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 28, 2009

COMPLETE PRODUCTION SERVICES, INC.

(Exact name of registrant as specified in its charter)

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

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))

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits
SIGNATURE

Item 2.02 Results of Operations and Financial Condition

     On April 28, 2009, Complete Production Services, Inc. issued a press release announcing its results of operations for the quarter ended March 31, 2009. 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 28, 2009

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 28, 2009

Complete Production Services, Inc.
By:	/s/ Jose A. Bayardo
	Jose A. Bayardo
	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 28, 2009

EX-99.1

EXHIBIT 99.1

Complete Production Services, Inc. Reports First Quarter 2009 Results

Houston, April 28, 2009 (Business Wire) — Complete Production Services, Inc. (NYSE: CPX) today reported first quarter revenue of $336.7 million, EBITDA, as defined below, of $65.7 million, operating income of $14.0 million and a net loss of $0.3 million, or ($0.00) per diluted share. The results include a $4.9 million non-cash, pre-tax charge ($3.5 million after tax, or $0.05 per diluted share) related to an asset exchange.

“The contraction in North American oilfield activity levels, which began in November, accelerated through the first quarter,” commented Joe Winkler, Chairman and Chief Executive Officer. “While there were differences in the rate of change in activity levels by basin, no area or service line was immune from significant declines in utilization and price erosion.”

Revenue for the Completion and Production Services segment during the first quarter of 2009 was $287.5 million, a decrease of 18% year over year and down 29% sequentially. Segment EBITDA was $71.1 million when adjusted for the $4.9 million non-monetary asset exchange. Adjusted EBITDA margin for the segment was 24.7%, versus EBITDA margin of 29.6% for the quarter ending December 31, 2008.

First quarter Drilling Services segment revenue and EBITDA were $35.4 million and $6.9 million, respectively. First quarter EBITDA margins declined to 19.5% from 22.8% in the fourth quarter of 2008.

“Throughout the quarter we continued the implementation of cost savings initiatives which began in the fourth quarter of last year. The initiatives included workforce reductions, base and incentive compensation reductions and price concessions from our vendors. In addition to focusing on costs, we continued to refine and enhance our core service offerings. We exchanged the assets of our underperforming Canadian production testing business for the assets of a cased-hole E-Line operation, bolstering our already strong position in this market. We also took actions to reduce working capital, minimize capital expenditures and significantly reduce the borrowings on our revolving credit facility. The results were a $119.9 million reduction in our debt and a $5.7 million increase in our cash balance.”

“We have not yet seen the bottom of activity, nor have we seen the full impact of pricing pressure that will occur due to the excess service capacity in the marketplace. We will persist in appropriately reducing our cost structure, paying down our revolver, protecting our market position in key resource play basins and focusing on execution at the field level in order to capitalize on the eventual recovery,” concluded Mr. Winkler.

Complete Production Services, Inc. is a leading oilfield service provider focused on the completion and production phases of oil and gas wells. The company has established a significant presence in unconventional oil and gas plays in North America that it believes have the highest potential for long-term growth.

Conference Call

Complete will hold a conference call to discuss first quarter 2009 results on Wednesday, April 29, 2009 at 11:00 a.m. Eastern Time. To participate in the live conference call, dial 866-362-5158 at least ten minutes prior to the scheduled start of the call. When prompted, provide the passcode: 46749801. The conference call will be available for replay beginning at 2:00 p.m., April 29, 2009 and will be available until May 6, 2009. To access the conference call replay, please call 888-286-8010 and use the passcode: 15069606. 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:

Jose Bayardo
Vice President and Chief Financial Officer
281-372-2300

Complete Production Services, Inc.
Consolidated Statements of Operations
For the Quarters Ended March 31, 2009 and 2008
(in thousands, except per share data)

	Quarter Ended
	March 31,
	2009			2008
	(unaudited)			(unaudited)
Revenue:
Services	$	322,917		$	404,963
Products		13,764			12,215
		336,681			417,178
Cost of services		211,213			244,987
Cost of products		10,495			7,820
General and administrative expense		49,278			44,643
Depreciation and amortization		51,689			39,251
		322,675			336,701
Income from continuing operations before interest and taxes		14,006			80,477
Interest expense		14,458			15,346
Interest income		(10	)		(56	)
Income (loss) from continuing operations before taxes		(442	)		65,187
Tax provision		(106	)		23,412
Income (loss) from continuing operations	$	(336	)	$	41,775
Income from discontinued operations (net of tax)		—			2,151
Net income (loss)	$	(336	)	$	43,926
Basic earnings per share:
Continuing operations	$	(0.00	)	$	0.58
Discontinued operations	$	—		$	0.03
	$	(0.00	)	$	0.61
Diluted earnings per share:
Continuing operations	$	(0.00	)	$	0.57
Discontinued operations	$	—		$	0.03
	$	(0.00	)	$	0.60
Weighted average shares outstanding:
Basic		74,895			72,562
Diluted		74,895			73,712

Complete Production Services, Inc.
Condensed Consolidated Balance Sheets
As of March 31, 2009 and December 31, 2008
(in thousands)

	March 31, 2009			December 31, 2008
	(unaudited)			(unaudited)
Assets:
Cash and cash equivalents	$	24,778		$	19,090
Other current assets		339,269			428,044
Property, plant and equipment, net		1,114,202			1,166,453
Goodwill		341,512			341,592
Other long-term assets		37,641			39,698
Total assets		1,857,402			1,994,877
Liabilities and stockholders’ equity:
Current liabilities		109,605			135,560
Long-term debt		727,420			843,842
Long-term deferred tax liabilities		149,457			146,359
Total liabilities		986,482			1,125,761
Common stock		750			748
Treasury stock		(270	)		(202	)
Additional paid-in capital		627,486			623,988
Retained earnings		231,744			232,080
Cumulative translation adjustment		11,210			12,502
Total stockholders’ equity		870,920			869,116
Total liabilities and stockholders’ equity	$	1,857,402		$	1,994,877

Complete Production Services, Inc.
Cash Flow Data
For the Quarter Ended March 31, 2009
(in thousands)

	March 31,
	2009
	(unaudited)
Cash flows provided by/(used for):
Operating activities	$	132,356
Investing activities:
Capital expenditures	$	(12,828	)
Other investing activities	$	7,156
Financing activities	$	(121,282	)

Complete Production Services, Inc.
Consolidated Segment Information
For the Quarters Ended March 31, 2009 and 2008,
and December 31, 2008

(in thousands, except percentages)

	Quarter Ended
	March 31,			March 31,			December 31,
	2009			2008			2008
	(unaudited)			(unaudited)			(unaudited)
Revenue:
Completion and production services	$	287,526		$	351,652		$	407,252
Drilling services		35,391			53,311			61,393
Products		13,764			12,215			18,413
Total revenues	$	336,681		$	417,178		$	487,058
EBITDA: (1)
Completion and production services	$	66,224		$	112,176		$	120,436
Drilling services		6,887			12,217			14,010
Products		2,551			3,290			2,468
Corporate and other		(9,967	)		(7,955	)		(12,052	)
Total EBITDA	$	65,695		$	119,728		$	124,862
EBITDA as a % of Revenue:
Completion and production services		23.0	%		31.9	%		29.6	%
Drilling services		19.5	%		22.9	%		22.8	%
Products		18.5	%		26.9	%		13.4	%
Total		19.5	%		28.7	%		25.6	%

(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, 2009 and 2008, and December 31, 2008
(unaudited, in thousands)

	Completion
	& Production			Drilling					Corporate &
	Services			Services			Products		Other			Total
Quarter Ended March 31, 2009:
EBITDA	$	66,224		$	6,887		$	2,551	$	(9,967	)	$	65,695
Depreciation & amortization		44,926			5,548			634		581			51,689
Operating income (loss)	$	21,298		$	1,339		$	1,917	$	(10,548	)	$	14,006
Quarter Ended March 31, 2008:
EBITDA	$	112,176		$	12,217		$	3,290	$	(7,955	)	$	119,728
Depreciation & amortization		33,730			4,416			546		559			39,251
Operating income (loss)	$	78,446		$	7,801		$	2,744	$	(8,514	)	$	80,477
Quarter Ended December 31, 2008:
EBITDA	$	120,436		$	14,010		$	2,468	$	(12,052	)	$	124,862
Depreciation & amortization		44,301			5,434			775		604			51,114
Impairment charge		243,203			27,410			1,393		—			272,006
Operating income (loss)	$	(167,068	)	$	(18,834	)	$	300	$	(12,656	)	$	(198,258	)

Complete Production Services, Inc.
Reconciliation of Earnings Per Share per GAAP to Earnings Per Share Less Loss
on Non-Monetary Asset Exchange and Impairment Charge
For the Quarters Ended March 31, 2009 and December 31, 2008
(unaudited, in thousands except per share amounts)

	Quarter			Quarter
	Ended			Ended
	March 31,			December 31,
	2009			2008
	(unaudited)			(unaudited)
Net loss from continuing operations, as reported	$	(336	)	$	(214,555	)
Add: Impairment charge		—			272,006
Add: Loss on non-monetary asset exchange		4,868			—
Less: Tax benefit recognized from asset exchange and impairment		(1,399	)		(19,030	)
Adjusted net income	$	3,133		$	38,421
Basic weighted average shares outstanding, as reported		74,895			74,718
Add: Dilutive securities:
Stock options		49			165
Restricted shares		239			229
Adjusted diluted weighted average shares		75,183			75,112
Diluted earnings per share:
As reported	$	(0.00	)	$	(2.87	)
As adjusted	$	0.04		$	0.51