8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2009

Basic Energy Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-32693	54-2091194
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation )	File Number)	Identification No.)

500 W. Illinois, Suite 100
Midland, Texas	79701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (432) 620-5500

Not Applicable
(Former name or former address, if changed since last report.)

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

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

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

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

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

TABLE OF CONTENTS

EX-99.1

EX-99.2

Item 2.02 Results of Operations and Financial Condition.

     On July 22, 2009, Basic Energy Services, Inc. (“Basic”) issued a press release announcing projected preliminary results for the second quarter ended June 30, 2009. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

     The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events.

     On July 22, 2009, Basic issued a press release announcing that it has commenced an offering, through a Rule 144A private placement, of up to $225 million of senior secured notes due 2014. A copy of the press release is being filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     Exhibit 99.1     Press release dated July 22, 2009

     Exhibit 99.2     Press release dated July 22, 2009

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Basic Energy Services, Inc.
Date: July 22, 2009	By:	/s/ Alan Krenek
	Name:	Alan Krenek
	Title:	Senior Vice President, Chief Financial Officer, Treasurer and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated July 22, 2009
99.2	Press release dated July 22, 2009

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

	Contacts:	Alan Krenek, Chief Financial Officer
		Basic Energy Services, Inc.
		432-620-5510
FOR IMMEDIATE RELEASE		Jack Lascar/Sheila Stuewe
		DRG&E / 713-529-6600

BASIC ENERGY SERVICES ANNOUNCES PRELIMINARY
SECOND QUARTER 2009 RESULTS

MIDLAND, Texas – July 22, 2009 – Basic Energy Services, Inc. (NYSE: BAS) announced today it expects to report unaudited second quarter of 2009 financial results for key metrics within the following ranges:

- Revenue of $118.0 million to $119.0 million;

- Operating loss of $28.9 million to $29.9 million;

- Net loss of $21.1 million to $22.1 million; and

- EBITDA* of $2.7 million to $3.3 million.

Although final results for the second quarter of 2009 are not yet available, based upon information available to us, we are not aware and do not anticipate that our results for the second quarter will be adversely affected, in the aggregate, by material or unusual adverse events, and we do not believe that, during the second quarter, we incurred material additional borrowings or other liabilities, contingent or otherwise, or defaulted under our debt covenants. Nevertheless, our actual results for the second quarter of 2009 may differ from these expectations and from the estimates disclosed above. Our expected results for this interim period are not indicative of the results that should be expected for the full fiscal year.

We do not as a matter of course make public projections as to future sales, earnings or other results. However, in the context of other disclosures being made to other persons in a private transaction, our management has prepared the above outlook for the second quarter of 2009. The prospective financial information was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of our management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and our expected future financial performance.

* EBITDA, which is not a measure determined in accordance with generally accepted accounting principles (“GAAP”), is defined as net income before interest, taxes, depreciation and amortization.

EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. However, Basic believes EBITDA is a useful supplemental financial measure used by its management and directors and by external users of its financial statements, such as investors, to assess:

• The financial performance of its assets without regard to financing methods, capital structure or historical cost basis;

• The ability of its assets to generate cash sufficient to pay interest on our indebtedness; and

• Its operating performance and return on invested capital as compared to those of other companies in the well servicing industry, without regard to financing methods and capital structure.

EBITDA has limitations as an analytical tool and should not be considered an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA excludes some, but not all, items that affect net income and operating income, and these measures may vary among other companies. Limitations to using EBITDA as an analytical tool include:

• EBITDA does not reflect its current or future requirements for capital expenditures or capital commitments;

• EBITDA does not reflect changes in, or cash requirements necessary to service interest or principal payments on, its debt;

• EBITDA does not reflect income taxes;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

• Other companies in its industry may calculate EBITDA differently than Basic does, limiting its usefulness as a comparative measure.

The following table reconciles our range of estimated net loss, the most directly comparable GAAP financial measure, to our range of estimated EBITDA for the second quarter of 2009:

		Three Months Ended June 30, 2009
		(Estimated data; Dollars in millions)
Net Loss	between	$	(21.1	)	and	$	(22.1	)
Income taxes	between		(14.0	)	and		(13.0	)
Net interest expense	between		5.7		and		6.0
Depreciation and amortization	between		32.1		and		32.4
EBITDA	between	$	2.7		and	$	3.3

Basic Energy Services provides well site services essential to maintaining production from the oil and gas wells within its operating area. The company employs more than 3,900 employees in more than 100 service points throughout the major oil and gas producing regions in Texas, Louisiana, Oklahoma, New Mexico, Arkansas, Kansas and the Rocky Mountain States.

Additional information on Basic Energy Services is available on the Company’s website at http://basicenergyservices.com.

Safe Harbor Statement

This press release contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events based on assumptions and estimations that management believes are reasonable given currently available information. Information on risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements is available in Basic Energy Services’ filings with the Securities and Exchange Commission.

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EX-99.2

EXHIBIT 99.2

NEWS RELEASE

	Contacts:	Alan Krenek, Chief Financial Officer
		Basic Energy Services, Inc.
		432-620-5510
FOR IMMEDIATE RELEASE		Jack Lascar/Sheila Stuewe
		DRG&E / 713-529-6600

BASIC ENERGY SERVICES, INC. ANNOUNCES PRIVATE

OFFER OF SENIOR SECURED NOTES

MIDLAND, Texas – July 22, 2009 – Basic Energy Services, Inc. (NYSE: BAS) announced today that it has commenced an offering, through a Rule 144A private placement, of up to $225 million of Senior Secured Notes due 2014. Basic Energy Services intends to use the net proceeds from the proposed offering, together with cash on hand if necessary, to repay all outstanding indebtedness under its revolving credit facility.

The notes are being offered inside the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

The notes have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the notes.

This press release contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events based on assumptions and estimations that management believes are reasonable given currently available information. Forward-looking statements in this press release relate to, among other things, the closing of the offering and the use of proceeds therefrom. Information on risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements is available in Basic Energy Services’ filings with the Securities and Exchange Commission.

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