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: May 15, 2009

(Date of earliest event reported)

Forbes Energy Services Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Bermuda	333-150853-04	98-0581100
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
3000 South Business Highway 281 Alice, Texas		78332
(Address of Principal Executive Offices)		(Zip Code)

(361) 664-0549

(Registrant’s Telephone Number, Including Area Code)

N/A

(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):

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

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

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

¨ 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

The information in this Item 2.02 of this Current Report and attached Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K and, according to general instruction B.2. thereunder, the information in this Item 2.02 of this Current Report and Exhibit 99.1 to this Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report and attached Exhibit 99.1 shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

On May 15, 2009, Forbes Energy Services Ltd., a company formed under the laws of Bermuda (the “Company”), issued a press release to announce the results of its operations for the three months ended March 31, 2009. Additional information is included in the Company’s press release dated May 15, 2009, which is attached hereto as Exhibit 99.1. References herein to Forbes Group refer to Forbes Energy Services Ltd. and its subsidiaries from and after May 29, 2008 and to Forbes Energy Services LLC and its subsidiaries from January 1, 2008 through May 28, 2008.

The press release contains reference to the non-GAAP financial measure EBITDA. EBITDA is defined as earnings (net income) plus interest expense, income taxes, depreciation and amortization, less interest income. This term, as the Company defines it, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with United States generally accepted accounting principles, or GAAP. EBITDA should not be considered in isolation or as a substitute for operating income, net income or other income or cash flow statement data prepared in accordance with GAAP. The entities which have comprised the Forbes Group through May 28, 2008 were not subject to U.S. federal income tax. The Company, on a consolidated basis with its subsidiaries, is subject to U.S. federal income taxes following the May 29, 2008 Bermuda Reorganization.

The Company believes that EBITDA is useful to an investor in evaluating its operating performance because it is widely used by investors in the oilfield services industry to measure a company’s operating performance without regard to items such as interest, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods, the book value of assets, capital structure, and the method by which assets were acquired. In addition, it helps investors more meaningfully evaluate and compare the results of the Company’s operations from period to period by removing the impact of its capital structure (primarily interest charges from outstanding debt) and asset base (primarily depreciation) from its operating results.

The Company’s management uses EBITDA for the reasons stated above. In addition, the Company’s management uses EBITDA (i) in presentations to the Board of Directors to enable them to have the same consistent measurement basis of operating performance used by management, (ii) as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, (iii) to assess compliance with financial ratios and covenants included in the indenture governing its 11% senior secured notes and its revolving credit facility, and (iv) in communications with shareholders, lenders, noteholders, rating agencies, and others concerning the Company’s financial performance.

Set forth below are the material limitations associated with using EBITDA as a non-GAAP performance measure compared to GAAP measures of operating activities:

• EBITDA does not reflect our 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 our debt;

• EBITDA does not reflect income taxes; and

• 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.

Management compensates for the above-described limitations in using EBITDA as a non-GAAP financial measure by only using EBITDA to supplement GAAP results. A reconciliation of EBITDA (referred to as Adjusted EBITDA in the reconciliation table in the press release) to net income, the most directly comparable GAAP financial measure, is contained in the press release filed as Exhibit 99.1 to this Form 8-K.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits.

99.1         Press Release, dated May 15, 2009

3

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 thereunto duly authorized.

	Forbes Energy Services Ltd.
Date: May 21, 2009	By:	/s/ L. Melvin Cooper
		L. Melvin Cooper
		Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

	Contacts:	Forbes Energy Services Ltd.
		L. Melvin Cooper, SVP & CFO
		361-664-0549
FOR IMMEDIATE RELEASE
		DRG&E
		Ken Dennard, Managing Partner
		Ben Burnham, AVP
		713-529-6600

Forbes Energy Services Reports

First Quarter Financial Results

ALICE, TEXAS – May 15, 2009 – Forbes Energy Services Ltd. (TSX: FRB) today announced financial and operating results for the quarter ended March 31, 2009.

Revenues for the first quarter declined to $63.4 million compared to $96.7 million in the fourth quarter of 2008 as a result of lower pricing and utilization in both operating segments. Net loss for the three months ended March 31, 2009 was $4.5 million, or a loss of $0.07 per share, compared to a net loss of $2.3 million, or $0.04 per share, in the quarter ended December 31, 2008. EBITDA for the first quarter of 2009 totaled $9.0 million versus $21.2 million in the 2008 fourth quarter. EBITDA is a non-GAAP financial measure, defined by the Company as net income before interest, taxes, depreciation and amortization. For a reconciliation of EBITDA to net income, please see the disclosures at the end of this release.

John Crisp, Forbes Energy’s President and Chief Executive Officer, stated, “As expected, the U.S. operating environment was quite challenging during the first quarter due to a significant decline in customer spending as a result of lower energy prices. We have continued to implement cost cutting measures, including headcount and salary reductions, in an effort to keep pace with declining revenues. Going into the second quarter we continue to experience utilization and pricing pressures, although indications are that the rate of decline is slowing, and the market may begin stabilizing later this year.

“In contrast to the domestic environment, Mexico is truly a bright spot for Forbes Energy. We put our first four rigs to work there in the first quarter, and we have two more expected to be ‘on well’ before the end of the second quarter. We anticipate that Mexico will be an area of continued growth for us going forward,” concluded Crisp.

Business Segment Results

Well Servicing

Well servicing revenues decreased to $31.5 million during the first quarter of 2009 compared to $49.0 million in the fourth quarter of 2008. Well servicing segment gross margins in the first quarter of 2009 were $5.1 million, compared to $10.2 million in the fourth quarter of 2008.

Forbes recorded approximately 73,522 rig hours for the first quarter of 2009, including 4,748 hours in Mexico, compared to 97,588 total hours in the fourth quarter of 2008. The Company had 170 rigs in its well service fleet at March 31, 2009, unchanged from December 31, 2008. Capital expenditures for the well servicing segment totaled $6.0 million during the three months ended March 31, 2009.

Fluid Logistics

Fluid logistics revenues in the first quarter of 2009 decreased to $31.9 million compared to $47.7 million in the fourth quarter of 2008. Gross margins for the fluid logistics segment totaled $8.7 million compared to $16.5 million in the previous quarter.

Forbes recorded 229,219 truck hours during the first quarter of 2009 compared to 309,020 for the fourth quarter of 2008. The Company’s fluid transport segment heavy truck fleet totaled 370 as of March 31, 2009, unchanged from December 31, 2008. Total capital expenditures for the fluid logistics segment were $1.3 million for the three months ended March 31, 2009.

Form 10-Q

The Company’s form 10-Q for the period ended March 31, 2009 has been filed with the U.S. Securities & Exchange Commission and has received a May 18, 2009 file date. It also has been filed in Canada and will be available on SEDAR.

Previously Announced Restatements

The Company also announced that consistent with the previously announced need to restate its First Quarter 2008 financial statements, it is posting to its website today a Form 10-Q/A Amendment No. 1 for the quarterly period ended March 31, 2008. Neither the original Form 10-Q or the Form 10-Q/A are being filed with the Securities and Exchange Commission because the report covers a period that predates the Company’s obligations to file under the securities laws. It is also anticipated that the amendments to the Forms 10-Q for quarters ended June 30, 2008 and September 30, 2008 reflecting the previously announced restatements for such quarters will be filed with the SEC in the next few days.

Conference Call

Forbes Energy will host a conference call to discuss its first quarter 2009 results on Tuesday, May 19, 2009, at 10:00 a.m. Eastern Time (9:00 a.m. Central). To access the call, please dial (480) 629-9863 and ask for the “Forbes Energy Services” call at least 10 minutes prior to the start time. The conference call will also be broadcast live via the Internet and can be accessed through the “Investor Relations” page of Forbes Energy’s website, www.forbesenergyservices.com.

A telephonic replay of the conference call will be available until May 26, 2009, and may be accessed by calling (303) 590-3030 and using the pass code 4080060#. A webcast archive will be available at www.forbesenergyservices.com shortly after the call and will be accessible for approximately 30 days. For more information, please contact Donna Washburn at DRG&E at (713) 529-6600 or email at dmw@drg-e.com.

About Forbes Energy

Forbes Energy Services Ltd. is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas, Mississippi, and Mexico.

Forward-Looking Statements and Regulation G Reconciliation

This press release contains “forward-looking statements,” as contemplated by the Private Securities Litigation Reform Act of 1995, in which the Company discusses factors it believes may affect its performance in the future. The accuracy of the Company’s assumptions, expectations, beliefs and projections depend on events or conditions that change over time and are thus susceptible to change based on actual experience, new developments and known and unknown risks. The Company gives no assurance that the forward-looking statements will prove to be correct and does not undertake any duty to update them. The Company’s actual future results might differ from the forward-looking statements made in this press release for a variety of reasons, which include: supply and demand for oilfield services and the level of oil and natural gas prices; the continued uncertainty in the global financial markets and its effect on domestic spending in the oil and natural gas industry; the Company’s ability to maintain pricing on its core services; the potential for excess capacity in the industry; and competition. Should one or more of the foregoing risks or uncertainties materialize, or should the Company’s underlying assumptions prove incorrect, the Company’s actual results may vary materially from those anticipated in its forward-looking statements, and the Company’s business, financial condition and results of operations could be materially and adversely affected. Additional factors that you should consider are set forth in detail in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “Form 10-K”) as well as other filings the Company has made with the Securities and Exchange Commission.

Forbes Energy’s financial statements and management’s discussion and analysis of financial condition and results of operations can be found in the Form 10-Q, which is being filed with the Securities and Exchange Commission and posted on the Company’s website.

This press release also contains references to the non-GAAP financial measure of earnings, or net income, before interest, income taxes, depreciation and amortization, or EBITDA. For a reconciliation of EBITDA to net income, please see the table at the end of this release. Management’s opinion regarding the usefulness of EBITDA to investors and a description of the ways in which management uses such measures can be found on the “Investor Relations” page of Forbes Energy’s website, www.forbesenergyservices.com.

-Tables to Follow-

Selected Statement of Operations Data

(Unaudited)

	Three Months Ended March 31,
	2009			2008
				(As Restated)
Revenues
Well servicing	$	31,539,008		$	39,284,338
Fluid logistics		31,892,374			31,238,521
Total revenues		63,431,382			70,522,859
Expenses
Well servicing		26,395,709			24,404,782
Fluid logistics		23,231,621			22,294,883
General and administrative		5,773,879			3,142,681
Depreciation and amortization		9,691,372			7,040,023
Total expenses		65,092,581			56,882,369
Operating income (loss)		(1,661,199	)		13,640,490
Other income (expense)
Interest expense		(6,653,677	)		(5,975,126	)
Gain on extinguishment of debt		973,908			—
Other income (expense)		26,533			29,534
Income (loss) before taxes		(7,314,435	)		7,694,898
Income tax expense (benefit)		(2,778,945	)		172,000
Net income (loss)	($	4,535,490	)	$	7,522,898
Earnings (loss) per share of common stock
Basic	$	(0.07	)
Diluted		(0.07	)
Weighted average number of shares outstanding
Basic		62,111,200
Diluted		62,111,200
Pro forma earnings per share1
Basic				$	0.09
Diluted					0.09
Weighted average number of shares outstanding
Basic					54,144,700
Diluted					54,144,700

¹ Historical net income per share was not presented for the three months ended March 31, 2008 because the Company was structured as a limited liability company, had limited member units and there were no ownership interests that were convertible into common stock or a common stock equivalent. See Forbes Energy’s Form 10-Q for the period ended March 31, 2009 for additional information.

Selected Balance Sheet Data

(Unaudited)

	March 31, 2009			December 31, 2008
Cash	$	39,548,808		$	23,469,067
Accounts receivable		50,867,905			69,095,522
Working Capital		51,427,775			42,707,044
Intangible assets (net)		38,744,678			39,459,977
Total assets		477,120,766			482,801,391
Total debt		219,722,866			212,189,842
Deferred tax liability		59,142,240			62,068,620
Shareholders’/members’ equity		154,503,439			158,418,487
Selected Operating Data
	Three Months Ended March 31,
	2009			2008
Working days		63			64
Rig Hours
U.S.		68,774			75,689
Mexico		4,748			—
Total rig hours		73,522			75,689
Truck hours		229,219			220,855
Reconciliation of Adjusted EBITDA to Net Income
(Unaudited)
	Three Months Ended March 31,
	2009			2008
				(As Restated)
Net income (loss)	$	(4,535,490	)	$	7,522,898
Depreciation and amortization		9,691,372			7,040,023
Interest expense		6,653,677			5,975,126
Income tax expense (benefit)		(2,778,945	)		172,000
Adjusted EBITDA	$	9,030,614		$	20,710,047