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): April 23, 2008

COMPLETE PRODUCTION SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	1-32858 (Commission File Number)	72-1503959 (IRS Employer Identification No.)
11700 Old Katy Road, Suite 300 Houston, Texas (Address of principal executive offices)		77079 (Zip Code)

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):

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

     On April 23, 2008, Complete Production Services, Inc. issued a press release announcing its results of operations for the quarter ended March 31, 2008 and the acquisition of a pressure pumping business. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, 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 April 23, 2008

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: April 23, 2008

Complete Production Services, Inc.
By:	/s/ J. Michael Mayer
	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 April 23, 2008

EX-99.1

EXHIBIT 99.1

Complete Production Services, Inc. Reports
First Quarter 2008 Earnings and Pressure Pumping Acquisition

HOUSTON, April 23, 2008 (Business Wire) – Complete Production Services, Inc. (NYSE: CPX) today reported first quarter 2008 revenue of $455.3 million, up 12% over first quarter 2007 revenue and up 7% over the fourth quarter of 2007. Net income for the quarter was $43.9 million, or $0.60 per diluted share, compared to first quarter 2007 net income of $47.4 million, or $0.65 per diluted share. Fourth quarter 2007 net income was $41.9 million, or $0.57 per diluted share, before the impact of a goodwill impairment charge of $13.1 million, or $0.18 per diluted share. Earnings before interest, taxes, depreciation, amortization, impairment charge and minority interest (EBITDA, as defined below) totaled $124.5 million, up 3% year-over-year, and up 9% over the fourth quarter of 2007.

For the Completion and Production Services Segment revenue and EBITDA were $356.7 million and $113.1 million, respectively. Segment revenue was up 16% year-over-year and up 8% sequentially. Segment EBITDA was up 9% year-over-year and up 10% sequentially. Activity levels were robust during the quarter in most of the company’s operating areas, particularly in the Rockies, Mid-Continent region and Mexico. Sequentially, segment revenues were up in every major service offering except rental operations which were down slightly. “We are very pleased with our results for the first quarter of 2008, especially in light of the concerns we had when we entered the quarter related to activity levels and capacity additions,” commented Joe Winkler, Chairman and Chief Executive Officer. Segment EBITDA margins for the quarter were 31.7%, up slightly versus the 31.0% margin achieved in the fourth quarter of 2007 and down compared to 33.9% in the first quarter of 2007. The year-over-year decline in margin was primarily due to reduced pricing levels for certain service offerings, slightly lower utilization rates and the impact of inflationary forces on labor and fuel.

For the Drilling Services Segment revenue and EBITDA were $61.0 and $13.8 million, respectively compared to $61.2 million and $15.9 million in the prior quarter, and $58.4 million and $18.1 million in the first quarter of 2007. EBITDA margins declined sequentially in rig logistics, where we experienced continued pricing pressures as well as higher fuel and labor costs, and in contract drilling where labor costs continued to trend upwards. Year-over-year, EBITDA margins were adversely impacted by lower pricing levels as well as increased costs for labor and fuel. For the Products Segment revenue and EBITDA were $37.5 million and $5.6 million, respectively, compared to $33.2 million and $3.9 million in the prior quarter and $41.0 million and $5.2 million in the first quarter of 2007. Margins improved primarily due to a better product mix.

“In addition to an outstanding operational performance during the first quarter, we also continued executing our strategy to expand our core service lines within the resource plays of North America,” stated Joe Winkler. “In line with that strategy Complete acquired Frac Source Services, Inc., a provider of pressure pumping services in the

Barnett Shale on April 15. This transaction will result in three frac fleets working for a major customer under long-term contracts. The ability to secure this contract and execute this transaction is a testament to our team’s capabilities and reputation to deliver results for our customers.” Complete’s total investment including the purchase price and additional capex required will be approximately $90 million.

“Our outlook remains positive regarding the long-term fundamentals of natural gas,” commented Mr. Winkler. “Our customers continue to execute their drilling plans and expand their positions within the resource plays of North America.”

Conference Call

Complete will hold a conference call to discuss first quarter 2008 results on Thursday, April 24 at 8:00 a.m. Central Time. To participate in the live conference call, dial 800-322-2803 at least ten minutes prior to the scheduled start of the call. When prompted, provide the passcode: 23004731. The conference call will be available for replay beginning at 10:00 a.m, April 24, 2008 and will be available until May 1, 2008. To access the conference call replay, please call 888-286-8010 and use the passcode: 80452270. 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 Complete’s operating segments using a non-GAAP financial measure, EBITDA. EBITDA is calculated as net income from continuing operations before net interest expense, taxes, depreciation and amortization, impairment charge, and minority interest. EBITDA is not a substitute for the 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

Jose Bayardo
Vice President, Corporate Development and Investor Relations
281-372-2325
jbayardo@completeproduction.com

Complete Production Services, Inc.
Consolidated Statements of Operations
For the Quarters Ended March 31, 2008 and 2007
(in thousands, except per share data)

	Quarter Ended
	March 31,
	2008			2007
	(unaudited)			(unaudited)
Revenue:
Services	$	417,735		$	366,035
Products		37,528			41,032
		455,263			407,067
Cost of services		251,705			203,513
Cost of products		27,481			31,811
General and administrative expense		51,567			50,570
Depreciation and amortization		40,582			28,970
		371,335			314,864
Income from continuing operations before interest, taxes and minority interest		83,928			92,203
Interest expense		15,919			15,625
Interest income		(625	)		(212	)
Income from continuing operations before minority interest and taxes		68,634			76,790
Minority interest, net of tax		—			261
Income from continuing operations before taxes		68,634			76,529
Tax provision		24,708			29,179
Net income	$	43,926		$	47,350
Earnings per share:
Basic	$	0.61		$	0.66
Diluted	$	0.60		$	0.65
Weighted average shares outstanding:
Basic		72,562			71,503
Diluted		73,712			73,021

Complete Production Services, Inc.
Condensed Consolidated Balance Sheets
As of March 31, 2008 and December 31, 2007
(in thousands)

	March 31,			December 31,
	2008			2007
	(unaudited)			(unaudited)
Assets:
Current assets	$	437,455		$	428,324
Property, plant and equipment, net		1,044,688			1,034,695
Goodwill		565,536			560,488
Other long-term assets		28,213			31,252
Total assets		2,075,892			2,054,759
Liabilities and stockholders’ equity:
Current liabilities		152,218			169,545
Long-term debt		807,326			825,987
Long-term deferred tax liabilities		142,484			128,904
Total liabilities and minority interest		1,102,028			1,124,436
Common stock		727			725
Treasury stock		(202	)		(202	)
Additional paid-in capital		584,663			581,404
Retained earnings		361,461			317,535
Cumulative translation adjustment		27,215			30,861
Total stockholders’ equity		973,864			930,323
Total liabilities and stockholders’ equity	$	2,075,892		$	2,054,759

Complete Production Services, Inc.
Cash Flow Data
For the Quarter Ended March 31, 2008
(in thousands)

	March 31,
	2008
	(unaudited)
Cash flows provided by/(used for):
Operating activities	$	75,883
Investing activities:
Capital expenditures	$	(51,332	)
Other investing activities	$	(5,910	)
Financing activities	$	(22,204	)

Complete Production Services, Inc.
Consolidated Segment Information
For the Quarters Ended March 31, 2008 and 2007, and December 31, 2007
(in thousands, except percentages)

	Quarter Ended
	March 31,			March 31,			December 31,
	2008			2007			2007
	(unaudited)			(unaudited)			(unaudited)
Revenue:
Completion and production services	$	356,748		$	307,639		$	330,079
Drilling services		60,987			58,396			61,222
Products		37,528			41,032			33,231
Total revenues	$	455,263		$	407,067		$	424,532
EBITDA: (1)
Completion and production services	$	113,056		$	104,162		$	102,481
Drilling services		13,795			18,068			15,856
Products		5,614			5,157			3,945
Corporate and other		(7,955	)		(6,214	)		(8,073	)
Total EBITDA	$	124,510		$	121,173		$	114,209
EBITDA as a % of Revenue:
Completion and production services		31.7	%		33.9	%		31.0	%
Drilling services		22.6	%		30.9	%		25.9	%
Products		15.0	%		12.6	%		11.9	%
Total		27.3	%		29.8	%		26.9	%

(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, 2008 and 2007 and December 31, 2007
(unaudited, in thousands)

	Completion
	& Production		Drilling				Corporate &
	Services		Services		Products		Other			Total
Quarter Ended March 31, 2007:
EBITDA	$	113,056	$	13,795	$	5,614	$	(7,955	)	$	124,510
Depreciation & amortization		34,123		5,125		775		559			40,582
Operating income (loss)	$	78,933	$	8,670	$	4,839	$	(8,514	)	$	83,928
Quarter Ended March 31, 2007:
EBITDA	$	104,162	$	18,068	$	5,157	$	(6,214	)	$	121,173
Depreciation & amortization		24,284		3,635		678		373			28,970
Operating income (loss)	$	79,878	$	14,433	$	4,479	$	(6,587	)	$	92,203
Quarter Ended December 31, 2007:
EBITDA	$	102,481	$	15,856	$	3,945	$	(8,073	)	$	114,209
Depreciation & amortization		31,904		4,785		745		669			38,103
Impairment charge		13,094		—		—		—			13,094
Operating income (loss)	$	57,483	$	11,071	$	3,200	$	(8,742	)	$	63,012