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): February 1, 2011

Basic Energy Services, Inc.

(Exact name of registrant as specified in its charter)

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

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

Item 2.02 Results of Operations and Financial Condition.

          On February 1, 2011, Basic Energy Services, Inc. (“Basic”) issued a press release announcing preliminary results for the fourth quarter of 2010 and year ended December 31, 2010 and expected 2011 capital expenditures. 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 7.01 Regulation FD Disclosure

          On February 1, 2011, Basic issued a press release announcing a cash tender offer and consent solicitation for its 11.625% Senior Secured Notes due 2014. A copy of the press release is being furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

          The information furnished pursuant to Item 7.01, including Exhibit 99.2, 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 9.01 Financial Statements and Exhibits.

99.1	Press Release dated February 1, 2011.
99.2	Press Release dated February 1, 2011.

2 

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: February 2, 2011	By:	/s/ Alan Krenek
		Name:	Alan Krenek
		Title:	Senior Vice President, Chief Financial Officer, Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 1, 2011.
99.2	Press Release dated February 1, 2011.

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 2010
FOURTH QUARTER AND YEAR END RESULTS AND
EXPECTED 2011 CAPITAL EXPENDITURES

MIDLAND, Texas — February 1, 2011 — Basic Energy Services, Inc. (NYSE: BAS) (“Basic”) announced today it expects to report unaudited 2010 fourth quarter and year end financial results for key metrics within the following ranges:

	Three Months Ended						Twelve Months Ended
	December 31, 2010						December 31, 2010
($ in millions)	Low			High			Low			High
	(unaudited)						(unaudited)
Total revenues	$	212		$	214		$	727		$	729
Operating income (loss)	$	7		$	9		$	(25	)	$	(23	)
Net loss	$	(3	)	$	(1	)	$	(44	)	$	(42	)
EBITDA*	$	41		$	43		$	112		$	114
Adjusted EBITDA*	$	42		$	44		$	113		$	115

* See “Reconciliation of Non-GAAP Financial Measures” below for a discussion and reconciliation of these non-GAAP financial measures.

The financial information presented above was, in the view of management, prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, our financial performance for the 2010 fourth quarter and year ended December 31, 2010.

Although Basic’s 2010 fourth quarter and year end final results are not yet available, based upon information available to us, we are not aware and do not anticipate that our operating results for the fourth quarter and year end will be adversely affected, in the aggregate, by material or unusual adverse non-operating events for the fourth quarter 2010, and we do not believe that, during the fourth quarter, we incurred material additional borrowings or other liabilities, contingent or otherwise. Nevertheless, our actual results for the 2010 fourth quarter and year end

may differ from these expectations and from the estimates disclosed above. 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 2010 fourth quarter and year end.

For 2011, we currently expect to spend approximately $136 million for capital expenditures, including approximately $96 million of cash capital expenditures and $40 million for capital leases. Of that $136 million, we currently expect to allocate approximately 51% for expansion capital, 29% for replacement capital, 13% for maintenance capital expenditures and the remaining 7% will be used for other refurbishment and general and administrative capital expenditures. We also anticipate that we will allocate approximately 40% of our capital expenditures to fluid services and 39% to completion and remedial services, with the remainder dedicated to our other segments and general and administrative. Based on our view of short-term operating conditions, our capital expenditure program may be increased or decreased accordingly. We also do not budget for acquisitions in the normal course of business.

Reconciliation of Non-GAAP Financial Measures

This release contains references to the non-GAAP financial measure of earnings (net income) before interest, taxes, depreciation and amortization, or “EBITDA.” This release also contains references to the non-GAAP financial measure of earnings (net income) before interest, taxes, depreciation, amortization, gain or loss on disposal of assets, and the gain on bargain purchase, or “Adjusted EBITDA.” EBITDA and Adjusted 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 and Adjusted EBITDA are useful supplemental financial measures 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 its 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 our industry may calculate EBITDA differently than Basic does, limiting its usefulness as a comparative measure.

In addition to each of the limitations with respect to EBITDA noted above, the limitations to using Adjusted EBITDA as an analytical tool include:

• Adjusted EBITDA does not reflect our gain or loss on disposal of assets;

• Adjusted EBITDA does not reflect our gain on bargain purchases; and

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

The following table reconciles our ranges of estimated net loss, the most comparable GAAP financial measure, to our range of estimated EBITDA for each of the periods indicated:

	Three months						Twelve months
	Ended December 31, 2010						Ended December 31, 2010
	Low			High			Low			High
($ in millions)	(Unaudited)						(Unaudited)
Reconciliation of Net Income (Loss) to EBITDA:
Net income (loss)	$	(3	)	$	(1	)	$	(44	)	$	(42	)
Income taxes		(2	)		0			(26	)		(24	)
Net interest expense		12			11			47			46
Depreciation and amortization		34			33			135			134
EBITDA	$	41		$	43		$	112		$	114

The following table presents a reconciliation of our ranges of estimated net loss to “Adjusted EBITDA,” which means our EBITDA excluding the loss on extinguishment of debt charge, gain on bargain purchase, and gain or loss on disposal of assets:

	Three months						Twelve months
	Ended December 31, 2010						Ended December 31, 2010
	Low			High			Low			High
($ in millions)	(Unaudited)						(Unaudited)
Reconciliation of Net Income (Loss) to Adjusted EBITDA:
Net income (loss)	$	(3	)	$	(1	)	$	(44	)	$	(42	)
Income taxes		(2	)		0			(26	)		(24	)
Gain on bargain purchase		0			(1	)		(1	)		(2	)
Net interest expense		12			11			47			46
(Gain) loss on disposal of assets		1			2			2			3
Depreciation and amortization		34			33			135			134
Adjusted EBITDA	$	42		$	44		$	113		$	115

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 4,500 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 and Appalachian regions.

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

Safe Harbor Statement

This release includes forward-looking statements and projections, made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Basic has made every reasonable effort to ensure that the information and assumptions on which these statements and projections are based are current, reasonable, and complete. However, a variety of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release, including (i) changes in demand for our services and any related material impact on our pricing and utilizations rates, (ii) Basic’s ability to execute, manage and integrate acquisitions successfully, (iii) changes in our expenses, including labor or fuel costs and financing costs, and (iv) regulatory changes. Additional important risk factors that could cause actual results to differ materially from expectations are disclosed in Item 1A of Basic’s Form 10-K for the year ended December 31, 2009 and subsequent Form 10-Qs filed with the SEC. While Basic makes these statements and projections in good faith, neither Basic nor its management can guarantee that anticipated results will be achieved. Basic assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by Basic, whether as a result of new information, future events, or otherwise.

# # #

EX-99.2

Exhibit 99.2

NEWS RELEASE

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

BASIC ENERGY SERVICES ANNOUNCES TENDER OFFER FOR ITS
11.625% SENIOR SECURED NOTES DUE 2014

MIDLAND, Texas — February 1, 2011 — Basic Energy Services, Inc. (NYSE: BAS) (“Basic”) today announced it has commenced a cash tender offer and consent solicitation with respect to any and all of the $225,000,000 aggregate outstanding principal amount of its 11.625% Senior Secured Notes due 2014 (the “Notes”). In conjunction with the tender offer, Basic is soliciting noteholder consents to effect certain amendments to the indenture governing the Notes.

Basic will pay the purchase price for Notes validly tendered and accepted for purchase, as well as accrued and unpaid interest up to, but not including, the payment date. The tender offer is scheduled to expire at 9:00 a.m., New York City time, on March 2, 2011, unless extended by Basic or earlier terminated (the “Expiration Time”). Noteholders who provide consents to the proposed amendments will receive a consent payment per $1,000 principal amount of Notes tendered and accepted for purchase pursuant to the offer if they provide their consents prior to 5:00 p.m., New York City time, on February 14, 2011, unless such date is extended (the “Consent Expiration”). The total consideration to be paid for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn before the Consent Expiration will be $1,161.00, which includes a consent payment of $30.00 per $1,000 principal amount of the Notes, together with accrued and unpaid interest up to the date of payment for such Notes. Noteholders tendering after the Consent Expiration and prior to the Expiration Time will be eligible to receive only $1,131.00 per $1,000 principal amount of Notes that are validly tendered and not validly withdrawn.

The obligations to accept for purchase and to pay for Notes in the tender offer is conditioned on, among other things, the following:

• the tender of Notes representing at least a majority of the aggregate principal amount of Notes outstanding necessary to execute the Supplemental Indenture; and

• Basic’s having completed a capital markets transaction with gross proceeds to it of at least $250.0 million on terms acceptable to it.

Basic has retained BofA Merrill Lynch to serve as the Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. Requests for documents may be directed to D.F. King & Co., Inc., the Information Agent, at (800) 659-6590. Questions regarding the tender offer and consent solicitation may be directed to BofA Merrill Lynch at (800) 292-0700.

This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation is being made solely by the Offer to Purchase and Consent Solicitation Statement dated February 1, 2011.

About Basic Energy Services

Basic Energy Services provides well site services essential to maintaining production from the oil and gas wells within its operating area. Basic employs more than 4,500 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 and Appalachian regions.

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

Safe Harbor Statement

This release includes forward-looking statements and projections, made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Basic has made every reasonable effort to ensure that the information and assumptions on which these statements and projections are based are current, reasonable and complete. However, a variety of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release, including (i) changes in demand for our services and any related material impact on our pricing and utilizations rates, (ii) Basic’s ability to execute, manage and integrate acquisitions successfully, (iii) changes in our expenses, including labor or fuel costs and financing costs, and (iv) regulatory changes. Additional important risk factors that could cause actual results to differ materially from expectations are disclosed in Item 1A of Basic’s Form 10-K for the year ended December 31, 2009 and subsequent Form 10-Qs filed with the SEC. While Basic makes these statements and projections in good faith, neither Basic nor its management can guarantee that anticipated future results will be achieved. Basic assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by Basic, whether as a result of new information, future events, or otherwise.