, nitrogen pumping and fluid pumping operations


Operating Costs

The Companys total operating costs increased by approximately $10.2 million and $21.8 million for the three and nine months ended September 30, 2006 as compared to the same periods of 2005. Operating costs were 54.1% and 54.0% of revenues for the three and nine months ended September 30, 2006, as compared to 60.5% and 60.4% of revenues for the same periods of 2005. The decrease in operating costs as a percentage of revenues was primarily the result of the higher utilization and pricing and economies of scale in the three and nine months ended September 30, 2006 compared with 2005, as well as the contribution to income from operations from the well intervention segment. The Companys wireline segment operating costs increased by approximately $4.8 million and $9.0 million for the three and nine months ended September 30, 2006 as compared to the same periods in 2005 as
a result of the increased revenues for the periods with operating costs as a percentage of revenue decreasing to 49.3% and 52.1% from 59.0% and 57.6% for the same three and nine month periods in 2005. The Companys well intervention segment operating costs were $5.0 million and $11.9 million for the three and nine months ended September 30, 2006 with its acquisition of Bobcat in December 2005. Well intervention operating costs for the three months ended September 30, 2006 increased by $1.2 million over the prior quarter due mainly to the start up costs associated with the Companys coiled tubing, nitrogen pumping and fluid pumping operations. Salaries and benefits increased by approximately $6.2 million and $13.5 million for the three and nine months ended September 30, 2006, as compared to the same periods in 2005. Total number of employees increased from 359 at September 30, 2005 and 480 at December 31, 2005 to 609 at September 30, 2006. The increase in salaries and
benefits is primarily due to the increase in the number of employees in 2006 versus 2005.

Selling, General and Administrative Expenses

The Companys total selling, general and administrative expenses increased by approximately $2.1 million and $5.2 million for the three and nine months ended September 30, 2006, respectively. The increases are primarily due to increases in insurance, professional fees and stock compensation expense as well as added costs from the well intervention segment. As a percentage of revenues, total selling, general and administrative expenses decreased to 11.6% from 13.5% for the three months ended September 30, 2006 and decreased to 12.2% from 13.1% for the nine months ended September 30, 2006.



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Depreciation and Amortization

Depreciation and amortization increased by approximately $2.0 million and $4.9 million for the three and nine months ended September 30, 2006. The increase was primarily due to the Bobcat acquisition and the amortization of intangible assets acquired in the Bobcat acquisition.

Interest Expense

Interest expense increased by approximately $35,000 and $1.2 million for the three and nine months ended September 30, 2006, as compared to the same periods in 2005. The increase in interest expense for the nine month period is primarily attributable to the increase in the Companys senior debt outstanding as a result of the Bobcat acquisition in December 2005 which was substantially repaid in April 2006 as well as an increase in interest rates for the periods and for new property additions and deposits in 2006.

Other Income

Other
    income increased by approximately $140,000 and $395,000 for the three and
    nine months ended September 30, 2006, as compared to the same periods in
    2005 due to the expensing of certain non-recurring transaction related costs
    in the three months ended September 30, 2005.

Income Taxes

The
    provision for income taxes was approximately $3.3 million and $7.6 million
    for the three and nine months ended September 30, 2006 and approximately
    $49,000 and $135,000 for the three and nine months ended September 30, 2005.
    The Company has utilized substantially all of its remaining unrestricted
    NOLs to reduce the amount of current cash taxes payable. No
    change in the valuation
    allowance
    occurred
    during
    the period ended September 30, 2006. For the period ended September 30, 2005,
    the Company recorded a decrease in the valuation allowance which resulted
    in a reduction in the provision for income taxes.

Texas House Bill 3 (HB3), which was signed into law in May 2006, provides a comprehensive change in the method of business taxation in Texas. HB3 eliminates the taxable capital and earned surplus components of the existing Texas franchise tax and replaces these components with a taxable margin tax. This change is effective for tax reports filed on or after January 1, 2008 (which are based upon 2007 business activity) and results in no impact on the Companys current Texas income tax position.

The Company is required to include, in income, the impact of HB3 on its deferred state income taxes during the period which includes the date of enactment. Based on the available information regarding the proposed implementation of this new tax, the Company has determined that no change in deferred state income taxes is needed.

Net Income

Net income for the three and nine months ended September 30, 2006 was approximately $5.6 million and $12.9 million, respectively, compared with net income of approximately $2.2 million and $6.6 million, respectively, for the same periods of 2005. The improved results for the three and nine months ended September 30, 2006 over the same periods in 2005 was primarily the result of an increase in revenues reflecting an increase in demand for the Companys services which resulted in improved pricing and utilization of the Companys wireline and well intervention services.

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Liquidity and Capital Resources

The Companys primary liquidity needs are to fund capital expenditures, such as expanding its wireline and well intervention services, geographic expansion, manufacturing and upgrading trucks, skids and snubbing units, the addition of complementary service lines and funding general working capital needs. In addition, the Company could need capital to fund strategic business acquisitions. The Companys primary sources of funds have historically been cash flow from operations, proceeds from borrowings under bank credit facilities and the issuance of debt. With completion of the Companys public offering in April 2006, the Company anticipates that it will rely on cash generated from operations, borrowings under its credit facility and possible debt and equity offerings to satisfy its liquidity needs. The Company believes that with the current and anticipated
operating environment of the natural gas and oil industry, it will be able to meet its liquidity requirements for the remainder of 2006 and through September 2007. In addition to funding operating expenses, cash requirements for 2006 and through September 2007 are expected to be comprised mainly of amortization payments on indebtedness and funding capital improvements. The Companys planned growth initiatives are expected to require capital expenditures of in excess of $100.0 million through approximately December 31, 2008. The Companys ability to fund planned capital expenditures and to make acquisitions will depend upon its future operating performance, and more broadly, on the availability of debt and potentially equity financing, which will be affected by prevailing economic conditions in the Companys industry, and general financial, business and other factors, some of which are beyond the Companys control.

At September 30, 2006, the Companys outstanding indebtedness included primarily senior secured indebtedness aggregating approximately $46.3 million and other indebtedness of approximately $1.7 million.

Cash provided by the Companys operating activities was approximately $22.0 million (including a use of cash of $3.0 million for financing of the Companys insurance premiums and $1.6 million for a change of control payment) for the nine months ended September 30, 2006 as compared to cash provided of approximately $13.1 million for the same period in 2005. The increase in cash provided by operating activities was due mainly as a result in the increase in demand for the Companys services. During the nine months ended September 30, 2006, investing activities used cash of approximately $41.6 million for the acquisition of property, plant and equipment (including $11.7 million in deposits on future deliveries of coiled tubing, nitrogen pumping and fluid pumping units) as compared to $5.9 million for the same period in 2005. During the nine months ended September
30, 2006, financing activities used cash of approximately $36.7 million for principal payments on debt offset by net proceeds from the public offering and stock repurchases, exercise of options, bank and other borrowings and net draws on working capital revolving loans of approximately $58.1 million. During the nine months ended September 30, 2005, financing activities used cash of approximately $3.8 million for principal payments on debt offset by proceeds from bank and other borrowings and net draws on working capital revolving loans of approximately $573,000.

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The Company and certain of the former holders of the equity securities purchased by the Company out of the proceeds Companys public offering are currently involved in an arbitration proceeding regarding the allocation of fees and expenses related to the offering and deducted by the Company in arriving at the amounts payable to the former holders. There is a binding agreement to arbitrate, with a hearing anticipated in the first quarter of 2007. The Company believes that any additional amount determined to be payable to such persons would not be material to its financial condition.

Senior Secured Credit Agreement

On December 16, 2005, the Company entered into the Senior Secured Credit Agreement with GECC, providing for a term loan and revolving and capital expenditure credit facilities in an aggregate amount of $50.0 million. The Senior Secured Credit Agreement includes:



        a revolving credit facility of up to $30.0 million ($14.5 million available at September 30, 2006), but not exceeding a borrowing base of 85% of the book value of eligible accounts receivable, less any reserves GECC may establish from time to time,




        a term loan of $30.0 million, and




        a one-year capital expenditure loan facility of up to $25.0 million ($20.0 available at September 30, 2006), but not exceeding the lesser of 80% of the hard costs of eligible capital equipment and 75% of the forced liquidation value of eligible capital equipment, subject to adjustment by GECC.


GECCs agreement to make revolving loans expires on December 16, 2008 and its agreement to make capital expenditure loans expires on June 16, 2007, unless earlier terminated under the terms of the Senior Secured Credit Agreement. Based on the Leverage Ratio, the annual interest rate on borrowings under the revolving loan facility range from 0.50% to 1.5% above the index rate, and the annual interest rate on borrowings under the term loan and capital expenditure loan facilities range from 2.00% to 3.0% above the index rate. The index rate is a floating rate equal to the higher of (i) the rate publicly quoted from time to time by the Wall Street Journal as the prime rate, or (ii) the average of the rates on overnight Federal funds transactions among members of the Federal Reserve System plus 0.5%. Subject to the absence of an event of default and fulfillment of certain
other conditions, the Company can elect to borrow or convert any loan and pay the annual interest at the LIBOR rate plus applicable margins, based on the Leverage Ratio, ranging from 1.5% to 2.5% on the revolving loan and ranging from 3.0% to 4.0% on the term loan and capital expenditure loan. At September 30, 2006 the interest rates were 9.3%, 8.9% and 8.9% for the revolving loan, term loan and capital expenditure loan, respectively.

Advances under the Senior Secured Credit Agreement are collateralized by a senior lien against substantially all of the Companys assets.

Borrowings under the revolving loan are able to be repaid and re-borrowed from time to time for working capital and general corporate needs, subject to the Companys continuing compliance with the terms of the agreement. Any amounts outstanding under the revolving loan are due and payable on December 16, 2008. The term loan is to be repaid in 12 consecutive quarterly installments of $1.1 million commencing January 1, 2006 with a final installment of $16.8 million due and payable on January 1, 2009. The capital expenditure loan is to be repaid in eight quarterly installments commencing January 1, 2007 and continuing thereafter with the first two installments to be equal to $250,000 and the last six installments to be equal to the sum of $250,000 plus 1/20th of the principal amount of the capital expenditure loan funded on or after August 14, 2006. A final ninth
installment is due and payable on December 16, 2008 and is to be in the amount of the entire remaining balance of the capital expenditure loan.

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The
  following table sets forth information as of September 30, 2006 with respect
  to the Companys repayment obligations relating to its long term debt:



Total

        

        Prior toDecember 31,2006

        

        January 1,2007 toDecember 31,2008

        

        January 1,2009 toDecember 31,2011

        

        January 1,2012andthereafterLong Term Debt


      

        $


      48,019,754


      

        $


      21,757,765


      

        $


      14,446,512


      

        $


      10,908,749


      

        $


      906,728


Borrowings under the Senior Secured Credit Agreement are subject to certain mandatory pre-payments including, among other requirements, pre-payment out of a portion of the net proceeds of any sale of stock by the Company in a public offering. The Company must apply the net proceeds from any sale of its stock, other than on exercise of existing warrants and conversion rights, occurring before December 31, 2006 to the prepayment of loans. If the Company issues any shares of common stock, other than as described above, or any debt at any time, the Company is required to prepay the loans outstanding under the Senior Secured Credit Agreement in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs. The Company is also required to prepay annually, commencing with the fiscal year ending December 31, 2006, loans and other
outstanding obligations under the Senior Secured Credit Agreement in an amount equal to 75% of the Companys excess cash flow, as defined, for the immediately preceding fiscal year. At September 30, 2006, no excess cash flow payment is due.

Under the Senior Secured Credit Agreement, the Company is obligated to maintain compliance with a number of affirmative and negative covenants, including, among others, a prohibition on merging with, acquiring all or substantially all the assets or stock of, or otherwise combining with or acquiring, another person, incurring any indebtedness other than specified permitted indebtedness, and making any restricted payments, including payment of dividends, stock or warrant redemptions, repaying subordinated notes, except as otherwise permitted under the Senior Secured Credit Agreement. The financial covenants:



        limit the maximum amount of capital expenditures the Company is permitted to make as follows (such amounts exclude amounts financed entirely with proceeds of its capital expenditure loan facility):




Period

        

        Maximum CapitalExpenditure Per PeriodYear ended December 31, 2006

        

        $

        45.0 millionYear ended December 31, 2007

        

        $

        50.0 millionEach year ended December 31 thereafter

        

        $

        40.0 million


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

        Require the Company to have at the end of each fiscal quarter and for the 12-month period then ended, a ratio of (a) EBITDA minus capital expenditures paid in cash during such period, excluding capital expenditures financed under the Senior Secured Credit Agreement, minus income taxes paid in cash during such period to (b) fixed charges including, with certain exceptions, the total of principal and interest payments during such period, of not less than 1.5:1.0. For the purpose of calculating the ratio for the fiscal quarters ending March 31, 2006, June 30, 2006 and September 30, 2006, EBITDA and fixed charges are to be measured for the period commencing on January 1, 2006 and ending on the last day of such fiscal quarter.




        Require the Company to have, at the end of each fiscal month, a ratio of funded debt to EBITDA as of the last day of such fiscal month and for the 12-month period then ended of not more than the following:




        2.25:1.00 for the fiscal months ending on January 31, 2006 through March 31, 2006;




        2.25:1.00 for the fiscal months ending on April 30, 2006 through June 30, 2006;




        2.00:1.00 for the fiscal months ending on July 31, 2006 through March 31, 2007; and




        1.75:1.00 for each fiscal month ending thereafter.




        Require the Company to have, at the end of each fiscal month, EBITDA for the 12-month period then ended of not less than the following:




        $33,000,000 for the fiscal months ending on January 31, 2006 through March 31, 2006;




        $33,000,000 for the fiscal months ending on April 30, 2006 through June 30, 2006;




        $34,000,000 for the fiscal months ending on July 31, 2006 through December 31, 2006; and




        $35,000,000 for each fiscal month ending thereafter.


Events of default under the Senior Secured Credit Agreement include, among others and subject to certain limitations,



        the failure to make any payment of principal, interest, or fees when due and payable or to pay or reimburse GECC for any expense reimbursable under the Senior Secured Credit Agreement within ten days of demand for payment,




        the failure to perform the covenants under the Senior Secured Credit Agreement relating to use of proceeds, maintenance of a cash management system, maintenance of insurance, delivery of certificates of title for equipment, delivery of certain post-closing documents, and maintenance of compliance with the Senior Secured Credit Agreements negative covenants,




        the failure to deliver to the lenders monthly un-audited, quarterly un-audited and annual audited financial statements, an annual operating plan, and other reports, certificates and information as required by the Senior Secured Credit Agreement,




        the failure to perform any other provision of the Senior Secured Credit Agreement (other than those set forth above) which nonperformance remains un-remedied for 20 days or more,


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

        a default or breach under any other agreement or instrument to which the Company is a party beyond any grace period that involves the failure to pay in excess of $250,000 or causes or permits to cause indebtedness in excess of $250,000 to become due prior to its stated maturity,




        any information in a borrowing base certificate or any representation or warranty or certificate or in any written statement report, or financial statement delivered to GECC being untrue or incorrect in any material respect,




        a change of control, as defined, of the Company,




        the occurrence of an event having a material adverse effect, as defined,




        the initiation of insolvency, bankruptcy or liquidation proceedings,




        any final judgment for the payment of money in excess of $250,000 is outstanding against the Company and is not within thirty days discharged, stayed or bonded pending appeal,




        any material provision of or lien under any document relating to the Senior Secured Credit Agreement ceases to be valid,




        the attachment, seizure or levy upon of the Companys assets which continues for 30 days or more, and




        William Jenkins ceases to serve as the Companys chief executive officer, unless otherwise agreed by GECC.


Upon the occurrence of a default, which is defined as any event that with the passage of time or notice or both would, unless waived or cured, become an event of default, the lenders may discontinue making revolving loans and capital expenditure loans to the Company and increase the interest rate on all loans. Upon the occurrence of an event of default, the lenders may terminate the Senior Secured Credit Agreement, declare all indebtedness outstanding under the Senior Secured Credit Agreement due and payable, and exercise any of their rights under the Senior Secured Credit Agreement which includes the ability to foreclose on the Companys assets. In the event of a bankruptcy or liquidation proceeding, all borrowings under the Senior Secured Credit Agreement are immediately due and payable.

Reference is made to the Senior Secured Credit Agreement filed as an exhibit to the Companys Current Report on Form 8-K for December 16, 2005 and amendments thereto filed as exhibits to the Companys Current Report on Form 8-K for April 18, 2006 for a complete statement of the terms and conditions.

At September 30, 2006, the Company is in compliance with all covenants under its Senior Secured Credit Agreement.

Second Lien Credit Agreement

On December 16, 2005, the Company entered into the Second Lien Credit Agreement with GECC, providing for a term loan of $25.0 million. The annual interest rate on borrowings under the term loan was 6.0% above the index rate, as defined above. The loan under the Second Lien Credit Agreement was collateralized by a junior lien against substantially all of the Companys assets, subordinate to the lien under the Senior Secured Credit Agreement. Initial borrowings under the Second Lien Credit Agreement advanced on December 16, 2005 of $25.0 million were used to pay a portion of the Bobcat acquisition purchase price. This loan was repaid on April 25, 2006 out of the net proceeds from the Companys underwritten public offering of common stock.

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Significant Accounting Policies

The Companys Discussion and Analysis of Financial Condition and Results of Operations is based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to the allowance for bad debts, inventory, long-lived assets, intangibles and goodwill. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Companys significant accounting policies are described in Note 4 of the Notes to Financial Statements in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004) Share-Based Payment (SFAS 123(R)), as more fully described in Note 2 to the financial statements.

Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

With the exception of historical matters, the matters discussed in this Report are forward-looking statements as defined under the Securities Exchange Act of 1934, as amended (the Exchange Act), that involve risks and uncertainties. The Company intends that the forward-looking statements herein be covered by the safe-harbor provisions for forward-looking statements contained in the Securities Exchange Act of 1934, as amended, and this statement is included for the purpose of complying with these safe-harbor provisions.

Forward-looking statements include, but are not limited to, the matters described under Part I, Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations and Item 3. Qualitative and Quantitative Disclosures About Market Risk. Such forward-looking statements relate to the completion by the Company of its merger with Superior, the Companys ability to generate improved revenues and maintain profitability and cash flow, which in turn are based on the stability and level of prices for natural gas and oil, predictions and expectations as to the fluctuations in the levels of natural gas and oil prices, pricing in the natural gas and oil services industry and the willingness of customers to commit for natural gas and oil well services, the Companys ability to implement its intended business plans, which include, among other things,
the implementation of its previously announced growth initiatives and business strategy and goals, the Companys ability to raise additional debt or equity capital to meet its requirements and to implement its intended growth initiatives and to obtain additional financing to fund that growth when required, the Companys ability to maintain compliance with the covenants of its credit agreement and obtain waivers of violations that occur and consents to amendments as required, the Companys ability to compete in the premium natural gas and oil services market, the Companys ability to re-deploy its equipment among regional operations as required, the Companys ability to provide services using state of the art tooling and its ability to successfully integrate and operate the well intervention operations acquired from Bobcat.

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Important factors that may affect the Companys ability to meet these objectives or requirements include:



        adverse developments in general economic conditions;




        changes in capital markets;




        adverse developments in the natural gas and oil industry;




        developments in international relations;




        the commencement or expansion of hostilities by the United States or other governments;




        events of terrorism; and




        declines and fluctuations in the prices for natural gas and oil;


Material declines in the prices for natural gas and oil can be expected to adversely affect the Companys revenues. The Company cautions readers that various risk factors described in this Quarterly Report could cause the Companys operating results and financial condition to differ materially from those expressed in any forward-looking statements it makes and could adversely affect the Companys financial condition and the Companys ability to pursue its business strategy and plans. Risk factors that could affect the Companys revenues, profitability and future business operations, among others, are set forth under Item 1A  Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2005.

Item 3. Qualitative and Quantitative Disclosures About Market Risk

From time to time,the Company holds financial instruments comprised of debt securities and time deposits. All such instruments are classified as securities available for sale. At December 31, 2005 and September 30, 2006, the Company had no securities available for sale. The Company does not invest in portfolio equity securities, or commodities, or use financial derivatives for trading or hedging purposes. The Companys debt security portfolio represents funds held temporarily pending use in its business and operations. The Company manages these funds accordingly. The Company seeks reasonable assuredness of the safety of principal and market liquidity by investing in rated fixed income securities while, at the same time, seeking to achieve a favorable rate of return. The Companys market
risk exposure consists of exposure to changes in interest rates and to the risks of changes in the credit quality of issuers. The Company typically invests in investment grade securities with a term of three years or less. The Company believes that any exposure to interest rate risk is not material.

Under the Companys Senior Secured Credit Agreement and its Second Lien Credit Agreement with General Electric Capital Corporation entered into on December 16, 2005, the Company is subject to market risk exposure related to changes in the prime interest rate. Assuming the Companys level of borrowings from GECC at December 31, 2005 remained unchanged throughout 2006, if a 100 basis point increase in interest rates under the Restated Credit Agreement from rates in existence at December 31, 2005 prevailed throughout the year 2006, it would increase the Companys 2006 interest expense by approximately $416,000.

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On April 24, 2006, the Company repaid its Second Lien Credit Agreement in full and reduced its outstanding indebtedness under its Senior Secured Credit Agreement by approximately $4.0 million.

Item 4. Controls and Procedures

Under the supervision and with the participation of the Companys management, including William Jenkins, its President and Chief Executive Officer, and Ronald Whitter, its Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report, and, based on their evaluation, Mr. Jenkins and Mr. Whitter have concluded that these controls and procedures are effective. There were no changes in the Companys internal controls over financial reporting that occurred during the three months ended September 30, 2006 that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.

Disclosure controls and procedures are the Companys controls and other procedures that are designed to ensure that information required to be disclosed by it in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Companys management, including Mr. Jenkins and Mr. Whitter, as appropriate to allow timely decisions regarding required disclosure.

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PART II  OTHER INFORMATION

Item 1A.

        Risk Factors.


The following may be deemed to be a material change in the risk factors set forth under Item 1A of the Companys Annual Report on Form 10-K for the year ended December 31, 2005:

Failure to complete the merger with Superior could negatively impact the stock price and the future business and financial results of the Company.

Although the Company has agreed that its board of directors will, subject to fiduciary exceptions, recommend that its stockholders approve and adopt the merger agreement with Superior dated September 22, 2006, there is no assurance that the merger agreement and the merger will be approved, and there is no assurance that the other conditions to the completion of the merger will be satisfied. If the merger is not completed, the Company will be subject to several risks, including the following:



        The Company may be required to pay Superior $11.5 million, if the merger agreement is terminated under certain circumstances;




        The current market price of the Companys common stock may reflect a market assumption that the merger will occur, and a failure to complete the merger could result in a negative perception by the stock market of the Company generally and a resulting decline in the market price of the Companys common stock;




        Certain costs relating to the merger (such as legal, accounting and financial advisory fees) are payable by the Company whether or not the merger is completed;




        There may be substantial disruption to the business of the Company and a distraction of its management and employees from day-to-day operations, because matters related to the merger may require substantial commitments of time and resources, which could otherwise have been devoted to other opportunities that could have been beneficial to the Company;




        The Companys business could be adversely affected if it is unable to retain key employees or attract qualified replacements; and




        The Company would continue to face the risks that it currently faces as an independent company, as further described in the periodic reports and other documents the Company has filed with the Securities and Exchange Commission.


If the merger is not completed, these risks may materialize and may have a material adverse effect on the Companys business, financial results, financial condition and stock price.

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Item 6.

        Exhibits




31.1

        Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a)31.2

        Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)32.1

        Certification of President and Chief Executive Officer Pursuant to Section 1350 (furnished, not filed)32.2

        Certification of Chief Financial Officer Pursuant to Section 1350 (furnished, not filed)




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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.



WARRIOR ENERGY SERVICES CORPORATION(Registrant)Date:  November 9, 2006

        

        

        /S/  William L. JenkinsWilliam L. JenkinsPresident and Chief Executive Officer




/S/  Ronald WhitterRonald WhitterChief Financial Officer




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