FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington D.C.  20549

MARK ONE

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

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 Number 0-9494

ENSERVCO CORPORATION

(Exact Name of registrant as Specified in its Charter)

Delaware	84-0811316
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
501 South Cherry St., Ste. 320 Denver, CO	80246
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number:  (303) 333-3678

830 Tenderfoot Hill Road, Suite 310

Colorado Springs, CO 80906

(Former name or former address if changed since last report)

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 Enservco was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

                                                   Yes  x No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  x   No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

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

                  Yes ¨   No x

Indicate the number of shares outstanding of each of the Issuer's classes of common stock as of the latest practicable date.

Class	Outstanding at November 1, 2011
Common stock, $.005 par value	21,778,866

TABLE OF CONTENTS

	Page
Part I – Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures about Market Risk	37
Item 4. Controls and Procedures	37
Part II
Item 1. Legal Proceedings	38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3. Defaults Upon Senior Securities	38
Item 4. Reserved	38
Item 5. Other Information	38
Item 6. Exhibits	39

2

Part I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2011			2010
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	525,801		$	1,637,807
Accounts receivable, net		3,249,885			4,101,331
Marketable securities		154,212			365,786
Prepaid expenses and other current assets		651,593			315,521
Inventories		344,537			300,527
Income taxes receivable		-			634,941
Deferred tax asset		109,233			20,041
Total current assets		5,035,261			7,375,954
Property and Equipment, net		15,477,129			14,452,298
Non-Competition Agreements, net		240,000			420,000
Goodwill		301,087			301,087
Other Assets		58,503			71,537
TOTAL ASSETS	$	21,111,980		$	22,620,876
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	2,195,287		$	2,066,353
Line of credit borrowings		1,314,358			1,050,000
Current portion of long-term debt		3,771,842			3,107,122
Total current liabilities		7,281,487			6,223,475
Long-Term Liabilities
Deferred rent payable		5,511			-
Subordinated debt – related party		1,477,760			1,700,000
Long-term debt, less current portion		7,735,372			8,657,675
Deferred income taxes, net		731,908			1,434,282
Total long-term liabilities		9,950,551			11,791,957
Total liabilities		17,232,038			18,015,432
Stockholders’ Equity
Common and preferred stock. $.005 par value
Authorized: 100,000,000 common shares and 10,000,000 preferred shares Issued: 21,882,466 common shares and -0- preferred shares Treasury Stock: 103,600 common shares Issued and outstanding: 21,778,866 common shares and -0- preferred shares at September 30, 2011 and December 31, 2010		108,894			108,894
Additional paid-in-capital		5,990,260			5,489,823
Retained deficit		(2,245,651	)		(1,150,011	)
Accumulated other comprehensive income – marketable securities		26,439			156,738
Total stockholders’ equity		3,879,942			4,605,444
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	21,111,980		$	22,620,876

See notes to condensed consolidated financial statements.

3

Condensed Consolidated Statements of Operations

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	4,532,274		$	3,406,290		$	18,265,614		$	12,626,500
Cost of Revenue		3,952,923			2,960,385			13,619,711			10,102,887
Gross Profit		579,351			445,905			4,645,903			2,523,613
Operating Expenses
General and administrative expenses		1,058,602			1,031,883			2,450,153			1,878,011
Depreciation and amortization		1,215,524			993,977			3,410,063			2,918,670
Total operating expenses		2,274,126			2,025,860			5,860,216			4,796,681
Loss from Operations		(1,694,775	)		(1,579,955	)		(1,214,313	)		(2,273,068	)
Other Expense
Interest expense		(161,642	)		(177,553	)		(513,918	)		(551,794	)
Loss on disposals of equipment		-			(19,200	)		(44,286	)		(12,075	)
Interest and other (expense) income		(726	)		108,996			(38,436	)		192,360
Total other expense		(162,368	)		(87,757	)		(596,640	)		(371,509	)
Loss Before Income Tax Benefit		(1,857,143	)		(1,667,712	)		(1,810,953	)		(2,644,577	)
Income Tax Benefit		726,719			661,913			715,313			962,374
Net Loss	$	(1,130,424	)	$	(1,005,799	)	$	(1,095,640	)	$	(1,682,203	)
Other Comprehensive (Loss) Income
Unrealized (loss) gain on marketable securities, net of tax		(46,451	)		37,168			(130,300	)		(484,296	)
Comprehensive Loss	$	(1,176,875	)	$	(968,631	)	$	(1,225,940	)	$	(2,166,499	)
Earnings per Common Share
Loss Per Common Share – Basic Income	$	(0.05	)	$	(0.05	)	$	(0.05	)	$	(0.10	)
Loss Per Common Share –Diluted	$	(0.05	)	$	(0.05	)	$	(0.05	)	$	(0.10	)
Basic weighted average number of common shares outstanding  (on an equivalent basis)		21,778,866			19,648,325			21,778,866			16,247,725
Add: Dilutive shares assuming exercise of options and warrants		-			-			-			-
Diluted weighted average number of common shares outstanding  (on an equivalent basis)		21,778,866			19,648,325			21,778,866			16,247,725

See notes to condensed consolidated financial statements.

4

Condensed Consolidated Statements of Cash Flows

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
OPERATING ACTIVITIES
Net loss	$	(1,130,424	)	$	(1,005,799	)	$	(1,095,640	)	$	(1,682,203	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,215,524			993,977			3,410,063			2,918,670
Loss on disposal of equipment		-			19,200			44,286			12,075
Deferred income taxes		(756,417	)		(1,049,455	)		(791,566	)		(1,349,915	)
Unrealized gain on derivatives		-			-			-			(140,733	)
Stock-based compensation		345,219			292,596			454,084			292,596
Warrants issued in consideration to vendor		-			81,771			46,353			81,771
Unrealized loss (gain) on available-for-sale securities		29,015			(37,168	)		81,274			(35,039	)
Bad debt expense		(112,292	)		-			(111,947	)		121,047
Changes in operating assets and liabilities
Accounts receivable		(281,993	)		(337,328	)		963,393			40,246
Income taxes receivable		-			33,844			634,941			33,844
Inventories		(45,333	)		(63,392	)		(44,010	)		(18,771	)
Other current assets		(86,311	)		(242,066	)		(336,072	)		(620,475	)
Other non-current assets		2,646			(98,993	)		13,034			(55,313	)
Related party payable		-			(100,000	)		-			(199,995	)
Deferred rent payable		5,511			-			5,511			-
Accounts payable and accrued expenses		657,918			126,003			128,936			211,307
Net cash (used) provided in operating activities		(156,937	)		(1,386,810	)		3,402,640			(390,888	)
INVESTING ACTIVITIES
Purchases of property and equipment		(2,185,121	)		(687,673	)		(4,055,822	)		(1,268,007	)
Proceeds from sales of equipment		-			-			38,787			555,125
Net cash used in investing activities		(2,185,121	)		(687,673	)		(4,017,035	)		(712,882	)
FINANCING ACTIVITIES
Net line of credit borrowings		1,314,358			(1,354,591	)		264,358			(969,507	)
Proceeds from issuance of long-term debt		562,946			226,902			562,946			11,026,902
Distributions to members		-			-			-			(569,712	)
Contributions from members		-			74,336			-			87,756
Merger of Aspen Exploration and Dillco Fluid Services		-			3,324,814			-			3,324,814
Repayment of long-term debt		(704,724	)		(217,497	)		(1,324,915	)		(11,039,111	)
Net cash provided (used) in financing activities		1,172,580			2,053,964			(497,611	)		1,861,142
Net (Decrease) Increase in Cash and Cash Equivalents		(1,169,478	)		(20,519	)		(1,112,006	)		757,372
Cash and Cash Equivalents, Beginning of Period		1,695,279			926,377			1,637,807			148,486
Cash and Cash Equivalents, End of Period	$	525.801		$	905,858		$	525,801		$	905,858
Supplemental cash flow information consists of the following:
Cash paid for interest	$	149,901		$	177,553		$	482,325		$	560,456
Cash paid for taxes	$			$	-		$			$	-
Supplemental Disclosure of Investing and Financing Activities:
Agreements entered into for equipment	$	230,671		$	-		$	282,145		$	-

See notes to condensed consolidated financial statements.

5

Notes to the Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

On July 27, 2010 Dillco Fluid Service, Inc. became a wholly owned subsidiary of Aspen Exploration Corporation (“Aspen”) (the “Merger Transaction”). At the time of the Merger Transaction Aspen was not engaged in active business operations whereas Dillco conducted operations both directly and through subsidiary entities.

The accompanying condensed consolidated financial statements have been derived from the accounting records of Enservco Corporation (formerly Aspen Exploration Corporation), Enservco LLC, Heat Waves Hot Oil Services LLC (“Heat Waves”), Dillco Fluid Service, Inc. (“Dillco”), Trinidad Housing LLC, HES Services LLC, and Real GC LLC (collectively, the “Company”) as of December 31, 2010 and September 30, 2011 and the results of operations for both the three and nine months ending September 30, 2011 and 2010.  Any references to “Aspen” in this report are intended to provide reference for certain actions and events that took place prior to the Merger Transaction and are included to give context to the reader.  References to “Enservco” and the “Company” are intended to apply to the Company as a whole and on a post Merger Transaction basis.

It should be noted that certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to Securities and Exchange Commission (SEC) Article 10 of Regulation S-X, although the Company believes that the disclosures are adequate to make the information presented not misleading.  The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2010 as included in the Company’s annual report in Form 10K for its fiscal year ended December 31, 2010.

The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  All significant inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements.

Note 2 - Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.  The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests.

Accounts Receivable

Accounts receivable are stated at the amount billed to customers.  The Company provides a reserve for doubtful accounts based on a review of outstanding receivables, historical collection information and existing economic conditions.  The provision for uncollectible amounts is continually reviewed and adjusted to maintain the allowance at a level considered adequate to cover future losses.  The allowance is management's best estimate of uncollectible amounts and is determined based on historical performance that is tracked by the Company on an ongoing basis.  The losses ultimately incurred could differ materially in the near term from the amounts estimated in determining the allowance.  As of September 30, 2011 the Company has recorded an allowance for doubtful accounts of $95,000.  For the three and nine months ended September 30, 2011 the Company recorded bad debt expense net of recoveries of $(112,292) and $(111,947), respectively.  For the three and nine months ended September 30, 2010 the Company recorded bad debt expense of $-0- and $121,047, respectively.

Inventory

Inventory consists primarily of diesel fuel and chemicals that are used in the servicing of oil wells and is carried at the lower of cost or market in accordance with the first in, first out method.

6

Property and Equipment

Property and equipment consists of (1) trucks, trailers and pickups; (2) trucks that are in various stages of fabrication; (3) real property which includes land and buildings used for office and shop facilities and wells used for the disposal of water; and (4) other equipment such as tools used for maintaining and repairing vehicles, office furniture and fixtures, and computer equipment.  Property and equipment is stated at cost less accumulated depreciation.  The Company charges repairs and maintenance against income when incurred and capitalizes renewals and betterments, which extend the remaining useful life or expand the capacity of the assets.  Depreciation is recorded on a straight-line basis over estimated useful lives of 5 to 30 years.

Leases

The Company conducts a major part of its operations from leased facilities. Each of these leases is accounted for as an operating lease. Normally, the Company records rental expense on its operating leases over the lease term as it becomes payable. If rental payments are not made on a straight-line basis, per terms of the agreement, the Company records a deferred rent expense and recognizes the rental expense on a straight-line basis throughout the lease term. The majority of the Company’s facility leases contain renewal clauses and expire through November 2016. In most cases, management expects that in the normal course of business, leases will be renewed or replaced by other leases.

The Company has entered into several capital leases in order to acquire trucks and equipment. Each of these leases allow the Company to retain title of the equipment leased through the lease agreements upon final payment of all principal and interest due. The Company records the assets and liabilities associated with these leases at the present value of the minimum lease payments per the lease agreement. The assets and associated liabilities are separately identified in the balance sheet. The assets are classified as Property and Equipment and the liabilities are classified as current and long-term liabilities based on the contractual terms of the agreements and their associated maturities.

Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered.  The Company looks primarily to the discounted future cash flows in its assessment of whether or not long-lived assets have been impaired.  No impairments were recorded during both the three and nine month periods ended September 30, 2011 and 2010.

Revenue Recognition

The Company recognizes revenue when services are provided and collection is reasonably assured.  It should be noted that due to the seasonality of the Company’s operations, a significant portion of revenues are recognized during the colder, winter months of the year.  Therefore, the Company believes that, the revenues recognized for the three and nine month periods ended September 30, 2011 and 2010 are not indicative of the annual or quarterly revenues through the remainder of the fiscal year.

Earnings Per Share

Earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income by the diluted weighted average number of common shares. The diluted weighted average number of common shares is computed using the treasury stock method for common stock that may be issued for outstanding stock options.

As of September 30, 2011 and December 31, 2010, the Company had outstanding Stock-based Option Awards and Warrants to acquire an aggregate of 3,525,000 and 2,550,000 shares of Company common stock, respectively, which have a potentially dilutive impact on earnings per share.  Dilution is not permitted if there are net losses during the period. As such, the Company does not show dilutive earnings per share for the three and nine months ended September 30, 2011, nor for the year ended December 31, 2010.

7

Intangible Assets

Non-Competition Agreements

The non-competition agreements with the sellers of Heat Waves, Hot Oil Express, and Dillco have finite lives and are being amortized over a five-year period (Note 3).  Amortization expense is expected to be recognized through June 2013.

Goodwill

Goodwill represents the excess of the cost over the fair value of net assets acquired, including identified intangible assets, recorded in connection with the acquisitions of Heat Waves.  Goodwill is not amortized but is assessed for impairment at least annually.  No impairment charge was recorded during both the three and nine month periods ended September 30, 2011 and 2010.

Marketable Securities

The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available for sale. Held-to-maturity securities are recorded as either short term or long term on the Balance Sheet, based on contractual maturity date and are stated at amortized cost. Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt and marketable equity securities not classified as held to maturity or as trading, are classified as available for sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in stockholders’ equity.

The fair value of substantially all marketable securities is determined in reference to quoted market prices. The estimated fair value of securities for which there are no quoted market prices is based on similar types of securities that are traded in the market. See Note 7.

Loan Fees and Other Deferred Costs

In the normal course of business, the Company often enters into loan agreements with its primary lending institutions. The majority of these lending agreements require origination fees and other fees in the course of executing the agreements. For all costs associated with the execution of the lending agreements, the Company recognizes these as capitalized costs and defers the expensing of these costs over the term of the loan agreement. These deferred costs are classified on the balance sheet as current or long-term assets based on the contractual terms of the loan agreements. All other costs not associated with the execution of the loan agreements are expensed as incurred.

Deferred Rent Liability

The Company recognizes rent expense on a straight-line basis over the life of the rental agreement. Deferred rent liability is recognized as the difference between rent expense recorded and actual cash payments made and is recorded as a Long-Term Liability as a separate line item on the classified Balance Sheet.  As of September 30, 2011 deferred rent liability totaled $5,511.  The Company did not have a deferred rent liability as of December 31, 2010.

8

Income Taxes

Enservco LLC (which served as the holding company for the Company’s various operating entities until the time of the Merger Transaction in July 2010) and its subsidiaries, with the exception of Dillco (which is a C Corporation subject to federal and state income taxes), are limited liability companies and prior to January 1, 2010 were not subject to federal or state income taxes.  On January 1, 2010 Enservco LLC elected to be taxed as a corporation.  Therefore, prior to January 1, 2010 no provision or liability for income taxes has been included in the accompanying financial statements, except for income taxes relating to the financial statements of Dillco and Aspen (the current parent (or holding) company for the Company’s operations and assets).

The Company recognizes deferred tax liabilities and assets (Note 8) based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in income in the period that includes the enactment date.

The Company accounts for any uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The Company measures the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.  The application of income tax law is inherently complex.  Laws and regulations in this area are voluminous and are often ambiguous.  As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures.  Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments which can materially affect amounts recognized in the consolidated balance sheets and consolidated statements of income.  The result of the reassessment of the Company’s tax positions did not have an impact on the consolidated financial statements.

When accounting for uncertainty in income taxes for those entities electing to be treated as limited liability companies for income tax purposes, if taxing authorities were to disallow any tax positions taken by the Company, the additional income taxes, if any, would be imposed on the member rather than the Company.  Accordingly, there would be no effect on the Company’s financial statements. 

Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses.  No interest or penalties have been assessed as of December 31, 2010.  The Company files income tax returns in the United States and in the states in which it conducts its business operations. The tax years 2007 through 2010 remain open to examination in the taxing jurisdictions to which the Company is subject.

Fair Value

The Company has adopted the authoritative guidance that applies to all financial assets and liabilities required to be measured and reported on a fair value basis.  The Company also applies the guidance to non-financial assets and liabilities measured at fair value on a nonrecurring basis, including non-competition agreements and goodwill.  The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.  The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.

Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company.  Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances.  The financial and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

9

The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1: Quoted prices are available in active markets for identical assets or liabilities;

Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; or

Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

Stock-based Compensation

The Company accounts for stock-based compensation in accordance with current accounting standards which requires companies to recognize compensation expense for the share-based payments based on the estimated fair value of the awards. The effect of this guidance is described in Note 10.

Management Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Accounting Pronouncements

Recently Adopted Accounting Guidance

In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-08, “Intangibles – Goodwill and Other.” This pronouncement amends the goodwill impairment guidance to simplify testing goodwill for impairment. The amended guidance provides entities an option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under that option, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amended guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 (early adoption is permitted). The Company is evaluating whether to adopt the amended guidance for the 2011 goodwill impairment test performed in the fourth quarter, but does not expect the amended guidance to have a material impact on the Company’s financial position or results of operations.

In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”).” This pronouncement was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS.  ASU 2011-04 changes certain fair value measurement principles and changes the disclosure requirements to include quantitative information about unobservable inputs used for level 3 fair value measurements. This pronouncement is effective for reporting periods beginning on or after December 15, 2011 (early adoption is prohibited). The Company is evaluating the potential impact of adopting this guidance on its consolidated financial position, results of operations, cash flows, and disclosures.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity and requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 (early adoption is permitted). The Company is evaluating the potential impact of adopting this guidance on its consolidated financial position, results of operations, cash flows, and disclosures. 

Note 3 - Non-Competition Agreements

Non-competition agreements consist of the following as of September 30, 2011:

Non-competition agreements - net, at January 1, 2010	$	660,000
Amortization for the year ended December 31, 2010		(240,000	)
Non-competition agreements - net, at December 31, 2010		420,000
Amortization for the nine months ended September 30, 2011		(180,000	)
Non-competition agreements - net, at September 30, 2011	$	240,000

Amortization expense for the three and nine months ended September 30, 2011 and 2010 totaled $60,000 and $180,000, respectively.

Amortization expense on these non-competition agreements for each of the next three years will be as follows:

Twelve Months Ending September 30,
2012	$	195,000
2013		45,000
2014		-
Total	$	240,000

10

Note 4 - Property and Equipment

Property and equipment consists of the following:

	For the period ended,
	September 30, 2011			December 31, 2010
Trucks and vehicles	$	21,061,233		$	17,957,278
Other equipment		2,991,394			2,807,165
Buildings and improvements		2,914,298			1,717,618
Trucks in process		876,264			1,287,536
Capitalized truck leases		455,093			455,093
Land		673,420			521,420
Disposal wells		620,104			590,802
Total property and equipment		29,591,806			25,336,912
Accumulated depreciation		(14,114,677	)		(10,884,614	)
Property and equipment - net	$	15,477,129		$	14,452,298

Depreciation expense for the three months ended September 30, 2011 and 2010 totaled $1,155,524 and $938,954, respectively.  Depreciation expense for the nine months ended September 30, 2011 and 2010 totaled $3,230,063 and $2,738,670, respectively.

Note 5 – Long-Term Debt

Long-term debt consists of the following:

	For the period ended,
	September 30, 2011		December 31,  2010
Term Loan entered into as part of the debt refinancing in June 2010 with an original principal balance of $9.1 million, payable in monthly interest only payments from July 2010 to June 2011 with fixed monthly principal and interest installments of $225,139 beginning July 2011 until March 2015. Interest at Prime plus 1% with a 5.5% floor, collateralized by equipment, inventory, and accounts of the Company, guaranteed by the subsidiaries and one of the stockholders of the Company,  and subject to financial covenants.	$	8,608,320	$	9,049,383
Notes payable to stockholder, subordinated to all bank debt, fixed interest at 3% compounding annually, interest paid in arrears December 31st of each year, due in December 2018.		1,477,760		1,700,000
Notes payable to equipment finance companies, interest at 2.97% to 4.74%, due in monthly principal and interest installments through January 2012, secured by equipment.		64,927		227,273
Note payable to the seller of Heat Waves, interest at 8%, due in installments in January and May 2009, secured by land.  The note was garnished by the Internal Revenue Service (“IRS”) in 2009 and is due on demand.		359,000		386,000
Mortgage payable to a bank, interest at 8%, due in monthly payments through May 2012 with a balloon payment of $229,198 on June 15, 2012, secured by land, guaranteed by one of the Company’s stockholders.		251,256		276,326

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	September 30, 2011			December 31, 2010
Note payable to the seller of Hot Oil Express, non-interest bearing, due in annual installments of $100,000 through March 2011, unsecured. Imputed interest is not significant. (The Company purchased fixed assets from Hot Oil Express during 2008.)		-			100,000
Mortgage payable to a bank, interest at 8%, payable in monthly payments through August 2012 with a balloon payment of $141,707 on September 1, 2012, secured by land.		149,789			155,980
Notes payable to a vehicle finance company, interest at fixed rates from 6.19% to 10.25%, due in monthly installments through August 2015, secured by vehicles, guaranteed by one of the stockholders.		156,992			154,763
Capital leases entered into with a leasing company in order to purchase trucks and trailers, interest at a fixed rate of 5%.  Truck lease term of 24 months, due in monthly installments through September 2012.  Trailer lease term of 36 months, payments due in monthly installments through September 2013.		273,812			411,072
Equipment Loan entered into with an original principal balance of $1,000,000, payable in two consecutive interest only payments, beginning December 23, 2010, forty-seven monthly consecutive principal and interest payments of $23,291, beginning February 23, 2011, and one final principal and interest payment of $23,315 due on January 23, 2015.   Interest at Prime plus 1% with a 5.5% floor, collateralized by equipment purchased with the equipment loan, guaranteed by the subsidiaries and one of the stockholders of the Company, subject to financial covenants.		848,328			1,000,000
Note payable entered into with a lending institution in order to purchase field pickup trucks, interest at a fixed rate of 8.4%.  Truck lease term of 60 months, due in monthly installments through September 2016.		230,671			-
Equipment Loan entered into with an original principal balance of $152,303, payable in forty-seven monthly consecutive principal and interest payments of $3,548, beginning September 1, 2011, and one final principal and interest payment of $3,548 due on August 1, 2015.  Interest at Prime plus 1% with a 5.5% floor, collateralized by equipment purchased with the equipment loan, guaranteed by the subsidiaries and one of the stockholders of the Company, subject to financial covenants.		149,477			-
Equipment Loan entered into with an original principal balance of $410,642, payable in forty-seven monthly consecutive principal and interest payments of $9,565, beginning on October 13, 2011, and one final principal and interest payment of $9,565 due on September 13, 2015.  Interest at Prime plus 1% with a 5.5% floor, collateralized by equipment purchased with the equipment loan, guaranteed by the subsidiaries and one of the stockholders of the Company, subject to financial covenants.		410,642			-
Other notes payable.		4,000			4,000
Total		12,984,974			13,464,797
Less current portion		(3,771,842	)		(3,107,122	)
Long-term debt, net of current portion	$	9,213,132		$	10,357,675

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Aggregate maturities of debt are as follows:

Twelve Months Ending September 30,
2012	$	3,771,842
2013		2,965,005
2014		3,026,825
2015		1,683,535
2016		60,007
Thereafter		1,477,760
Total	$	12,984,974

Note 6 – Marketable Securities

Available-for-sale securities

Available-for-sale securities, classified as current assets within prepaid expenses and other current assets, is as follows:

	Year ended December 31, 2010
	Cost		Unrealized Gains in Accumulated Other Comprehensive Income		Unrealized Losses in Accumulated Other Comprehensive Income			Sales of Securities			Fair Value
Common Stock - Mutual Funds	$	306,364	$	454,090	$	(58,163	)	$	(336,505	)	$	365,786

	Nine months ended September 30, 2011
	Cost		Unrealized Gains in Accumulated Other Comprehensive Income		Unrealized Losses in Accumulated Other Comprehensive Income			Sales of Securities		Fair Value
Common Stock - Mutual Funds	$	365,786-	$	41,628	$	(253,202	)	$	-	$	154,212

Net unrealized holding losses on available-for-sale securities in the amount of ($211,574) for the nine months ended September 30, 2011, have been included in accumulated other comprehensive income.

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Note 7 - Fair Value Measurements

The following tables present the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis by level within the fair value hierarchy:

	December 31, 2010
	Level 1		Level 2		Level 3		Total
Marketable Securities	$	365,786	$	-	$	-	$	365,786

	September 30, 2011
	Level 1		Level 2		Level 3		Total
Marketable Securities	$	154,212	$	-	$	-	$	154,212

Note 8 – Income Taxes

During and before the 2009 calendar (and fiscal) year, Enservco LLC and some of its subsidiaries had elected to be treated as limited liability companies for income tax purposes.  Accordingly, all taxable income and losses for these entities are reported in the respective income tax returns of the member and no provision for income taxes has been recorded in the accompanying financial statements.  Subsidiaries taxed as corporations, however, do record a provision for income taxes.

Pursuant to a reorganization of the Company (prior to the Merger Transaction), effective as of December 31, 2009, the ownership of Heat Waves, Trinidad Housing, Real GC and certain assets of HNR were contributed to Dillco.  Since Dillco is a C Corporation, this reorganization effectively resulted in a conversion from a limited liability corporation to a C Corporation for the entities and the assets of HNR.  Accordingly, the corresponding net deferred tax liabilities of Dillco were recorded as liabilities of the Company with a corresponding increase in deferred income tax expense.

Also, pursuant to the Merger Transaction with Aspen (a C Corporation) at July 27, 2010, the Company has recorded all net deferred tax assets contributed by Aspen as part of the Merger Transaction as an increase in the deferred income tax benefit.

Total income tax benefit from continuing operations differs from the amount computed by applying the statutory federal income tax rate of 34% to income before taxes.  The reasons for this effective tax rate difference for the nine months ended September 30, 2011 are as follows:

	Nine Months Ended
	September 30,2011
Computed expected tax benefit	$	615,724
Increase in income tax benefit resulting from:
State and local income taxes, net of federal impact		90,548
Other		9,041
Income tax benefit	$	715,313

14

Note 9 – Commitments and Contingencies

The Company leases six facilities under lease commitments that expire at various times through November 2016.  Future minimum lease commitments are as follows:

Twelve Months Ending September 30,
2012	$	227,838
2013		176,629
2014		153,377
Thereafter		288,692
Total	$	846,536

The Company has entered into capital leases for five water transport units (each unit includes one truck and one trailer), which have been included in Property and Equipment (Note 4) and are summarized in the table below as of September 30, 2011:

Capitalized Trucks	$	218,807
Capitalized Trailers		236,286
Less: Accumulated Depreciation		(67,130	)
Net Assets Under Capital Leases	$	387,963

The following is a summary of future minimum lease payments under capital leases as of September 30, 2011:

Twelve Months Ending September 30,	Minimum Lease Payment
2012	$	198,780
2013		85,205
2014		874
Total minimum lease payments		284,859
Less: Interest		(11,049	)
Net minimum lease payments		273,810
Less: Current portion		(189,816	)
Long-term portion of minimum lease payments	$	83,994

Note 10 – Stockholder’s Equity

2010 Option Plan

On July 27, 2010 the Company’s Board of Directors adopted the Company’s 2010 Stock Incentive Plan (the “2010 Plan”). The aggregate number of shares of our common stock that may be issued through December 31, 2011 under all equity-based awards made under the 2010 Plan is 3,500,000 shares.  The number of shares subject to the 2010 Plan may be reset each year, commencing January 1, 2012, based on the number of shares of stock then outstanding.

Through September 30, 2011 the Company had granted options to acquire a total of 2,850,000 shares of common stock pursuant to the 2010 Plan. A portion of these options are subject to vesting schedules.

15

The exercise price of the options granted under the 2010 Plan was determined based on the terms and conditions within the 2010 Plan.  Pursuant to the 2010 Plan, options to acquire an aggregate of 975,000 shares of common stock were granted on the date of the Merger Transaction.  The exercise price of these options was based on the closing sale price of the Company’s common stock on the second business day following the Company reporting the closing of the Merger Transaction.  Of these shares, 225,000 shares vested immediately upon grant and the remaining 750,000 shares vested one-third on the date of grant and the remaining two-thirds over a two year period.  Subsequently, options to acquire 1,875,000 shares of common stock were granted under the 2010 Plan and the exercise price of these options was based either on the closing sale price of the Company’s common stock on the date of grant or the ten day average closing price of the Company’s common stock prior to the grant date.  These 1,875,000 shares vest over two to three year periods with 633,333 shares having vested on the date of grant.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The options issued under the 2010 Plan were valued using the following weighted average assumptions for the nine months ended September 30, 2011 and 2010, respectively: no dividend yield for both periods, expected volatility of 125.0% and 105.0%, risk free interest rate of 0.74% and 0.80%, and expected term of 3.2 years for both periods. Expected volatility was calculated based upon actual historical stock price movements over the most recent periods through the date of issuance, equal to the expected option term. Expected pre-vesting forfeitures were assumed to be zero. The expected option term was calculated using the “simplified” method.

For the nine months ended September 30, 2011 the Company recognized expense associated with these options (through operating expense as general and administrative expense) of $454,084.  As of September 30, 2011 the Company has recognized accumulated, total expenses of $796,361 and unrecognized expense of $521,072 associated with these options which will be recognized over a remaining average period of 2.5 years.

2008 Option Plan

Through July 27, 2010 Aspen had one equity compensation plan, the “2008 Equity Plan.” An aggregate of 1,000,000 common shares were reserved for issuance under the 2008 Equity Plan and in February 2008 the Board of Directors granted directors and employees options to acquire 775,000 shares which vested based on meeting certain performance goals, exercisable at $2.14 per share through February 27, 2013.  Of these, all but 140,431 had expired or were deemed forfeited as of December 31, 2010 for failure to meet established performance goals or as a result of a termination of employment.  As of December 31, 2010, the Company did not have any unrecognized expense associated with these options.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The options issued under the 2008 Equity Plan were valued using the following weighted average assumptions: no dividend yield, expected volatility of 58%, risk free interest rate of 2.25% and expected term of 3.3 years. Expected volatility was calculated based upon actual historical stock price movements over the most recent periods through the date of issuance, equal to the expected option term. Expected pre-vesting forfeitures were assumed to be zero. The expected option term was calculated using the “simplified” method.

Pursuant to the 2008 Equity Plan, on February 15, 2010, Aspen’s Board of Directors granted options to certain Aspen employees and consultants. The options were granted to persons who remained with Aspen and had provided (and were then expected to continue to provide) valuable services to Aspen, and to help align interests of the recipients with those of Aspen and its stockholders.  In total, Aspen granted options to acquire 350,000 shares of its common stock which were exercisable at $0.4125 per share (equal to 125% of the closing price on the business day after the day Aspen filed its Form 10-Q for the quarter ended December 31, 2009).

Each of the options expires on February 15, 2015. All of the options granted vested as a result of the Merger Transaction on July 27, 2010.  On July 27, 2010, the Company terminated the 2008 Equity Plan, although such termination did not terminate or otherwise affect the contractual rights of persons who hold options to acquire common stock under the 2008 Equity Plan.

As the Merger Transaction occurred on July 27, 2010, the stock compensation expense associated with these 350,000 options was not recognized by the Company on its consolidated financial statements; the expense was recognized by Aspen Exploration prior to the merger.

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The following information summarizes information with respect to options granted under all equity plans:

	Number of Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term
Outstanding at June 30, 2010*		490,431		$	0.96		4.01
Granted		1,975,000			0.49
Exercised		-			-
Forfeited or Expired		-			-
Outstanding at December 31, 2010		2,465,431		$	0.58		3.33
Granted		875,000			1.02
Exercised		-			-
Forfeited or Expired		(5,000	)		0.84
Outstanding at September 30, 2011		3,335,431		$	0.70		2.68
Exercisable at June 30, 2010		140,431		$	2.24		2.57
Exercisable at December 31, 2010		1,298,764		$	0.49		3.33
Exercisable at September 30, 2011		2,182,097		$	0.70		2.50

A summary of the status of nonvested shares underlying the options are presented below:

	Number of Shares			Weighted-Average Grant-Date Fair Value
Nonvested at June 30, 2010*		350,000		$	0.41
Granted		1,975,000			0.34
Vested		(1,158,333	)		0.47
Forfeited		-			-
Nonvested at December 31, 2010		1,166,667		$	0.34
Granted		875,000			0.75
Vested		(883,333	)		0.50
Forfeited		(5,000	)		0.62
Nonvested at September 30, 2011		1,153,334		$	0.48

The weighted average grant date fair value of options granted for the nine months ended September 30, 2011 was $653,391.

*Note: Options prior to the merger acquisition on July 27, 2010 were reported on a fiscal year period from July 1 through June 30.

17

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information regarding the results of operations for the three and nine month periods ended September 30, 2011 and 2010, and our financial condition, liquidity and capital resources as of September 30, 2011, and December 31, 2010. The financial statements and the notes thereto contain detailed information that should be referred to in conjunction with this discussion.

Forward-Looking Statements

The information discussed in this Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). All statements, other than statements of historical facts, included herein concerning, among other things, planned capital expenditures, increases in oil and gas production, the number of anticipated wells to be drilled after the date hereof, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, among others:

• future capital requirements and uncertainty of obtaining additional funding on terms acceptable to us;

• a decline in oil or natural gas production or oil or natural gas prices, the impact of price volatility in the oil and natural gas industries and the impact of general economic conditions on the demand for the services we offer to the oil and natural gas industries;

• activities of our competitors, many of whom have greater financial resources than we have;

• geographical diversity of our operations and the difficulties inherent in managing such geographically diverse operations;

• ongoing U.S. and global economic uncertainty;

• our ability to generate sufficient cash flows to repay our debt obligations;

• availability of borrowings under our credit facility;

• unanticipated increases in the cost of our operations;

• historical incurrence of losses;

• reliance on limited number of customers and creditworthiness of our customers;

• increases in interest rates and our failure to hedge against possible interest rate increases;

• our ability to retain key members of our senior management and key technical employees, and conflicts of interests with respect to our directors;

• our level of indebtedness;

18

• impact of environmental, health and safety, and other governmental regulations, and of current or pending legislation;

• effect of seasonal factors;

• further sales or issuances of common stock; and

• our common stock’s limited trading history.

Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our filings with the SEC and in Part II, Item 1A of this Quarterly Report. For additional information regarding risks and uncertainties, please read our reports filed with the SEC under the Securities Exchange Act of 1934, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.  All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Quarterly Report. Other than as required under securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

Company Overview and Overview of the Information Presented

The Company was incorporated as Aspen Exploration Corporation under the laws of the State of Delaware on February 28, 1980 for the primary purpose of acquiring, exploring and developing oil and natural gas and other mineral properties.  Historically, and through its fiscal year ended June 30, 2009, Aspen was engaged in a broad range of activities associated with the development of oil and natural gas reserves primarily in the Sacramento Valley in California, and in the East Poplar Field in Montana.

On June 30, 2009, Aspen disposed of all of its remaining oil and natural gas producing assets and as a result was no longer engaged in active business operations.  On June 24, 2010, Aspen entered into an Agreement and Plan of Merger and Reorganization with Dillco Fluid Service, Inc. (“Dillco”) which set forth the terms by which Dillco became a wholly owned subsidiary of Aspen on July 27, 2010 (the “Merger Transaction”).

On December 30, 2010, Aspen changed its name to “Enservco Corporation.” As such, throughout this report the terms the “Company” and/or “Enservco” are intended to refer to the Company on a post Merger Transaction basis and as a whole, with respect to both historical and forward looking contexts.  As a result of the Merger Transaction, the Company’s fiscal year was modified to be the calendar year as described below.

Enservco primarily conducts its business operations through two subsidiaries: Dillco and Heat Waves Hot Oil Service LLC (“Heat Waves”).  However, certain assets utilized by Enservco in its business operations are owned by other subsidiary entities.  Dillco and Heat Waves provide oil field services to the domestic onshore oil and natural gas industry.  These services include pressure testing, hot oiling, acidizing, frac heating, freshwater and saltwater hauling, fluid disposal, frac tank rental, well site construction and other general oil field services.  The Company currently operates in:

· Colorado and southern Wyoming (D-J Basin and Niobrara formations),

· western North Dakota and eastern Montana (Bakken formation),

· northwestern West Virginia and southwest Pennsylvania ( Marcellus Shale) region,

· southwestern Kansas and northwestern Oklahoma,

· northeastern Utah (Uintah formation), and

· northern New Mexico.

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Going forward the Company expects to continue to pursue its growth strategies of exploring additional acquisitions, potentially expanding the geographic areas in which it operates, and diversifying the products and services it provides to customers, as well as making further investments in its assets and equipment.  The Company  will require additional debt or equity financing to fund the costs necessary to expand the services it offers.  There can be no assurance that the Company will be able to raise outside capital or have access to outside funding on reasonable terms, if at all.

Accounting Treatment of the Merger

The Merger Transaction, by which Dillco became a wholly-owned subsidiary of Enservco, was treated as a "reverse acquisition" for accounting purposes. In a reverse acquisition, although Aspen was considered to be the "legal acquirer" (that is, Aspen (now Enservco Corporation) survived as the parent corporation), Dillco was the "accounting acquirer" (that is because Dillco's and its subsidiaries' business was undeniably the more significant business). As a result, Dillco's financial statements became the financial statements of the surviving company. Aspen's financial condition is additive to Dillco's financial statements for the period following the Merger Transaction.

As part of the Merger Transaction, Aspen issued 14,519,244 shares of its common stock to the shareholders of Dillco, in exchange for all of the issued and outstanding shares of Dillco (7,259,622 shares).

Effective with the Agreement, the Company’s stockholders’ equity was recapitalized as that of Aspen, or $72,596 from Dillco and $36,298 from Aspen for a total of $108,894, while 100% of the assets and liabilities of Aspen were recorded as being acquired in the reverse acquisition.

Dillco’s fiscal year end is December 31, 2010 whereas prior to the Merger Transaction Aspen’s fiscal year end was June 30.  Because Dillco was the accounting acquirer, the Merger Transaction resulted in the Company’s fiscal year end being deemed to change to December 31.  Thus, starting with its Form 10-Q filed for the quarter ended September 30, 2010, the Company began filing annual and quarterly reports based on the December 31 fiscal year end of Dillco rather than the former (pre-acquisition) June 30 fiscal year end of Aspen.  Although not required to complete the change of the fiscal year, more than a majority of the Company’s stockholders approved that change (as well as a change to the Company’s tax year) by consent.

The financial statements included in this report are for Enservco’s three and nine month periods ended September 30, 2011 and 2010 and include Aspen’s financial statements only as a result of, and subsequent to, the Merger Transaction.As such, the following management’s discussion and analysis is with respect to Enservco’s three and nine months ended September 30, 2011, and the corresponding period(s) in the previous fiscal year.  Because of the business combination by which Dillco became a wholly owned subsidiary of Enservco, no separate discussion regarding Aspen’s financial condition or results of operations are included in this report.

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Discussion of Operations for the Three and Nine Months ended September 30, 2011 and 2010

The following tables show the increases (decreases) for the periods noted.  Please see information following the tables for management’s discussion of significant increases (decreases).

	For the Three Months Ended
	September 30,
	2011			% of Revenue			2010			% of Revenue
	(Unaudited)						(Unaudited)
Revenues	$	4,532,274			100	%	$	3,406,290			100	%
Cost of Revenue		3,952,923			87	%		2,960,385			87	%
Gross Profit		579,351			13	%		445,905			13	%
Operating Expenses
General and administrative expenses		1,058,602			23	%		1,031,883			30	%
Depreciation and amortization		1,215,524			27	%		993,977			29	%
Total operating expenses		2,274,126			50	%		2,025,860			59	%
Loss from Operations		(1,694,775	)		(37	%)		(1,579,955	)		(46	%)
Other Expense		(162,368	)		(4	%)		(87,757	)		(3	%)
Loss Before Income Tax Benefit		(1,857,143	)		(41	%)		(1,667,712	)		(49	%)
Income Tax Benefit		726,719			16	%		661,913			19	%
Net Loss	$	(1,130,424	)		(25	%)	$	(1,005,799	)		(30	%)
EBITDA*:
Net Loss	$	(1,130,424	)				$	(1,005,799	)
Add (Deduct):
Interest expense		161,642						177,553
Income tax benefit		(726,719	)					(661,913	)
Depreciation and amortization		1,215,524						993,977
EBITDA*		(479,977	)					(496,182	)
Add (Deduct):
Stock-based compensation		345,219						292,596
Warrants issued		-						81,771
Loss on disposal of equipment		-						19,200
Interest and other expense (income)		726						(108,996	)
Adjusted EBITDA*	$	(134,032	)				$	(211,611	)
Income Per Common Share:
Basic	$	(0.05	)				$	(0.05	)
Fully Diluted	$	(0.05	)				$	(0.05	)
Weighted average number of common shares outstanding    (used to calculate basic and diluted income per share)
Basic		21,778,866						19,648,325
Fully Diluted		21,778,866						19,648,325

*Note:  See below for discussion of the use of non-GAAP financial measurements.

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	For the Nine Months Ended
	September 30,
	2011			% of Revenue			2010			% of Revenue
	(Unaudited)						(Unaudited)
Revenues	$	18,265,614			100	%	$	12,626,500			100	%
Cost of Revenue		13,619,711			75	%		10,102,887			80	%
Gross Profit		4,645,903			25	%		2,523,613			20	%
Operating Expenses
General and administrative expenses		2,450,153			13	%		1,878,011			15	%
Depreciation and amortization		3,410,063			19	%		2,918,670			23	%
Total operating expenses		5,860,216			32	%		4,796,681			38	%
Loss from Operations		(1,214,313	)		(7	%)		(2,273,068	)		(18	%)
Other Expense		(596,640	)		(3	%)		(371,509	)		(3	%)
Loss Before Income Tax Benefit		(1,810,953	)		(10	%)		(2,644,577	)		(21	%)
Income Tax Benefit		715,313			4	%		962,374			8	%
Net Loss	$	(1,095,640	)		(6	%)	$	(1,682,203	)		(13	%)
EBITDA*:
Net Loss	$	(1,095,640	)				$	(1,682,203	)
Add (Deduct):
Interest expense		513.918						551,794
Income tax benefit		(715,313	)					(962,374	)
Depreciation and amortization		3,410,063						2,918,670
EBITDA*		2,113,028						825,887
Add (Deduct):
Stock-based compensation		454,084						292,596
Warrants issued		46,353						81,771
Loss on disposal of equipment		44,286						12,075
Interest and other expense (income)		38,436						(192,360	)
Adjusted EBITDA*	$	2,696,187					$	1,019,969
Income Per Common Share:
Basic	$	(0.05	)				$	(0.10	)
Fully Diluted	$	(0.05	)				$	(0.10	)
Weighted average number of common shares outstanding    (used to calculate basic and diluted income per share)
Basic		21,778,866						16,247,725
Fully Diluted		21,778,866						16,247,725

*Note:  See below for discussion of the use of non-GAAP financial measurements.

22

Although Enservco does not have segmented business operations, which would require segment reporting within the notes of its financial statements per accounting standards, we believe that revenue by service offering may be useful to readers of our financials. The following tables set forth revenue information for the Company’s three service offerings during the three and nine month periods ending September 30, 2011 and 2010:

	For the Three Months Ended
	September 30,
	2011		2010
BY SERVICE OFFERING:
Fluid Management (1)
Closed Locations (6)	$	-	$	102,081
Continuing Locations (6)		2,482,076		2,012,943
		2,482,076		2,115,024
Well Enhancement Services (2)
Closed Locations (6)		-		22,263
Continuing Locations (6)		1,538,040		947,836
		1,538,040		970,099
Well Site Construction and Roustabout Services		512,158		321,167
Total Revenues	$	4,532,274	$	3,406,290

	For the Nine Months Ended
	September 30,
	2011		2010
BY SERVICE OFFERING:
Fluid Management (1)
Closed Locations (6)	$	-	$	189,326
Continuing Locations (6)		7,149,638		5,067,329
		7,149,638		5,256,655
Well Enhancement Services (2)
Closed Locations (6)		-		611,773
Continuing Locations (6)		10,019,303		5,868,125
		10,019,303		6,479,898
Well Site Construction and Roustabout Services		1,096,673		889,947
Total Revenues	$	18,265,614	$	12,626,500

23

Enservco has also determined that an understanding of the diversity of its operations by geography is important to an understanding of its business operations.  Enservco only does business in the United States, in what it believes are three geographically diverse regions.  The following table sets forth revenue information for the Company’s three geographic regions during the three and nine month periods ending September 30, 2011 and 2010:

	For the Three Months Ended
	September 30,
	2011		2010
BY GEOGRAPHY:
Eastern USA Region (3)	$	449,183	$	293,311
Rocky Mountain Region (4)
Closed Locations (6)		-		124,194
Continuing Locations (6)		1,159,582		507,960
		1,159,582		632,154
Central USA Region (5)
Closed Locations (6)		-		-
Continuing Locations (6)		2,923,509		2,480,825
		2,923,509		2,480,825
Total Revenues	$	4,532,274	$	3,406,290

	For the Nine Months Ended
	September 30,
	2011		2010
BY GEOGRAPHY:
Eastern USA Region (3)	$	5,776,057	$	2,269,230
Rocky Mountain Region (4)
Closed Locations (6)		-		747,280
Continuing Locations (6)		3,957,670		2,308,838
		3,957,670		3,056,118
Central USA Region (5)
Closed Locations (6)		-		53,670
Continuing Locations (6)		8,531,887		7,247,482
		8,531,887		7,301,152
Total Revenues	$	18,265,614	$	12,626,500

Notes to tables:

(1) Water hauling/disposal and frac tank rental.

(2) Services such as frac heating, acidizing, hot oil services, and pressure testing.

(3) Consists of operations and services performed in the southern region of the Marcellus Shale formation (southwestern Pennsylvania and northern West Virginia). Heat Waves is the only Company subsidiary operating in this region.

(4) Consists of Western Colorado, Northeastern Utah, Southeastern Wyoming, Western North Dakota, and Eastern Montana.  Heat Waves is the only Company subsidiary operating in this region.

(5) Consists of Southwestern Kansas, Northwestern Oklahoma, Eastern Colorado and Northern New Mexico.  Both Dillco and Heat Waves engage in business operations in this region.

(6) Closed locations are those locations where services have been discontinued as of September 30, 2011.  Open locations are those where services are continuing.

24

Revenues:

For the three and nine months ended September 30, 2011 and 2010 –

The approximately $1.1 million or 33% increase in revenues in the third quarter of 2011 and approximately $5.6 million or 45% increase for the nine months of 2011 as compared to the same periods in 2010 were both primarily a result of the following actions that served to increase our revenue producing activities:

(1) closing of marginal operation centers in 2010 and redeploying assets to initiate Well Enhancement and Fluid Management operations within our Eastern USA region (the southern region of the Marcellus Shale formation covering southwestern Pennsylvania and northern West Virginia);

(2) opening two new operation centers in a) Cheyenne, Wyoming (to expand service coverage within the D-J Basin and Niobrara formation), and b) Killdeer, North Dakota (to provide new service coverage within the Bakken formation of western North Dakota and eastern Montana);

(3) increased Well Enhancement services within our Rocky Mountain and Central USA regions (made up of multiple operation centers covering western Colorado, northeastern Utah, southeastern Wyoming; and southwestern Kansas, northwestern Oklahoma, eastern Colorado, northern New Mexico; respectively) due to organic growth in our Heat Waves business operations; and

(4) increased Fluid Management services within our Central USA region as the Company was able to acquire new water hauling service contracts through our Dillco operations center starting in the first quarter of 2011.

Also, it should be noted that revenues increased during the 2011 periods as compared to the same periods in 2010 for all geographical locations due to increased demand for services from existing and new customers due primarily to the growth in the development of unconventional oil and gas wells.

For the reasons discussed under the Historical Seasonality of Revenues section below, the rate of increase of our revenues decreased in the third quarter of 2011. Until we expand our service offerings to include non-seasonal services, to help even out these seasonal fluctuations (which we are currently endeavoring to do), we can expect this seasonal decrease in demand to continue in our second and third quarter periods.

We believe that with the increased opportunities available and the continuing oil and gas exploration and development activities in those regions by a number of different companies, our new and increased operations in the Marcellus Shale, Niobrara, and Bakken formation regions will continue to positively impact revenues in future periods.  Although the demand for certain of the services we provide in the Marcellus Shale and Bakken formation regions are seasonal, with higher demand during colder months, the Company believes demand for its water hauling services will not be as cyclical and to the extent improving economic conditions or other factors lead to an increase in oil and gas drilling operations, our water hauling operations may increase as well.  We also believe that our expansion of operations into the Niobrara region of south-central Wyoming will also have a positive impact on revenues in future periods.

Historical Seasonality of Revenues

Because of the seasonality of our frac heating and hot oiling business, the second and third quarters are historically our lowest revenue generating periods of our fiscal year.  In addition, the revenue mix of our service offerings also changes as our Well Enhancement services (which includes frac heating and hot oiling) decrease as a percentage of total revenues and Fluid Management services and other services increase. The first and fourth quarters of our fiscal year, covering the months during what is known as our “heating season”, have historically made up approximately 60% or more of our total fiscal year revenues.  Thus, the revenues recognized and service offering revenue mix in our quarterly financials in any given period may not be indicative of the quarterly revenues to be earned through the other quarters of our fiscal years.

25

Costs of Revenues and Gross Profit:

For the three months ended September 30, 2011 and 2010 –

Although revenues increased ($1.1 million or 33%) during the three months ended September 30. 2011, cost of revenues as a percentage of revenues remained consistent when compared to the same period in 2010, resulting in consistent gross profit margins for both periods.  This increased costs of revenues and consistent profitability rate for the two periods is primarily due to the following factors:

(1) although we experienced increased margins for Well Enhancement services in all regions, the three month growth in the Fluid Management and Well Site Construction and Roustabout services exceeded our three month growth in Well Enhancement, especially in our Eastern USA and Central USA regions.  The growth in the Fluid Management and Construction services, enabled us to expand our service offerings to include non-seasonal services and has also changed the overall historic revenue mix of our service offerings, keeping our gross profit margins consistent;

(2) increase in labor costs (salary and wages, benefits, etc,) during third quarter 2011 due to site locations retaining more employees and operators during the non-heating season in anticipation of increased summer work (within both Fluid Management and Well Enhancement services), which resulted in increased labors costs per employee and increased unbillable hours;

(3) an overall increase in the price of fuel and other transportation costs during third quarter 2011; and

(4) increase in costs for repairs and general maintenance during third quarter 2011 due to the increased  truck and equipment fleet (over $4.0 million of truck and equipment purchases within the last fiscal year).

For the reasons discussed under the Historical Seasonality of Revenues section above, in the third quarter of 2011 our cost of revenues as a percent of revenues increased , the revenue mix of our service offerings changed as our Well Enhancement services decreased as a percentage of total revenues and Fluid Management services and other services increased as a percentage of total revenues, and gross profit decreased as a percentage of revenues. We anticipate that during our fiscal years our cost of revenues as a percent of revenues will be higher during our second and third quarters until we expand our service offerings to include non-seasonal services, to help even out these seasonal fluctuations (which we are currently endeavoring to do).

For the nine months ended September 30, 2011 and 2010 -

Gross profit for the nine months ended September 30, 2011 nearly doubled compared to the same period in 2010 and increased by approximately 500 basis points as a percentage of revenues. The primary reason for this improvement in profitability was the increase in services we provided in the Eastern USA / Marcellus Shale region during the first quarter of 2011 which resulted in an increase in gross profit due to increased billing rates and total billable labor hours in that region as compared to other regions.

For the nine months ended September 30, 2011 the cost of revenues decreased as a percentage of revenues when compared to the same period in 2010.  The primary reason for this improvement in profitability was the impact of cost controls we previously implemented in response to the industry slowdown. The most significant results of these cost controls were:

(1) a reduction in labor costs due to policies enacted restricting overtime and unbillable “shop” time (although as noted above during the quarter ended September 30, 2011 labor costs have increased as we have increased our overall personnel);

(2) a decrease in worker’s compensation insurance premiums due to a decrease in our experience modification factor arising from an increased attention to worker safety and therefore a reduction in the number of accidents;

(3) a decrease in equipment insurance expenses resulting from renewing policies at lower rates; and

(4) obtaining discounts through major vendors for heavily used goods such as diesel and propane.

26

General and Administrative Expenses:

For the three and nine months ended September 30, 2011 and 2010 –

Although general and administrative expenses decreased as a percentage of revenues for both the three and nine months ended September 30, 2011, the amount spent on our general and administrative expenses increased for both the 2011 periods as compared to the same periods in 2010.  The increase during the three months ended September 30, 2011 as compared to the prior year’s three month period was not material (about 2%), but reflects the increased costs incurred by the Company as a result of completing the Merger Transaction in July 2010 and the additional costs associated with our increasing business activities and reporting obligations.  The increase in general and administrative expenses during the nine month period of 2011 as compared to 2010 was much more significant (33%), and reflects the fact that during 2011 we had a full period of operating as a public company engaged in the oil field services business with expanding operations and reporting obligations.  These resulted in increased payroll costs in order to employ experienced personnel to meet our current management and staff needs.  The following specific factors also impacted our increased general and administrative expenses:

· approximately $125,000 of the increase in general and administrative expenses for the nine months ended September 30, 2011 was due to recognizing expense related to options and warrants granted in various periods of 2011 to employees, members of the Board of Directors, our investor relations firm, and our investment banking advisory firm;

· approximately $30,000 for the three months ended September 30, 2011 and another $60,000 for the nine months ended September 30, 2011 was related to administrative fees paid to a third-party consultant to assist in preparing financial and non-financial information for potential investors;

· approximately $70,000 of expenses for both the three and nine month periods of 2011 was related to costs incurred to move our corporate offices to the Denver, CO area, which has a larger concentration of energy industry participants than does our former corporate location;

· approximately $65,000 of costs for both periods was incurred as part of the Company’s reinstated bonus program for various levels of personnel; and

· approximately $200,000 of additional salary, bonus, and benefit costs during the three months ended September 30, 2011 and $350,000 for the nine months ended September 30, 2011 as a result of hiring of a new Chief Operating Officer (who has since been assigned a new position and title), a new Corporate Controller in the third quarter of 2010, and a new Safety Director during the third quarter 2011.

We anticipate that our general and administrative expenses will continue to increase as our operations increase, although we expect to be able to maintain our general and administrative expenses as a reasonable percentage of revenues.

Depreciation and Amortization:

For the three and nine months ended September 30, 2011 and 2010 –

Our depreciation and amortization expenses increased by approximately $200,000 for the three months ended September 30, 2011 and approximately $500,000 for the nine months ended September 30, 2011 when compared to the comparable periods in 2010.  This is due mainly to property and equipment purchases during the three quarters of 2011 of approximately $4.0 million.  We anticipate that our depreciation and amortization expenses will continue to increase as we add more equipment to the extent that financing is available to do so, of which there can be no assurance.

Results of Operations:

For the three months ended September 30, 2011 and 2010 –

Although revenues increased ($1.1 million or 33%) during the three months ended September 30, 2011, our loss from operations increased by approximately $115,000 or 7%, with a 9 point decrease in the percentage of revenues, as compared to the same period 2010.  As discussed within the General and Administrative Expenses and Depreciation and Amortization sections above, the increase in the loss from operations during the third quarter of 2011 was primarily a result of increased general and administrative expenses and increased depreciation and amortization which offset the substantial increase in revenues during the period.

27

Notwithstanding the increased loss from operations during the three month period ended September 30, 2011, the Company reduced the negative cash flow from operations during the period from $(1,386,310) during the 2010 period to $(156,937) during the 2011 period (almost a 90% improvement in cash flow from operations).  As cash flow from operations continues to improve, we are hopeful that our losses from operations and net losses will continue to improve.

As discussed above, because of the seasonality of our frac heating and hot oil business, the second and third quarters of the year are historically our least profitable quarters, which have historically resulted in net operating losses for the majority of those periods.  In addition, the revenue mix of our service offerings typically changes during the second and third quarters of each fiscal year as our Well Enhancement services historically decrease as a percentage of total revenues and Fluid Management services and other services historically increase as a percentage of total revenues.  Management is optimistic about our ability to continue to show positive results from operations, or at least a decrease in net losses from operations for future periods, as we are currently searching for and implementing operational modifications and strategies to address the seasonality of our operations through increased water hauling capacity and our efforts to expand into other geographic markets with a longer heating season; e.g. recent expansion into the Niobrara region of south-central Wyoming and the Bakken formation in North Dakota and plans for further expansion as feasible.

For the nine months ended September 30, 2011 and 2010 –

As a result of expansion of our operations and the closing of our less profitable facilities, revenues increased during the 2011 nine month period ($5.6 million or 45%) and our loss from operations decreased by more than $1,000,000; loss from operations of $(1,214,313) in the 2011 nine month period as compared to $(2,273,068) in the 2010 nine month period.  This improvement over the nine month period, although still a loss from operations, reflects the beneficial effect of our increased operations, focus on obtaining profitability, and the benefit of the colder weather in the first half of the year.  We believe that as long as we are able to maintain our costs under control and increase our revenues as a result of our expanding geographical regions and service areas, our financial performance will continue to improve over the long run, although during the short term and thereafter on a quarter-to-quarter basis, there may still be periods of loss.

As discussed within the Revenues and Costs of Revenues and Gross Profit section above, the decrease in our Loss from Operations during the nine months ended September 30, 2011, as compared to the same period during 2010, was primarily a result of:

· our closing of marginal operation centers in 2010 and redeploying assets to initiate Well Enhancement and Fluid Management operations within our Eastern USA region;

· opening two new operation centers within Cheyenne, Wyoming and Killdeer, North Dakota;

· increased Fluid Management and Well Enhancement services within our Rocky Mountain and Central USA regions due to organic and new growth in our Heat Waves and Dillco business operations; and

· decreased costs due to the cost control initiatives implemented by management in prior periods which had full impact by the beginning of 2011.

In addition to the reduction in our loss from operations during the 2011 nine month period as compared to the prior year, we also achieved cash flow from operations of $3,402,640 during the 2011 nine month period as compared to a negative cash flow from operations of $(390,888) during the prior year’s period, an improvement of almost $3.8 million.  This was due to our increased revenues during the 2011 year as discussed above and continuing to control and manage our expenses.  While we cannot provide any assurance that the improvements in cash flow from operations will continue as recognized during our 2011 fiscal year, we intend to continue to monitor all of the components and work to achieve operational and cash flow efficiencies.

28

Income Taxes:

For the three and nine months ended September 30, 2011 and 2010 –

The increase in the income tax benefit for the three months ended September 30, 2011 and the decrease in the income tax benefit for the nine months ending September 30, 2011 as compared to the same periods during 2010 was due to the income tax provision recognized during the 2011 periods due to the Company’s net loss before taxes of approximately $1.9 million as recognized during the third quarter of 2011 and approximately $1.8 million net loss before taxes for the nine months ended September 30, 2011 as compared to net losses before taxes of $1.7 million and $2.6 million during the same periods in 2010, respectively.

Adjusted EBITDA*:

The following tables set forth a reconciliation from the Company’s Net Income to Adjusted EBITDA:

	For the Three Months Ended
	September 30,
	2011			2010
Net Loss	$	(1,130,424	)	$	(1,005,799	)
Add (Deduct):
Interest Expense		161,642			177,553
Income tax benefit		(726,719	)		(661,913	)
Depreciation and amortization		1,215,524			993,977
EBITDA*		(479,977	)		(496,182	)
Add (Deduct):
Stock-based compensation		345,219			292,596
Warrants issued		-			81,771
Loss on disposal of equipment		-			19,200
Interest and other expense (income)		726			(108,996	)
Adjusted EBITDA*	$	(134,032	)	$	(211,611	)

	For the Nine Months Ended
	September 30,
	2011			2010
Net Loss	$	(1,095,640	)	$	(1,682,203	)
Add (Deduct):
Interest Expense		513,918			551,794
Income tax benefit		(715,313	)		(962,374	)
Depreciation and amortization		3,410,063			2,918,670
EBITDA*		2,113,028			825,887
Add (Deduct):
Stock-based compensation		454,084			292,596
Warrants issued		46,353			81,771
Loss on disposal of equipment		44,286			12,075
Interest and other expense (income)		38,436			(192,360	)
Adjusted EBITDA*	$	2,696,187		$	1,019,969

*Note:  See below for discussion of the use of non-GAAP financial measurements.

29

Use of Non-GAAP Financial Measures:  Non-GAAP results are presented only as a supplement to the financial statements and for use within management’s discussion and analysis based on U.S. generally accepted accounting principles (GAAP). The non-GAAP financial information is provided to enhance the reader's understanding of the Company’s financial performance, but no non-GAAP measure should be considered in isolation or as a substitute for financial measures calculated in accordance with GAAP. Reconciliations of the most directly comparable GAAP measures to non-GAAP measures are provided within the schedules attached herein.

EBITDA is defined as net income plus interest expense, income taxes, and depreciation and amortization. Adjusted EBITDA excludes from EBITDA stock-based compensation and, when appropriate, other items that management does not utilize in assessing the Company’s operating performance (see list of these items to follow below).  None of these non-GAAP financial measures are recognized terms under GAAP and do not purport to be an alternative to net income as an indicator of operating performance or any other GAAP measure.  Management uses these non-GAAP measures in its operational and financial decision-making, believing that it is useful to eliminate certain items in order to focus on what it deems to be a more reliable indicator of ongoing operating performance and the Company’s ability to generate cash flow from operations.  Management also believes that investors may find non-GAAP financial measures useful for the same reasons, although investors are cautioned that non-GAAP financial measures are not a substitute for GAAP disclosures.

All of the items included in the reconciliation from Net Income to EBITDA and from EBITDA to Adjusted EBITDA are either (i) non-cash items (e.g., depreciation, amortization of purchased intangibles, stock-based compensation, warrants issued, etc.) or (ii) items that management does not consider to be useful in assessing the Company’s operating performance (e.g., income taxes, gain on sale of investments, loss on disposal of assets, etc.). In the case of the non-cash items, management believes that investors can better assess the Company’s operating performance if the measures are presented without such items because, unlike cash expenses, these adjustments do not affect the Company’s ability to generate free cash flow or invest in its business.

Because not all companies use identical calculations, the Company’s presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. However, these measures can still be useful in evaluating the Company’s performance against its peer companies because management believes the measures provide users with valuable insight into key components of GAAP financial disclosures.

For the three months ended September 30, 2011, Adjusted EBITDA increased by approximately $80,000 while Adjusted EBITDA increased by approximately $1.7 million for the nine months ended September 30, 2011 as compared to the same periods in 2010.  The major components causing the positive change to Adjusted EBITDA during the nine months ended September 30, 2011 were 1) a decrease in net loss due to an increase in Revenues, as discussed in the Revenues section above, and 2) a reduction in Cost of Revenues during the same period due to an improvement in profitability from the impact of high gross profit margins for our services the Marcellus Shale region and due to the implementation of cost controls in response to the industry slowdown as discussed in the Costs of Revenues & Gross Profit section above.

30

Liquidity and Capital Resources:

The following table summarizes our statement of cash flows for the three and nine month periods ended September 30, 2011 and 2010 and (combined with working capital from the above table and discussion below) are important for understanding our liquidity:

	For the Three Months Ended
	September 30,
	2011			2010
	(Unaudited)			(Unaudited)
Net cash used in operating activities	$	(156,937	)	$	(1,386,810	)
Net cash used in investing activities		(2,185,121	)		(687,673	)
Net cash provided in financing activities		1,172,580			2,053,964
Net Decrease in Cash and Cash Equivalents		(1,169,478	)		(20,519	)
Cash and Cash Equivalents, Beginning of Period		1,695,279			926,377
Cash and Cash Equivalents, End of Period	$	525,801		$	905,858

	For the Nine Months Ended
	September 30,
	2011			2010
	(Unaudited)			(Unaudited)
Net cash provided (used) in operating activities	$	3,402,640		$	(390,888	)
Net cash used in investing activities		(4,017,035	)		(712,882	)
Net cash (used) provided in financing activities		(497,611	)		1,861,142
Net (Decrease) Increase in Cash and Cash Equivalents		(1,112,006	)		757,372
Cash and Cash Equivalents, Beginning of Period		1,637,807			148,486
Cash and Cash Equivalents, End of Period	$	525,801		$	905,858

The following table sets forth a summary of certain aspects of our balance sheet at September 30, 2011 and December 31, 2010:

	September 30,			December 31,
	2011			2010
	(Unaudited)
Current Assets	$	5,035,261		$	7,375,954
Total Assets		21,111,980			22,620,876
Current Liabilities		7,281,487			6,223,475
Total Liabilities		17,232,038			18,015,432
Working Capital (Current Assets net of Current Liabilities)		(2,246,226	)		1,152,479
Stockholders’ equity		3,879,942			4,605,444

31

We have relied on cash generated from operations, borrowings under our credit facility and the cash that became available to us as a result of the Merger Transaction to satisfy our liquidity needs. Our ability to fund operating cash flow shortfalls, fund planned capital expenditures and make acquisitions will depend upon our future operating performance, and more broadly, on the availability of equity and debt financing, which will be affected by prevailing economic conditions in our industry and financial, business and other factors, some of which are beyond our control.

At September 30, 2011, we had $1.3 million borrowings under our $2.0 million asset based, revolving credit facility.  Our ability to fund our current operations and planned 2011 and 2012 capital expenditures will primarily depend on our future operating performance, our ability to borrow from our primary lender or our ability to obtain credit facilities through an alternative lender, and our ability to raise outside capital.

Based on our existing operating performance and our discussions with our primary lender regarding funding of future equipment fabrication we believe we will have adequate funds to meet operational and capital expenditure needs for the rest of fiscal year 2011 and into 2012.  In addition, we are currently investigating opportunities with several lending institutions to refinance the debt facilities with our primary lender.  This refinance will allow us to extend out the maturity and provide favorable financing terms under our Term Loan facilities.  These favorable terms would significantly decrease our current debt service requirements which would improve our overall liquidity.  If our estimates turn out to be inaccurate, or we are unable to raise additional capital, or we are unable to replace our existing debt with more favorable financing terms, the Company will adjust its expenditures and curtail certain of its planned operations.

The credit agreements evidencing our debt facilities contain standard covenants regarding leverage, minimum net worth, debt service coverage, additional debt limitations and loan to value ratios.  The first measurement date for these covenants was December 31, 2010.  The Company was able to meet all covenants at December 31, 2010 and at June 30, 2011 (measured at the six-month mark for forecasting purposes only), and the Company currently believes it will be able to satisfy these covenants throughout 2011.

As of September 30, 2011, our working capital decreased approximately $3.4 million as compared to December 31, 2010.  There were various components contributing to the net decrease.  The major components causing the change in our working capital were:

Factors that had a negative effect on our working capital –

1. A decrease in cash of $1.1 million due to using cash from operations to fund

a. costs incurred in opening our new operation centers in Cheyenne, Wyoming and Killdeer, North Dakota, and

b. truck and equipment purchases, while awaiting funding from our primary lending institution for the truck and equipment purchases;

2. A decrease in accounts receivable of approximately $850,000 due primarily to the decrease in revenues in the third quarter 2011 as compared to the fourth quarter of 2010;

3. An increase in the current portion of long-term debt of $650,000 due to new equipment credit facilities and truck loans;

4. A decrease in income taxes receivable of $653,000 due to receipt of the income tax refunds for Dillco and Aspen; and

5. An increase in the outstanding balance on our revolving line of credit of approximately $250,000.

Factors that positively impacted our working capital –

1. Increase in prepaid expense and other current assets of approximately $125,000 due to health and D&O insurance renewals.

32

Investing and Financing Activities:

Our accumulated capital expenditures for the first three quarters of 2011 were approximately $4.0 million as compared to approximately $1.3 million during the same period in 2010.  In order to fund some of our capital expenditures we sold and disposed of obsolete or retired trucks and equipment through several transactions during the nine months ended September 30, 2011 and 2010 resulting in proceeds of approximately $40,000 and $555,000, respectively.  Thus, the increase in cash used for investing activities in 2011 as compared to 2010.

As of December 31, 2010 we had outstanding purchase orders of approximately $750,000 for heating and other units to meet the demand of our customers.  We purchased this equipment in the first and second quarters of 2011.  As of September 30, 2011 we have no executed commitments for additional expenditures for the remainder of 2011.  However, we have and expect to purchase some additional equipment in the last quarter of 2011 provided we have the resources to do so, which it appears we will, and it is economically feasible.

We are currently investigating opportunities with several lending institutions to refinance the debt facilities with our primary lender.  This refinance will allow us to extend out the maturity and provide favorable financing terms under our Term Loan facilities.

The increase in cash used in financing activities for the first three quarters of 2011 is primarily the result of four major events which occurred during the periods.

· an increase in the outstanding balance on the line of credit facility of $1.3 million in the third quarter of 2011 due to our need to cover truck and equipment and other capital expenditures with the line of credit and cash from operations while awaiting equipment loan facilities from our primary lender;

· a $1.2 million additional related party subordinated debt agreement entered into as part of the Company’s 2010 debt restructuring which occurred in the first quarter of 2011;

· repayment of long-term debt approximating $1.4 million as part of the 2010 debt restructuring, which also occurred in the first quarter of 2011; and

· repayment of approximately $700,000 in long-term debt which occurred in the third quarter of 2011.

These events, accumulated, explain the majority of the $2.4 million increase in cash used for financing activities.

Capital Commitments and Obligations

The Company’s capital commitments and obligations as of September 30, 2011 consisted of the Term Loan, the Line of Credit, the Equipment Loans, as well as certain capital and operating leases, and related party subordinated debt.  Amounts due under those commitments and obligations are summarized in the notes to the financial statements.  Although these obligations are not obligations of Enservco itself, as of the date of this report they are obligations and commitments of the Company on a consolidated basis and may affect the Company’s liquidity and financial obligations going forward.

Going forward the Company hopes to expand its business operations, by expanding its operations into new regions of the country, acquiring additional equipment, increasing the volume of services we currently offer, expanding the services if offers to its customers, and/or engaging in strategic transactions with companies that offer services that are similar or complimentary to those that the Company offers. As described elsewhere, the Company has currently expanded into the Bakken formation in North Dakota.  The Company has also expanded its operations in the areas where it currently operates, including in the Niobrara region of south-central Wyoming.

Management has taken various preliminary steps to explore geographical and service offering expansion.  To fully implement certain of these activities the Company likely will need to raise additional capital or borrow funds from its existing lender(s) or from other third parties.  The Company believes that it can utilize cash flows, its existing line of credit, and remaining equipment and other loan balances to finance its current plans.  However, should the Company desire to engage in certain strategic transactions or other significant expansions of its business operations it will likely have to obtain outside financing. There can be no assurance that financing will be available to the Company on reasonable terms, if at all.

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Critical Accounting Policies and Estimates

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.  The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests.

Accounts Receivable

Accounts receivable are stated at the amount billed to customers.  The Company provides a reserve for doubtful accounts based on a review of outstanding receivables, historical collection information and existing economic conditions.  The provision for uncollectible amounts is continually reviewed and adjusted to maintain the allowance at a level considered adequate to cover future losses.  The allowance is management's best estimate of uncollectible amounts and is determined based on historical performance that is tracked by the Company on an ongoing basis.  The losses ultimately incurred could differ materially in the near term from the amounts estimated in determining the allowance.

Inventory

Inventory consists primarily of diesel fuel and chemicals that are used in the servicing of oil wells and is carried at the lower of cost or market in accordance with the first in, first out method.

Property and Equipment

Property and equipment consists of (1) trucks, trailers and pickups; (2) trucks that are in various stages of fabrication; (3) real property which includes land and buildings used for office and shop facilities and wells used for the disposal of water; and (4) other equipment such as tools used for maintaining and repairing vehicles, office furniture and fixtures, and computer equipment.  Property and equipment is stated at cost less accumulated depreciation.  The Company charges repairs and maintenance against income when incurred and capitalizes renewals and betterments, which extend the remaining useful life or expand the capacity of the assets.  Depreciation is recorded on a straight-line basis over estimated useful lives of 5 to 30 years.

Leases

The Company conducts a major part of its operations from leased facilities. Each of these leases is accounted for as operating leases. Normally, the Company records rental expense on its operating leases over the lease term as it becomes payable. If rental payments are not made on a straight-line basis, per terms of the agreement, the Company records a deferred rent expense and recognizes the rental expense on a straight-line basis throughout the lease term. The majority of the Company’s facility leases contain renewal clauses and expire through November 2016. In most cases, management expects that in the normal course of business, leases will be renewed or replaced by other leases.

The Company has entered into several capital leases in order to acquire trucks and equipment. Each of these leases allow the Company to retain title of the equipment leased through the lease agreements upon final payment of all principal and interest due. The Company records the assets and liabilities associated with these leases at the present value of the minimum lease payments per the lease agreement. The assets and associated liabilities are separately identified in the balance sheet. The assets are classified as Property and Equipment and the liabilities are classified as current and long-term liabilities based on the contractual terms of the agreements and their associated maturities.

Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered.  The Company looks primarily to the discounted future cash flows in its assessment of whether or not long-lived assets have been impaired.

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Revenue Recognition

The Company recognizes revenue when services are provided and collection is reasonably assured.

Intangible Assets

Non-Competition Agreements

The non-competition agreements with the sellers of Heat Waves, Hot Oil Express, and Dillco have finite lives and are being amortized over a five-year period.  Amortization expense is expected to be recognized through June 2013.

Goodwill

Goodwill represents the excess of the cost over the fair value of net assets acquired, including identified intangible assets, recorded in connection with the acquisitions of Heat Waves.  Goodwill is not amortized but is assessed for impairment at least annually.

Marketable Securities

The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available for sale. Held-to-maturity securities are recorded as either short term or long term on the Balance Sheet, based on contractual maturity date and are stated at amortized cost. Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt and marketable equity securities not classified as held to maturity or as trading, are classified as available for sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in stockholders’ equity.

The fair value of substantially all marketable securities is determined in reference to quoted market prices. The estimated fair value of securities for which there are no quoted market prices is based on similar types of securities that are traded in the market.

Income Taxes

Enservco LLC (which served as the holding company for the Company’s various operating entities until the time of the Merger Transaction in July 2010) and its subsidiaries, with the exception of Dillco (which is a C Corporation subject to federal and state income taxes), are limited liability companies and prior to January 1, 2010 were not subject to federal or state income taxes.  On January 1, 2010 Enservco LLC elected to be taxed as a corporation.  Therefore, prior to January 1, 2010 no provision or liability for income taxes has been included in the accompanying financial statements, except for income taxes relating to the financial statements of Dillco and Aspen (the current parent (or holding) company for the Company’s operations and assets).

The Company recognizes deferred tax liabilities and assets based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in income in the period that includes the enactment date.

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The Company accounts for any uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The Company measures the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.  The application of income tax law is inherently complex.  Laws and regulations in this area are voluminous and are often ambiguous.  As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures.  Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments which can materially affect amounts recognized in the consolidated balance sheets and consolidated statements of income.  The result of the reassessment of the Company’s tax positions did not have an impact on the consolidated financial statements.

When accounting for uncertainty in income taxes for those entities electing to be treated as limited liability companies for income tax purposes, if taxing authorities were to disallow any tax positions taken by the Company, the additional income taxes, if any, would be imposed on the member rather than the Company.  Accordingly, there would be no effect on the Company’s financial statements. 

Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses.  No interest or penalties have been assessed as of December 31, 2010.  The Company files tax returns in the United States, in the states of Colorado, Kansas, Pennsylvania and Utah. The tax years 2007 through 2010 remain open to examination in the taxing jurisdictions to which the Company is subject.

Fair Value

The Company has adopted the authoritative guidance that applies to all financial assets and liabilities required to be measured and reported on a fair value basis.  The Company also applies the guidance to non-financial assets and liabilities measured at fair value on a nonrecurring basis, including non-competition agreements and goodwill.  The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.  The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.

Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company.  Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances.  The financial and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1: Quoted prices are available in active markets for identical assets or liabilities;

Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; or

Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

Stock-based Compensation

The Company accounts for stock-based compensation in accordance with current accounting standards which requires companies to recognize compensation expense for the share-based payments based on the estimated fair value of the awards.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements and thus no disclosure is required.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of September 30, 2011, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer).  Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2011.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

There were not any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the 1934 Act) during the quarter ended September 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1.  LEGAL PROCEEDINGS

There are no material pending legal or regulatory proceedings against the Company, and it is not aware of any that are known to be contemplated.

Item 1A.  RISK FACTORS

See the risk factors set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2010, which risk factors are incorporated herein.  There have been no material changes to the risk factors set forth in that Form 10-K.

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended September 30, 2011 the Company did not engage in, or effect, any unregistered sales of equity securities.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. RESERVED

None.

Item 5. OTHER INFORMATION

None.

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Item 6. EXHIBITS

Exhibit No.	Title
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Michael Herman, Principal Executive Officer).
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rick D. Kasch, Principal Financial Officer).
32	Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Michael D. Herman, Chief Executive Officer and Principal Executive Officer, and Rick D. Kasch, Chief Financial Officer and Principal Financial Officer).
101	Interactive Data Files Pursuant to Rule 405 of Regulation S-T

In accordance with the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.

	ENSERVCO CORPORATION
Date:  November 11, 2011		/s/ Michael D. Herman
		Michael D. Herman, Chairman and Chief Executive Officer
Date:  November 11, 2011		/s/ Rick D. Kasch
		Rick D. Kasch, Chief Financial Officer and Principal Accounting Officer

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