8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2006

COMPLETE PRODUCTION SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-32058	72-1503959
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)
11700 Old Katy Road,		77079
Suite 300		(Zip Code)
Houston, Texas
(Address of principal executive
offices)

Registrant’s telephone number, including area code: (281) 372-2300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

 Press Release

Item 2.02 Results of Operations and Financial Condition

     On May 2, 2006, Complete Production Services, Inc. issued a press release announcing its results of operations for the quarter ended March 31, 2006. The press release contains non-GAAP financial information. The reconciliation of such non-GAAP financial information to GAAP financial measures is included in the press release and the schedules thereto. Further, the press release contains statements intended as “forward-looking statements,” all of which are subject to the cautionary statement about forward-looking statements set forth therein. This press release is furnished herewith as Exhibit 99.1, and its contents are hereby incorporated by reference into this report.

     The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the“Exchange Act”), nor shall this Report and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release issued on May 2, 2006

SIGNATURE

     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 hereunto duly authorized.

Date: May 2, 2006

Complete Production Services, Inc.
By:	/s/ J. Michael Mayer
	Senior Vice President and Chief
	Financial Officer

COMPLETE PRODUCTION SERVICES, INC.

EXHIBIT INDEX TO FORM 8-K

EXHIBIT NO.	ITEM
99.1	Press release issued on May 2, 2006

EX-99.1

EXHIBIT 99.1

Complete Production Services Reports First-Quarter
Earnings Up 139%

HOUSTON, May 2, 2006 (BUSINESS WIRE) – Complete Production Services, Inc. (NYSE:CPX) today reported first-quarter 2006 net income of $28.1 million, or $0.48 per diluted share on revenue of $275.7 million compared to net income of $11.8 million or $0.26 per diluted share on revenue of $161.3 million for the first quarter of 2005. This represents a 139% increase in net income and a 71% increase in revenue over the same period in the prior year.

First quarter 2006 revenues and operating margins increased year-over-year as a result of significant investment in growth capital during the last twelve months, higher market activity and an improved pricing environment, along with an active acquisition program. Operating profit of $56.5 million increased 107% from the previous year, resulting in an operating profit margin as a percent of revenue of 20.5%. All three operating segments’ revenue increased on a year-over-year basis, with the Completion & Production Services segment up 82%, the Drilling Services segment up 66% and the Product Sales segment up 36%. Revenues compared to the fourth quarter of 2005 were up 19% overall, with Completion & Production Services revenue up 21%, Drilling Services revenue up 10% and Product Sales up 19%.

“I am pleased to report excellent results in our first earnings report as a public company,” commented Joe Winkler, President and Chief Executive Officer. “Quarter one results are reflective of our growth strategy of investment in capital equipment and selective acquisitions within the resource plays of North America,” noted Winkler.

During the first quarter of 2006, we completed two acquisitions for total consideration of approximately $18 million (net of cash acquired) and invested approximately $59 million in capital equipment. As previously disclosed, we sold 13 million shares of common stock on April 20, 2006 in our Initial Public Offering and our stock began trading on the New York Stock Exchange on April 21 under the ticker symbol “CPX”.

Complete Production Services, Inc. provides completion, production and drilling services and products to the oil and gas industry in many of the most active basins throughout North America. We will hold our quarterly conference call to discuss first quarter 2006 results on Wednesday, May 3, 2006, at 10:00 a.m. Central Time. To participate in the live conference call, dial 866-761-0748 at least ten minutes prior to the scheduled start of the call. When prompted, provide the passcode: 60280152. The conference call will be available for replay beginning at 1:00 p.m., May 3, 2006, and will be available until May 10, 2006. To access the conference call replay, please call 888-286-8010 and use the passcode: 78473959. The call is also being webcast and can be accessed at our website at www.completeproduction.com.

The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risk and uncertainties. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among other things, risks associated with the general nature of the oilfield service industry. The company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this press release.

Management evaluates the performance of our operating segments using a non-GAAP financial measure, EBITDA. EBITDA is calculated as net income before interest expense, taxes, depreciation and amortization and minority interest. EBITDA is not a substitute for GAAP measures of earnings and cash flow. EBITDA is used in this press release because our management considers it an important supplemental measure of performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

For more information, please contact:

Mike Mayer
Senior Vice President and Chief Financial Officer
281-372-2311
mmayer@completeproduction.com

Complete Production Services, Inc.
Consolidated Statements of Operations
For the Quarters Ended March 31, 2006 and 2005
(in thousands)

	Quarter Ended		Quarter Ended
	March 31,		March 31,
	2006		2005
	(unaudited)		(unaudited)
Revenue:
Services	$	235,119	$	131,987
Products		40,617		29,264
		275,736		161,251
Cost of services		135,511		79,670
Cost of products		30,373		22,583
Selling, general and administrative expense		37,608		21,886
Depreciation and amortization		15,727		9,774
		219,219		133,913
Operating income		56,517		27,338
Interest expense		10,682		4,015
Income from operations before taxes and minority interest		45,835		23,323
Tax provision		17,417		8,356
Income before minority interest		28,418		14,967
Minority interest		305		3,212
Net income	$	28,113	$	11,755
Earnings per share:
Basic earnings per share	$	0.51	$	0.28
Diluted earnings per share	$	0.48	$	0.26
Weighted average shares outstanding:
Basic		55,601		41,471
Diluted		58,783		45,860

Complete Production Services, Inc.
Condensed Consolidated Balance Sheet
As of March 31, 2006 and December 31, 2005
(in thousands)

	March 31,			December 31,
	2006			2005
	(unaudited)			(unaudited)
Assets:
Current assets	$	279,760		$	247,486
Property, plant and equipment, net		436,596			384,580
Goodwill		336,378			298,297
Other long-term assets		6,939			7,290
Total assets		1,059,673			937,653
Liabilities and Stockholder’s Equity:
Current liabilities		133,300			120,203
Long-term debt		562,965			509,990
Long-term deferred tax liabilities		53,752			54,334
Minority interest		2,664			2,365
Total liabilities and minority interest		752,681			686,892
Common stock		568			555
Treasury stock		(202	)		(202	)
Additional paid-in capital		248,996			220,786
Deferred compensation		(3,790	)		(3,803	)
Retained earnings		44,998			16,885
Cumulative translation adjustment		16,422			16,540
Total stockholder’s equity		306,992			250,761
Total liabilities and stockholder’s equity	$	1,059,673		$	937,653

Cash Flow Data
For the Quarter Ended March 31, 2006
(in thousands)

	March 31,
	2006
	(unaudited)
Cash flows provide by/(used for):
Operating activities	$	31,307
Investing activities:
Capital expenditures	$	(58,882	)
Other investing activities	$	(16,466	)
Financing activities	$	44,805

Complete Production Services, Inc.
Consolidated Segment Information
For the Quarters Ended March 31, 2006 and 2005, and December 31, 2005
(in thousands)

	March 31,			March 31,			December 31,
	2006			2005			2005
	(unaudited)			(unaudited)			(unaudited)
Revenue:
Completion and production services	$	192,021		$	105,393		$	159,150
Drilling services		44,030			26,594			40,101
Products		39,685			29,264			33,239
Total revenues	$	275,736		$	161,251		$	232,490
EBITDA: (1) Completion and production services	$	54,609		$	26,109		$	35,188
Drilling services		16,020			7,872			14,839
Products		5,547			3,937			4,902
Corporate and other		(3,932	)		(806	)		(4,211	)
Total EBITDA	$	72,244		$	37,112		$	50,718
EBITDA as a % of Revenue:
Completion and production services		28.4	%		24.8	%		22.1	%
Drilling services		36.4	%		29.6	%		37.0	%
Products		14.0	%		13.5	%		14.7	%
Total		26.2	%		23.0	%		21.8	%

(1) EBITDA is a non-GAAP measure used by management, as defined in the last paragraph of this press release.

Complete Production Services, Inc.
Reconciliation of EBITDA to the most Comparable GAAP Measure
For the Quarters Ended March 31, 2006 and 2005 and December 31, 2005
(unaudited, in thousands)

	Quarter Ended March 31, 2006
				(unaudited)
				Depreciation		Operating
Segment:	EBITDA			& Amortization		Income
Completion and production services	$	54,609		$	12,932	$	41,677
Drilling services		16,020			2,018		14,002
Products		5,547			503		5,044
Corporate and other		(3,932	)		274		(4,206	)
Totals	$	72,244		$	15,727	$	56,517

	Quarter Ended March 31, 2005
				(unaudited)
				Depreciation		Operating
Segment:	EBITDA			& Amortization		Income
Completion and production services	$	26,109		$	8,116	$	17,993
Drilling services		7,872			1,215		6,657
Products		3,937			376		3,561
Corporate and other		(806	)		67		(873	)
Totals	$	37,112		$	9,774	$	27,338

	Quarter Ended December 31, 2005
				(unaudited)
				Depreciation		Operating
Segment:	EBITDA			& Amortization		Income
Completion and production services	$	35,188		$	13,506	$	21,682
Drilling services		14,839			1,698		13,141
Products		4,902			376		4,526
Corporate and other		(4,211	)		358		(4,569	)
Totals	$	50,718		$	15,938	$	34,780