AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 2000

REGISTRATION NO. 333-33108
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 4

TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BASIC ENERGY SERVICES, INC.*
(Exact name of registrant as specified in its charter)

DELAWARE 1389 75-2441819
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

406 NORTH BIG SPRING
MIDLAND, TEXAS 79701
(915) 570-0829
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

KENNETH V. HUSEMAN
PRESIDENT
406 NORTH BIG SPRING
MIDLAND, TEXAS 79701
(915) 570-0829
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:

ANDREWS & KURTH L.L.P. VINSON & ELKINS L.L.P.
600 TRAVIS, SUITE 4200 2300 FIRST CITY TOWER
HOUSTON, TEXAS 77002 1001 FANNIN
(713) 220-4200 HOUSTON, TEXAS 77002
ATTN: ROBERT V. JEWELL (713) 758-2222
ATTN: JEFFERY B. FLOYD

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* Formerly known as Sierra Well Service, Inc.

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. BASIC
ENERGY MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION -- JUNE 19, 2000

PROSPECTUS
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3,700,000 Shares

[BASIC ENERGY SERVICES, INC. LOGO]

Common Stock

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Basic Energy Services, Inc. is offering 3,700,000 shares of its common stock in
an initial public offering. Prior to this offering, there has been no public
market for Basic Energy's common stock.

Basic Energy provides a range of well site services to oil and gas drilling and
production companies through its fleet of rigs that service wells and trucks and
tanks that provide fluid services.

It is anticipated that the public offering price will be between $14.00 and
$16.00 per share. Application has been made to include the shares of Basic
Energy for quotation in the Nasdaq National Market under the symbol "BASC".

Per Share Total

Public offering price................................. $ $
Underwriting discounts and commissions................ $ $
Proceeds, before expenses, to Basic Energy............ $ $

SEE "RISK FACTORS" ON PAGES 6 TO 10 FOR FACTORS THAT SHOULD BE CONSIDERED BEFORE
INVESTING IN THE SHARES OF BASIC ENERGY.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

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The underwriters may, under certain circumstances, purchase up to 555,000
additional shares from Basic Energy at the public offering price, less
underwriting discounts and commissions. Delivery and payment for the shares will
be on , 2000.

PRUDENTIAL SECURITIES
JOHNSON RICE & COMPANY L.L.C.
SIMMONS & COMPANY
INTERNATIONAL

, 2000
3

CORE OPERATING AREAS

[MAP OF OKLAHOMA, ARKANSAS, LOUISIANA, TEXAS, AND NEW MEXICO,
HIGHLIGHTING CORE OPERATING AREAS OF BASIC ENERGY]

[INSIDE COVER]

[PICTURES OF WELL SERVICING RIGS, FLUID SERVICE TRUCKS]

RIG OPERATING IN WEST TEXAS

[PHOTO]

TRUCK LOADING

AT FRESH WATER STATION

[PHOTO]

TRUCKS AND STORAGE

TANKS IN WEST TEXAS

[PHOTO]
4

TABLE OF CONTENTS

PAGE
----

Prospectus Summary.................... 1
Risk Factors.......................... 6
Forward-Looking Statements............ 10
The Company........................... 11
Use of Proceeds....................... 13
Dividend Policy....................... 13
Dilution.............................. 14
Capitalization........................ 15
Selected Financial Data............... 16
Industry Overview..................... 18
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 21
Business.............................. 32

PAGE
----

Management............................ 41
Certain Relationships and Related
Party Transactions.................. 45
Principal Stockholders................ 46
Description of Capital Stock.......... 48
Shares Eligible for Future Sale....... 53
Underwriting.......................... 55
Legal Matters......................... 56
Experts............................... 56
Available Information................. 57
Index to Financial Statements......... F-1
Appendix A -- Glossary of Terms....... A-1

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You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different information. We are not
making an offer of these securities in any jurisdiction where the offer or sale
is not permitted.

-i-
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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
This summary may not contain all of the information that investors should
consider before investing in the common stock of Basic Energy. All numbers of
shares and per share amounts give effect to a 400-for-1 stock split effected May
23, 2000. You should read the entire prospectus carefully. If you are not
familiar with some of the oil and gas industry terms used in this prospectus,
please read our Glossary of Terms included as Appendix A to this prospectus.

BASIC ENERGY

We provide a range of well site services to oil and gas drilling and
producing companies. These services are fundamental to establishing and
maintaining the flow of oil and gas from a well throughout its life cycle. Our
operations are concentrated in the major United States oil and gas producing
regions of Texas, New Mexico, Oklahoma and Louisiana. We believe we operate the
third largest fleet of well servicing rigs in the United States, with 141 well
servicing rigs, including rigs we will acquire upon completion of this offering.
Our fleet represents approximately 4% of the industry's fleet. Please read "The
Company -- Current Acquisitions" for a description of the acquisitions and the
assets that we will acquire.

We operate two business segments. Our well servicing segment utilizes our
fleet of well servicing rigs and related equipment to install and remove
equipment and eliminate obstructions in the well bore to facilitate the flow of
oil and gas from our customers' wells. Our fluid services segment utilizes our
fleet of specialized tank trucks, storage tanks, water wells, disposal
facilities and related equipment to provide, transport, store and dispose of a
variety of fluids used in oil and gas well drilling and production activities.

We have actively participated in the consolidation of the fragmented well
service industry by acquiring smaller regional competitors. Between January 1996
and April 1998, we acquired businesses and equipment in 16 separate
transactions, increasing our revenues from $4.4 million in 1995 to $37.3 million
in 1999. Upon completion of this offering we will acquire five additional
businesses and the stock of a sixth corporation with four inactive rigs for an
aggregate purchase price of approximately $18.8 million. These acquisitions will
add 50 well servicing rigs, 51 fluid service trucks, six support trucks, 38
fluid storage tanks, three salt water disposal wells and two fresh and brine
water stations to our business.

Our business is substantially influenced by prevailing oil and gas prices
and price volatility. As oil and gas prices fell in late 1997 through early
1999, our activity levels also declined. As a result, in 1998 and 1999 we had
operating losses of approximately $26.1 million and $4.4 million, respectively
and net losses of approximately $28.3 million and $13.0 million, respectively.
Our activity levels have recently improved from the low levels experienced in
early 1999, as oil and gas prices have improved. For instance, the utilization
rate of our well servicing rigs increased from a three year low of 49% in the
first quarter of 1999, when the price of oil was below $10 per barrel, to 87% in
the first quarter of 2000, as the price of oil exceeded $30 per barrel. We
believe that even in a moderate oil and gas price environment, demand for our
services can continue to escalate as oil and gas producers return to their
historical levels of well maintenance activity and capital spending.

INDUSTRY

Following several years of growth, the well service industry endured a
substantial decrease in activity during the period from late 1997 through early
1999. With the recovery of oil and gas prices, oilfield spending began to
accelerate during the second half of 1999. These trends are evidenced by the
changes in the well servicing rig utilization rate reported by Guiberson, a
division of Halliburton, which declined from a peak of 77% in July 1997 to a low
of 50% in February 1999 and has since increased to 73% in March 2000.

The well servicing business historically has been comprised of a large
number of small local companies, several multi-regional contractors and even
fewer large national companies. Since 1990 and particularly during 1996 and
1997, the industry has consolidated substantially. Two national companies
currently own a combined 2,123 rigs or 57% of the industry's fleet. Although not
as large as these
6

companies, our fleet of 141 rigs is substantially larger than our other
competitors in the well servicing business. We believe that no other company
currently owns more than 50 rigs.

The fluid services business is comprised of small, locally focused
companies, with a few larger regional companies in each market. There are
currently no companies that have a dominant position on a nationwide basis. We
believe that land drilling activity drives the demand for our fluid services.
The Baker Hughes Domestic Land Drilling Rig Count declined from 881 rigs in
September 1997 to 380 rigs in April 1999 and has since increased to 639 rigs in
March 2000.

BUSINESS STRATEGY

We believe we have become successful in our markets by establishing a
reputation for high-quality equipment and well-trained crews that operate within
stringent safety guidelines. Our business strategy is designed to take advantage
of these strengths and capture growth opportunities within the well service
industry.

PROVIDE COMPLEMENTARY WELL SITE SERVICES. Our ability to provide
complementary services allows our customers to use fewer service providers,
reducing our customers' administrative costs and simplifying their logistics. A
customer typically begins a new maintenance or workover project by securing
access to a well servicing rig. As a result, our rigs are often the first
equipment to arrive at the well site for a job and the last to leave. A project
may then lead to the need for fluid handling or other services. In addition to
the convenience provided to the customer, we believe our complementary well site
services give us a competitive advantage over smaller companies that offer fewer
services. The additional services allow us to generate more business from
existing customers, increase our operating margins and allocate our overhead
costs over a larger revenue base. Our larger competitors, however, may provide a
broader range of services, making it easier for them to obtain business.

GROW THROUGH SELECTIVE ACQUISITIONS. We intend to expand our existing
businesses and add new services through the acquisition of additional well
service companies and equipment. Numerous acquisition candidates exist, and we
believe we are well positioned to take advantage of these opportunities. We seek
to acquire businesses with strong customer relationships, well-maintained
equipment and experienced and skilled personnel. We intend to pursue our
acquisition strategy while maintaining a conservative capital structure but we
will need access to additional capital to continue to grow through acquisitions.

FOCUS OPERATIONS ON AREAS OF HIGHEST CONCENTRATION OF ONSHORE DOMESTIC OIL
AND GAS PRODUCTION. Onshore oil and gas production in the United States is
highly concentrated in Texas, New Mexico, Oklahoma and Louisiana. In 1998, these
states accounted for over 58% and 71% of United States onshore oil and gas
production, respectively, excluding Alaska. We believe that each of our
operating regions provides us with significant opportunities for internal
growth, diversification of services and growth through acquisitions. Our
concentration in these areas makes us more sensitive to local economic
conditions in these areas, including labor availability and costs.

OPERATE AND MARKET THROUGH LOCAL MANAGEMENT. We believe that our
decentralized operating management is consistent with the regional nature of the
well service industry. Well service purchase decisions are typically made on a
local level. Because our managers live and work in these areas and are directly
responsible for all aspects of their area's performance, we believe our
organization is more responsive to our customers' needs than our competitors
with more centralized operations. Moreover, we believe that the autonomy offered
by our local management strategy is attractive to potential sellers of well
service companies and their employees who may consider joining our management
team. Our decentralized operations are supported by our corporate office in
Midland, Texas, which monitors operating performance on a daily basis and
provides risk management and financial controls. Decentralized purchasing
decisions may not provide as much economy of scale.

HOW TO CONTACT BASIC ENERGY

Our principal executive offices are located at 406 North Big Spring,
Midland, Texas 79701, and our telephone number is (915) 570-0829.

2
7

THE OFFERING

Shares offered by Basic Energy.......... 3,700,000 shares

Total shares outstanding after this
offering................................ 6,469,946 shares

Use of proceeds......................... We will use the net proceeds from
the offering, together with
borrowings under a new credit
facility with an affiliate of the
CIT Group, Inc.:

- to pay the cash portion of the
purchase price of pending
acquisitions;

- to repay the principal plus
accrued interest of our Senior
Notes due 2004;

- to repay a portion of the
principal plus accrued interest
of our Subordinated Notes due
2004;

- to repay long-term debt assumed
in connection with the
acquisitions;

- to redeem our Series A Cumulative
Preferred Stock including accrued
dividends to the date of
redemption; and

- to pay expenses in connection
with the foregoing and for
general corporate purposes.

Proposed Nasdaq National Market
symbol.................................. BASC

The number of shares of common stock that will be outstanding after the
offering includes:

- 749,264 shares that will be issued upon conversion of the Series B
Convertible Preferred Stock; and

- 168,334 shares (based on an assumed initial public offering price of
$15.00 per share) that may be issued automatically within 45 days upon
conversion of notes issuable in connection with acquisitions that are
contingent on the closing of this offering.

The number of shares of common stock that will be outstanding does not
include:

- up to 555,000 shares that the underwriters may purchase if they exercise
their over-allotment option;

- 110,001 shares (based on an assumed initial public offering price of
$15.00 per share) that may be issued at the option of the holders upon
conversion or exercise of notes or warrants issuable in connection with
acquisitions that are contingent on the closing of this offering; and

- 2,000,000 shares of common stock reserved for issuance under our 2000
Stock Plan, of which we intend to grant options to purchase 420,000
shares concurrently with this offering.

3
8

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following sets forth our summary historical and pro forma financial and
operating data for the periods indicated. The pro forma income statements and
other financial data give effect to this offering and application of the
proceeds, proposed borrowings under a term note with CIT and five acquisitions
that will be completed with the net proceeds from this offering as if each had
occurred on January 1, 1999. The pro forma combined balance sheet data gives
effect to these five acquisitions, borrowings under the term note and to this
offering as if each had been completed on March 31, 2000. The acquisition of
Harrison Well Service, Inc. has been excluded from the pro forma data because
that business is inactive. The pro forma income statement and other financial
data set forth below are not necessarily indicative of the results that actually
would have been achieved had these transactions been completed as of January 1,
1999, or that may be achieved in the future. This table is derived from, should
be read in conjunction with, and is qualified in its entirety by reference to
our historical and pro forma financial statements and the accompanying notes
included elsewhere in this prospectus. The amounts in the table below, other
than per share data, are in thousands.

Adjusted EBITDA, which is included in the table below, means net income
before net interest expense, income taxes, depreciation and amortization, and
impairment charges. Adjusted EBITDA is presented because of its acceptance as a
component of a company's potential valuation in comparison to companies in the
same industry and of a company's ability to service or incur debt. Management
interprets trends indicated by changes in adjusted EBITDA as an indicator of the
effectiveness of its strategies in achieving revenue growth and controlling
direct and indirect costs of services provided. Investors should consider that
this measure does not take into consideration debt service, interest expenses,
costs of capital, impairments of long lived assets, depreciation of property,
the cost of replacing equipment or income taxes. Furthermore, although Adjusted
EBITDA is indicative of a company's ability to service or incur debt, functional
or legal requirements of our business may require conservation of funds for
other purposes resulting in less than all of Adjusted EBITDA being available for
debt service. Adjusted EBITDA should not be considered as an alternative to net
income, income before income taxes, cash flows from operating activities or any
other measure of financial performance presented in accordance with generally
accepted accounting principles. Adjusted EBITDA is not a measure of financial
performance under generally accepted accounting principles and is not intended
to represent cash flow. Adjusted EBITDA may not be comparable to similarly
titled measures of other companies.

PRO FORMA PRO FORMA
YEAR THREE MONTHS THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED ENDED MARCH 31, ENDED
------------------------------ DECEMBER 31, ----------------- MARCH 31,
1997 1998 1999 1999 1999 2000 2000
-------- -------- -------- ------------ ------- ------- ------------

INCOME STATEMENT DATA:
Well servicing.................. $ 20,920 $ 26,687 $ 24,453 $ 33,206 $ 4,728 $ 8,475 $11,102
Fluid services.................. 5,214 18,632 12,878 19,925 2,721 4,405 6,302
-------- -------- -------- -------- ------- ------- -------
Total revenues.................... 26,134 45,319 37,331 53,131 7,449 12,880 17,404
Costs and expenses:
Well servicing.................. 16,534 21,640 20,164 25,557 3,910 6,312 7,827
Fluid services.................. 3,469 13,009 9,613 14,812 2,030 3,123 4,437
General and administrative(1)... 2,785 5,471 5,229 8,376 1,134 2,050 2,747
Depreciation and amortization... 2,931 8,624 6,747 8,665 1,687 1,692 2,122
Impairment of long lived
assets........................ -- 22,671 -- -- -- -- --
-------- -------- -------- -------- ------- ------- -------
Operating income (loss)........... 415 (26,096) (4,422) (4,279) (1,312) (297) 271
Net interest expense.............. (1,423) (6,903) (5,965) (2,998) (1,815) (1,543) (702)
Gain (loss) on sale of assets..... (30) (93) (301) (104) 6 99 128
Other (income) expense............ 11 (974) 45 75 4 3 5
-------- -------- -------- -------- ------- ------- -------
Loss before income taxes.......... (1,027) (34,066) (10,643) (7,306) (3,117) (1,738) (298)
Deferred income tax benefit
(expense)....................... 230 5,770 (2,328) (3,404) (4,771) 566 131
-------- -------- -------- -------- ------- ------- -------
Net loss.......................... $ (797) $(28,296) $(12,971) $(10,710) $(7,888) $(1,172) $ (167)
======== ======== ======== ======== ======= ======= =======
Preferred stock dividend.......... -- -- 430 -- -- 159 --
Net loss to common stockholders'
interest........................ $ (797) $(28,296) $(13,401) $ 10,710 $(7,888) $(1,331) $ (167)
Loss per common share(2).......... $ (0.72) $ (16.18) $ (4.51)
Pro forma loss per common
share(2)........................ -- -- $ 5.14 $ (1.69) -- $ (0.46) $ (0.03)

4
9

OTHER FINANCIAL DATA:
Adjusted EBITDA................... $ 3,327 $ 4,132 $ 2,069 $ 4,357 $ 385 $ 1,497 $ 2,526
Cash flows from operating
activities...................... (55) (996) 865 267 752
Cash flows from investing
activities...................... (62,822) (3,933) (970) (58) (1,063)
Cash flows from financing
activities...................... 68,853 1,238 (1,679) (859) (231)
Capital expenditures:
Acquisitions, net of cash
acquired...................... 56,076 1,800 -- -- 125
Property and equipment.......... 6,585 2,435 2,287 115 819

AT MARCH 31, 2000
------------------
PRO
ACTUAL FORMA
-------- -------

CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 520 $ 2,540
Working capital (deficit)................................... (245) 5,277
Net property and equipment.................................. 31,155 45,084
Total assets................................................ 47,580 75,169
Total long-term debt less current maturities................ 49,645 26,667
Total stockholders' equity (deficit)........................ (13,811) 33,089

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(1) Includes approximately $390,000 of non-cash stock compensation expense for
the three months ended March 31, 2000.

(2) Pro forma loss per common share is shown rather than loss per common share
for the year ended December 31, 1999 and the three months ended March 31,
2000 in accordance with SEC guidelines. The information gives pro forma
effect to the assumed redemption of the Series A Redeemable Preferred Stock,
the conversion of Series B Convertible Preferred Stock into shares of common
stock and the cancellation of the Series C Convertible Preferred Stock.

SUMMARY OPERATING DATA

The data presented below reflects the following:

- we charge our customers on an hourly basis -- billed rig hours reflect
actual billed hours;

- our rig utilization rate is calculated using a 55-hour work week per rig;
and

- our fluid services trucks include vacuum, transport, hot oil and kill
trucks but exclude support trucks.

THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
--------------------------- -----------------
1997 1998 1999 1999 2000
------- ------- ------- ------- -------

WELL SERVICING
Weighted average number of rigs.............. 51.2 87.6 89.7 89.0 91.0
Billed rig hours............................. 133,716 174,200 168,927 31,454 57,089
Rig utilization rate......................... 90.7% 69.1% 65.4% 49.1% 87.1%
Revenue per rig hour......................... $156.45 $153.20 $144.76 $150.37 $148.44
Operating margin per rig hour................ $ 32.80 $ 28.97 $ 25.39 $ 25.92 $ 37.88
Operating margin............................. 21.0% 18.9% 17.5% 17.2% 25.5%

FLUID SERVICES
Weighted average number of fluid service
trucks..................................... 21.8 103.8 97.7 99.0 97.0
Revenue per fluid service truck per quarter:
Transportation and disposal................ $41,573 $31,516 $26,183 $22,377 $35,576
Fluid storage tank rentals................. 7,341 4,606 2,519 1,951 3,856
Fluid sales and other...................... 10,803 8,773 4,259 3,141 5,984
------- ------- ------- ------- -------
Total................................... $59,718 $44,896 $32,961 $27,469 $45,416
Operating margin per fluid service truck per
quarter.................................... $19,978 $13,550 $ 8,356 $ 7,069 $13,223
Operating margin............................. 33.5% 30.2% 25.4% 25.7% 29.1%

Please read "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Well Servicing" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Fluid Services" for
an analysis of our well servicing and fluid services operations.

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10

RISK FACTORS

Investing in our common stock will provide you with equity ownership in
Basic Energy. As a Basic Energy stockholder, you will be subject to the risks
inherent in our business. The performance of your shares will reflect the
performance of our business relative to, among other things, competition, market
conditions and general economic and industry conditions. You should carefully
consider the following factors in addition to the other information in this
prospectus before deciding to invest in shares of our common stock.

RISKS RELATED TO OUR BUSINESS

A DECLINE IN OR SUBSTANTIAL VOLATILITY OF OIL AND GAS PRICES COULD
ADVERSELY AFFECT THE DEMAND FOR OUR SERVICES.

A decline in oil or gas prices below historic levels or a reduction in
drilling activities could materially adversely affect the demand for our
services and our results of operations. Prices for oil and gas historically have
been extremely volatile and are expected to continue to be volatile. For
example, oil prices fell to approximately $10 per barrel in early 1999 and
recently have exceeded $30 per barrel. Price volatility affects the spending
patterns of our customers and the ability of oil and gas companies to raise
capital. Current levels of oil and gas activities may decline, resulting in
decreased demand for our services.

OUR BUSINESS DEPENDS ON THE OIL AND GAS INDUSTRY. CONDITIONS IN OUR MARKETS
MAY BE ADVERSELY AFFECTED BY INDUSTRY CONDITIONS THAT ARE BEYOND OUR
CONTROL.

Industry conditions are influenced by numerous factors over which we have
no control, such as the supply of and demand for oil and gas, domestic and
worldwide economic conditions, political instability in oil producing countries
and merger and divestiture activity among oil and gas producers. The volatility
of the oil and gas industry and the consequent impact on exploration activity
could adversely impact the level of drilling and workover activity by some of
our customers. This reduction may cause a decline in the demand for our services
or adversely affect the price of our services. In addition, the discovery rate
of new oil and gas reserves in our market areas also may have an impact on our
business, even in an environment of stronger oil and gas prices. We cannot
predict either the future level of demand for our services or future conditions
of the well service industry.

WE HAVE A HISTORY OF OPERATING LOSSES, AND THIS TREND MAY CONTINUE.

The volatility underlying the oil and gas industry prevents us from
accurately predicting future operating conditions and results, and we could
continue to have operating losses in the future. We suffered operating losses of
$26.1 million, $4.4 million and $297,000 in 1998, 1999 and the first quarter of
2000, respectively, largely because of the decline in activity by oil and gas
drilling and producing companies caused in response to lower oil and gas prices.
Operating losses in 1998 included a $22.7 million write-down, principally in the
value of assets used in our fluid services business, as conditions in the
industry weakened.

WE MAY NOT BE ABLE TO GROW SUCCESSFULLY THROUGH FUTURE ACQUISITIONS OR
SUCCESSFULLY MANAGE FUTURE GROWTH, AND WE MAY NOT BE ABLE TO EFFECTIVELY
INTEGRATE THE BUSINESSES WE DO ACQUIRE.

Our business strategy includes growth through the acquisition of other
businesses. We may not be able to continue to identify attractive acquisition
opportunities or successfully acquire identified targets. In addition, we may
not be successful in integrating our current or future acquisitions into our
existing operations. This integration may result in unforeseen operational
difficulties or require a disproportionate amount of our management's attention.
Furthermore, competition for acquisition opportunities may escalate, increasing
our cost of making further acquisitions or causing us to refrain from making
additional acquisitions. Our new senior credit agreement with CIT will also
restrict our ability to make acquisitions, including any acquisitions utilizing
secured debt or debt that would cause the structural subordination of debt under
the credit agreement with CIT.

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11

WE MAY REQUIRE ADDITIONAL CAPITAL IN THE FUTURE, WHICH MAY NOT BE AVAILABLE
TO US.

Our business is capital intensive, requiring specialized equipment and
trained personnel to provide our services. We may need to raise additional funds
through public or private debt or equity financing. Adequate funds may not be
available when needed or may not be available on favorable terms. If we raise
additional funds by issuing equity securities, dilution to existing stockholders
may result. If funding is insufficient at any time in the future, we may be
unable to fund acquisitions, take advantage of business opportunities or respond
to competitive pressures, any of which could harm our business. Our future
capital requirements primarily depend upon the occurrence, timing, size and
success of any acquisition.

COMPETITION WITHIN THE WELL SERVICE INDUSTRY MAY ADVERSELY AFFECT OUR
ABILITY TO MARKET OUR SERVICES.

The well service industry is highly competitive and fragmented and includes
numerous small companies capable of competing effectively on a local basis as
well as several large companies, such as Key Energy Services, Inc. and Pool Well
Services Co., that possess substantially greater financial and other resources
than we do. These greater resources could allow those competitors to compete
more effectively than we can. The number of rigs available continues to exceed
demand, resulting in active price competition. Many contracts are awarded on a
bid basis, which further increases competition based on price.

WE HAVE EXPERIENCED A HIGH EMPLOYEE TURNOVER RATE IN THE PAST. ANY
DIFFICULTY WE EXPERIENCE REPLACING OR ADDING WORKERS COULD ADVERSELY AFFECT
OUR BUSINESS.

We may not be able to find enough skilled workers to meet our needs, which
could limit our growth. Our business activity historically decreases or
increases with the price of oil and gas. Beginning in the last quarter of 1997,
the price of oil and gas fell to very low levels. In turn, our business activity
levels declined. We were unable to maintain our current employment level and an
industry-wide downsizing caused oilfield workers to look for and secure work in
other industries and locations. With the return of higher oil and gas prices,
our activity level has increased. Although we have been able to procure workers
to meet our current needs, as a result of the employment migration away from our
industry, we may have problems finding enough skilled and unskilled laborers in
the future.

With a reduced pool of workers, it is possible that we will have to raise
wage rates to attract workers from other fields and to retain or expand our
current work force. If we are not able to increase our service rates to our
customers to compensate for wage rate increases, our operating results may be
adversely affected.

Other factors also may inhibit our ability to find enough workers to meet
our employment needs. Our services require skilled workers who can perform
physically demanding work. As a result of the volatility of the industry and the
demanding nature of the work, workers may choose to pursue employment in fields
that offer a more desirable work environment at wage rates that are competitive
with ours. We believe that our success is dependent upon our ability to continue
to employ and retain skilled technical personnel. Our inability to employ or
retain skilled technical personnel generally could have a material adverse
effect on our operations.

OUR SUCCESS DEPENDS ON KEY MEMBERS OF OUR MANAGEMENT, THE LOSS OF WHOM
COULD DISRUPT OUR BUSINESS OPERATIONS.

We depend to a large extent on the services of some of our executive
officers and directors. The loss of the services of any of Kenneth V. Huseman,
Dub W. Harrison or Charles W. Swift could disrupt our operations. We have
entered into employment agreements with Messrs. Huseman, Harrison and Swift that
contain non-compete provisions. Notwithstanding these agreements, we may not be
able to retain our executive officers and may not be able to enforce the
non-compete provisions in the employment agreements. We maintain key person life
insurance on the life of Mr. Huseman; nevertheless, the death or disability of
Mr. Huseman still may adversely affect our operations, and the proceeds from the
insurance policy may not be sufficient to cover our losses.

7
12

OUR OPERATIONS ARE SUBJECT TO INHERENT RISKS, SOME OF WHICH ARE BEYOND OUR
CONTROL. THESE RISKS MAY NOT BE FULLY COVERED UNDER OUR INSURANCE POLICIES.

The occurrence of a significant event or adverse claim in excess of the
insurance coverage that we maintain or that is not covered by insurance could
have a materially adverse effect on our financial condition and results of
operations. Our operations are subject to hazards inherent in the oil and gas
industry, such as accidents, blowouts, explosions, craterings, fires and oil
spills. These conditions can cause:

- personal injury or loss of life;

- damage to or destruction of property, equipment and the environment; and

- suspension of operations.

In addition, claims for loss of oil and gas production and damage to
formations can occur in the well service industry. Litigation arising from a
catastrophic occurrence at a location where our equipment and services are being
used may result in us being named as a defendant in lawsuits asserting large
claims.

We maintain insurance coverage that we believe to be customary in the
industry against these hazards. However, we may not be able to maintain adequate
insurance in the future at rates we consider reasonable. In addition, our
insurance is subject to coverage limits and some policies exclude coverage for
damages resulting from environmental contamination.

WE ARE SUBJECT TO FEDERAL, STATE AND LOCAL REGULATION REGARDING ISSUES OF
HEALTH, SAFETY AND PROTECTION OF THE ENVIRONMENT. UNDER THESE REGULATIONS,
WE MAY BECOME LIABLE FOR PENALTIES, DAMAGES OR COSTS OF REMEDIATION. ANY
CHANGES IN LAWS AND GOVERNMENT REGULATIONS COULD INCREASE OUR COSTS OF
DOING BUSINESS.

Our operations are subject to federal, state and local laws and regulations
relating to protection of natural resources and the environment, health and
safety, waste management, and transportation of waste and other materials. Our
fluid services segment includes disposal operations into injection wells that
pose some risks of environmental liability. Although we monitor the injection
well process, leakage from the wells to surface or subsurface soils, surface
water or groundwater could occur. Liability under these laws and regulations
could result in cancellation of well operations, fines and penalties,
expenditures for remediation, and liability for property damages and personal
injuries. Sanctions for noncompliance with applicable environmental laws and
regulations also may include assessment of administrative, civil and criminal
penalties, revocation of permits and issuance of corrective action orders.

Laws protecting the environment generally have become more stringent over
time and are expected to continue to do so, which could lead to material costs
for future environmental compliance and remediation in the future. The
modification or interpretation of existing laws or regulations, or the adoption
of new laws or regulations, could curtail exploratory or developmental drilling
for oil and gas and could limit well services opportunities. Some environmental
laws and regulations may impose strict liability, which means that in some
situations we could be exposed to liability as a result of our conduct that was
lawful at the time it occurred or conduct of, or conditions caused by, prior
operators or other third parties. Clean-up costs and other damages arising as a
result of environmental laws, and costs associated with changes in environmental
laws and regulations could be substantial and could have a material adverse
effect on our financial condition. Please read "Business -- Environmental
Regulation" for more information on the environmental laws and government
regulations that are applicable to Basic Energy.

8
13

MR. WOMMACK CAN SUBSTANTIALLY INFLUENCE THE CORPORATE AND MANAGEMENT
POLICIES OF OUR COMPANY, SOME OF WHICH MAY CONFLICT WITH THE INTERESTS OF PUBLIC
STOCKHOLDERS.

After giving effect to this offering, H. H. Wommack, III, our Chairman of
the Board and Chairman of the Board, President and Chief Executive Officer of
Southwest Royalties Holdings, Inc. and Southwest Royalties, Inc., effectively
will control approximately 26.9% of the outstanding common stock on a pro forma
basis, or 24.7% if the underwriters exercise their over-allotment option in
full. Therefore, Mr. Wommack will continue to have the ability to influence
substantially all decisions made by Basic Energy, some of which may conflict
with the interests of public stockholders. Additionally, Mr. Wommack's control
could have a negative impact on any future takeover attempts. Please read
"Principal Stockholders" for a discussion of Mr. Wommack's ownership interest in
Basic Energy.

RISKS RELATED TO THIS OFFERING

SHARES ARE RESTRICTED FROM IMMEDIATE RESALE BUT MAY BE SOLD INTO THE MARKET
IN THE NEAR FUTURE. THIS COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO
DROP SIGNIFICANTLY.

After this offering, we will have outstanding 6,469,946 shares of common
stock, or 7,024,946 shares if the underwriters exercise their overallotment in
full. Of these shares, the 3,700,000 shares we are selling in this offering, or
4,255,000 shares if the underwriters exercise their over-allotment option in
full, will be freely tradeable without restriction under the Securities Act
except for any shares purchased by one of our "affiliates" as defined in Rule
144 under the Securities Act. A total of 2,769,946 shares will be "restricted
securities" within the meaning of Rule 144 under the Securities Act or subject
to lock up arrangements. Our officers, directors and all stockholders have
entered into lock-up agreements under which we and they have agreed not to offer
or sell any shares of common stock or securities convertible into or
exchangeable or exercisable for shares of common stock for a period of 180 days
from the date of this prospectus without the prior written consent of Prudential
Securities Incorporated, on behalf of the underwriters. Prudential Securities
Incorporated may, at any time and without notice, waive any of the terms of
these lock-up agreements. An aggregate of 2,570,393 of these shares will become
available for resale in the public market as shown in the chart below. In
addition, options to purchase an aggregate of 72,000 shares that will be issued
concurrently with this offering at the initial public offering price or the
market price on the date of grant will be exercisable immediately subject to
lock up arrangements and restrictions under Rule 144 under the Securities Act
for "affiliates." As restrictions on resale end, the market price could drop
significantly if the holders of these restricted shares sell them or are
perceived by the market as intending to sell them.

DATE OF ELIGIBILITY FOR RESALE
NUMBER OF SHARES INTO PUBLIC MARKET
- ---------------- ------------------------------

2,533,972 180 days after the date of this prospectus due to a lock-up
agreement these stockholders have with Prudential Securities
Incorporated. However, Prudential Securities Incorporated
can waive this restriction at any time and without notice.
36,421 Between 180 and 365 days after the date of this prospectus
due to the requirements of the federal securities laws.

PURCHASERS OF COMMON STOCK WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL
DILUTION.

Purchasers of our common stock in this offering will experience an
immediate and substantial dilution of $11.90 per share in the net tangible book
value per share of common stock from the initial public offering price and our
pro forma net tangible book value as of March 31, 2000 after giving effect to
this offering would be $3.10 per share, in each case based on an assumed initial
public offering price of $15.00 per share. Please read "Dilution" for a complete
description of the calculation of net tangible book value.

OUR CERTIFICATE OF INCORPORATION AND BYLAWS CONTAIN PROVISIONS THAT COULD
DISCOURAGE A TAKEOVER.

Our certificate of incorporation authorizes our Board of Directors to issue
preferred stock without stockholder approval. If our Board of Directors elects
to issue preferred stock, it could be more difficult for

9
14

a third party to acquire us. In addition, some provisions of the certificate of
incorporation and bylaws could make it more difficult for a third party to
acquire control of us, even if this change of control would be beneficial to
stockholders, including:

- a staggered board of directors;

- limitations on the removal of directors;

- a rights agreement;

- no stockholder action by written consent; and

- limitations on stockholder proposals at meetings of stockholders.

OUR SERIES D PREFERRED STOCK, IF ISSUED, WILL HAVE RIGHTS THAT MAY BE
SENIOR TO HOLDERS OF COMMON STOCK.

Holders of our Series D Preferred Stock, if issued, will be entitled to
receive dividends and will have a liquidation preference senior to holders of
common stock. In addition, holders of our Series D Preferred Stock will be
entitled to vote as a separate class to approve the creation of any other series
of preferred stock ranking equal to or senior to the Series D Preferred Stock as
to rights in respect of dividends, redemption, distributions upon, liquidation
and winding up, as well as to approve other matters as required by Delaware law.
Accordingly, we may be limited in our ability to issue other series of preferred
stock.

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. We have based these
forward-looking statements largely on our current expectations and projections
about future events and financial trends affecting the financial condition of
our business. These forward-looking statements are subject to a number of risks,
uncertainties and assumptions about Basic Energy, including, among other things,
the risk factors discussed in this prospectus and other factors, most of which
are beyond our control.

In addition, in this prospectus, the words "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect" and similar
expressions, as they relate to Basic Energy, our business or our management, are
intended to identify forward-looking statements.

Unless otherwise required by law, we undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks and
uncertainties, the forward-looking events and circumstances discussed in this
prospectus may not occur and actual results could differ materially from those
anticipated or implied in the forward-looking statements.

10
15

THE COMPANY

BACKGROUND

Basic Energy Services, Inc. was originally incorporated in Delaware in
1992. As a subsidiary of Southwest Royalties, Inc., a corporation engaged in the
oil and gas business, we initially provided plugging and abandonment services
primarily to Southwest Royalties. As we acquired more equipment, we became a
stand-alone business effective in May 1994. In July 1997, Southwest Royalties
Holdings, Inc., a Delaware corporation, was formed to serve as a holding company
for us, Southwest Royalties and other affiliates. Southwest Royalties Holdings
and its affiliates currently own approximately 66.7% of our common stock
(including the conversion of preferred stock owned by JEDI II as described
below) and will own approximately 26.9% of our common stock after the closing of
this offering. In May 2000, we changed our name to "Basic Energy Services, Inc."
from "Sierra Well Services, Inc."

Since our formation, we have grown primarily through acquisitions,
purchasing businesses and equipment in 16 separate transactions between January
1996 and April 1998. Primarily through these acquisitions, our revenues have
grown from $4.4 million in 1995 to $37.3 million in 1999. In order to finance
some of these acquisitions, during 1996 and 1997 we issued $22 million of common
stock to Southwest Royalties and two limited partnerships for which Southwest
Royalties serves as the general partner. In addition, in September 1997 we
borrowed $54.4 million from Joint Energy Development Investments II Limited
Partnership, referred to as "JEDI II" in this prospectus. This indebtedness was
restructured in March 1999 into a senior and subordinated credit facility with
$49.4 million outstanding and three classes of preferred stock issued to JEDI
II. Please read "Use of Proceeds" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity" for a description of
the repayments, redemptions or conversions of these notes and classes of
preferred stock that will occur concurrently with the closing of this offering.

CURRENT ACQUISITIONS

We entered into definitive agreements to acquire five businesses and to
purchase the stock of a sixth corporation with four inactive rigs during the
last quarter of 1999 and the first quarter of 2000. Each of these acquisitions
is contingent upon the consummation of this offering, and none of the
acquisitions may be terminated after completion of the offering. Each
acquisition provides for payment in both cash and notes or warrants that are
convertible or exercisable for an aggregate of approximately 278,335 shares of
our common stock (based upon an estimated initial public offering price of
$15.00 per share). Of these shares, 168,334 will be issued automatically and not
at the option of the noteholders. We also expect to repay immediately, or to
require the immediate conversion of, notes convertible into 87,334 shares of
common stock (based upon an estimated initial public offering price of $15.00
per share). Other than Trinity Services, which is an asset purchase rather than
a stock purchase, the cash portion of each acquisition will be adjusted to
reflect the net financial assets of the acquired company as of the acquisition
date. Net financial assets is defined as net working capital minus long-term
debt, including leases.

Turn Around Trucking, Inc.

- Purchase Price -- approximately $6.5 million, of which $5.2 million is
payable in cash and $1.3 million is payable in a note that will be
converted within 45 days after the completion of this offering into
shares of our common stock valued at the initial public offering price;
the note accrues interest at a floating rate equal to the prime rate.

- Principal Assets -- 32 fluid service trucks, 2 support trucks, 38 fluid
service tanks, 2 salt water disposal wells and related equipment

- Operating Region -- South Texas

11
16

Sundown Operating, Inc.

- Purchase Price -- approximately $5.2 million, of which $4.2 million is
payable in cash and $1.0 million is payable in a note that will be
convertible, at the holder's option, into shares of our common stock
valued at the initial public offering price; the note matures on the one
year anniversary of the closing of this offering and accrues interest at
a floating rate equal to the prime rate.

- Principal Assets -- 26 well servicing rigs and related equipment

- Operating Region -- northern Permian Basin in West Texas

Eunice Well Servicing Co., Inc.

- Purchase Price -- approximately $2.1 million, of which $1.7 million is
payable in cash and $400,000 is payable in a note that will be
convertible, at the holder's option, into shares of our common stock
valued at the initial public offering price; the note matures on the one
year anniversary of the closing of this offering and accrues interest at
a floating rate equal to the prime rate.

- Principal Assets -- 10 well servicing rigs and related equipment

- Operating Region -- western Permian Basin in eastern New Mexico

Gold Star Service Company, Inc.

- Purchase Price -- approximately $1.85 million, of which $1.25 million is
payable in cash and $600,000 is payable in a note that will be converted
within 45 days after the completion of this offering into shares of our
common stock valued at the initial public offering price; the note
accrues interest at a floating rate equal to the prime rate.

- Principal Assets -- 19 fluid service trucks, 4 support trucks, 1 salt
water disposal well, 2 fresh and brine water stations and related
equipment

- Operating Region -- western Permian Basin in eastern New Mexico

Trinity Services

- Purchase Price -- approximately $1.94 million, of which $1.6 million is
payable in cash and $250,000 is payable in a note and a related warrant,
valued at $89,000, that will be exercisable, at the holder's option, into
shares of our common stock valued at the initial public offering price.
The holder has the option to offset any indebtedness under the note
against the exercise price of the warrant. The note matures 15 months
after the closing of this offering and accrues interest at a floating
rate equal to the prime rate. The warrant expires on the later of (1) 18
months after the closing of this offering or (2) one year after the note
is repaid in full.

- Principal Assets -- 10 well servicing rigs and related equipment

- Operating Region -- South Texas

Harrison Well Service, Inc.

- Purchase Price -- approximately $1.225 million, of which $600,000 is
payable in cash and $625,000 is payable in a note that will be converted
within 45 days after the completion of this offering into shares of our
common stock valued at the initial public offering price; the note
accrues interest at a floating rate equal to the prime rate.

- Principal Assets -- 4 well servicing rigs and related equipment

- Operating Region -- northern Permian Basin in West Texas

12
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USE OF PROCEEDS

The net proceeds to Basic Energy from this offering are estimated to be
approximately $51.6 million, or $59.4 million if the underwriters exercise their
over-allotment option in full, assuming an initial public offering price of
$15.00 per share and after deducting underwriting discounts and commissions and
estimated offering expenses. We plan to use the net proceeds from this offering,
together with $20.0 million that we intend to borrow under the new CIT credit
facility described later in this prospectus, as follows:

- $16.2 million as the cash consideration, as adjusted for net assets,
including the repayment of $1.65 million of convertible notes if not
converted, to acquire the businesses and assets described under "The
Company -- Current Acquisitions;"

- $24.9 million to repay Senior Notes due 2004, plus an additional amount
for accrued interest from March 31, 2000 to the date of repayment, held
by ENA CLO I Holding Company I L.P., as assignee from JEDI II, referred
to as ENA CLO I is this prospectus;

- $17.3 million to pay down existing Subordinated Notes due 2004, plus an
additional amount for accrued interest from March 31, 2000 to the date of
repayment, held by ENA CLO I;

- $3.3 million to repay long-term debt assumed in connection with the
acquisitions;

- $5.4 million to redeem the Series A Cumulative Preferred Stock, plus an
additional amount for accrued dividends from March 31, 2000 to the date
of redemption, held by JEDI II; and

- $4.5 million for expenses in connection with the foregoing and for
general corporate purposes.

Please read "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources," "Certain
Relationships and Related Party Transactions" and "Principal Stockholders" for a
description of our outstanding indebtedness, our new credit facility with CIT
and our relationship with JEDI II following this offering.

The proceeds available above do not include proceeds from the sale of up to
500 shares of Series D Cumulative Preferred Stock that we have the right to sell
to Enron North America Corp. (or its affiliates) at a purchase price of $10,000
per share in the event that the gross proceeds from this offering are less than
$55 million. Please read "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity" below for a description of the
terms of this standby commitment.

DIVIDEND POLICY

We have not declared or paid any dividends on our common stock, and we do
not currently anticipate declaring or paying any dividends on our common stock
in the near future. We currently intend to retain all future earnings to fund
the development and growth of our business. The declaration and payment of any
future dividends will be at the discretion of our board of directors and will
depend on our results of operations, financial condition, capital requirements
and other factors deemed relevant by our board of directors.

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DILUTION

Purchasers of the common stock in this offering will experience immediate
and substantial dilution in the net tangible book value per share of the common
stock from the initial public offering price. Adjusted net tangible book value
per share represents the amount of the total tangible assets less our total
liabilities, divided by the number of shares of common stock outstanding
assuming the conversion of the Series B Convertible Preferred Stock and
including the shares issued to our Chief Executive Officer. At March 31, 2000,
we had an adjusted net tangible book value of $(20.0) million or $(7.68) per
share of common stock. After giving effect to the sale of 3,700,000 shares of
common stock in this offering at an assumed initial public offering price of
$15.00 per share and after the deduction of underwriting discounts and
commissions and estimated offering expenses, the pro forma net tangible book
value at March 31, 2000 would have been $19.9 million or $3.10 per share. This
represents an immediate increase in such net tangible book value of $10.78 per
share to existing stockholders and an immediate and substantial dilution of
$11.90 per share to new investors purchasing common stock in this offering. The
following table illustrates this per share dilution:

Assumed initial public offering price per share............. $15.00
Adjusted net tangible book value as of March 31, 2000..... $(7.68)
Increase attributable to new investors including parties
in the current acquisitions(1)......................... $10.78
Pro forma net tangible book value after this offering(1).... $ 3.10
------
Dilution in pro forma net tangible book value to new
investors................................................. $11.90
======

The following table summarizes, on the pro forma basis set forth above as
of March 31, 2000, the differences between existing stockholders (including
purchasers in acquisitions that are contingent on the closing of this offering)
and new investors in this offering with respect to the number of shares of
common stock purchased from us, the total consideration paid to us and the
average consideration paid per share (before the deduction of underwriting
discounts and commissions and offering expenses):

SHARES PURCHASED TOTAL CONSIDERATION
------------------- ---------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ------------ ------- -------------

Existing Stockholders.......... 2,601,612 40.2% $ 25,335,000 30.4% $ 9.74
Current acquisitions(2)........ 168,334 2.6% 2,525,000 3.0% 15.00
New Public Investors........... 3,700,000 57.2% 55,500,000 66.6% 15.00
--------- ---- ------------ ----
Total................ 6,469,946 100% $ 83,360,000 100%
========= ==== ============ ====

- ---------------

(1) Does not include the acquisition of Harrison Well Service, Inc. because that
business is inactive. We have entered into a definitive agreement to
purchase Harrison for approximately $1.225 million, of which $600,000 is
payable in cash and $625,000 is payable in a note that will be converted
into shares of our common stock valued at the initial public offering price.

(2) Includes shares of common stock to be issued in the acquisition of Harrison.

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CAPITALIZATION

The following table sets forth the capitalization of Basic Energy at March
31, 2000, (1) on an actual basis (giving effect to a 400-for-1 stock split) and
(2) pro forma for the acquisitions to be completed upon completion of this
offering, the conversion of the Series B Convertible Preferred Stock into common
stock, anticipated borrowings under the CIT credit facility and as adjusted to
give effect to this offering and the application of the estimated net proceeds
from this offering as set forth under "Use of Proceeds" as if each had occurred
on March 31, 2000. The information was derived from and is qualified by
reference to our financial statements included elsewhere in this prospectus.
This information should be read in conjunction with these financial statements,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Use of Proceeds" and "Unaudited Consolidated Pro Forma Financial
Statements" included elsewhere in this prospectus. The amounts in the table
below, other than share data, are in thousands.

The pro forma, as adjusted data does not include the acquisition of
Harrison because that business is inactive. We have entered into a definitive
agreement to purchase Harrison for approximately $1.225 million, of which
$600,000 is payable in cash and $625,000 is payable in a note that will be
converted into shares of our common stock valued at the initial public offering
price.

Stockholders' equity does not include the sale of up to 500 shares of
Series D Cumulative Preferred Stock that we have the right to sell to Enron
North America Corp. (or its affiliates) at a purchase price of $10,000 per share
in the event that the aggregate gross proceeds from this offering are less than
$55 million. Please read "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity" below for a description of the
terms of this standby commitment.

MARCH 31, 2000
-------------------------
PRO FORMA
ACTUAL AS ADJUSTED
-------- --------------

Total debt, including current portion:
Notes payable:
Senior Notes due 2004.................................. $ 24,928 $ --
Subordinated Notes due 2004............................ 27,328 10,000
Term loan under CIT credit facility.................... 20,000
Other debt and obligations under capital leases........... 1,086 --
-------- --------
Total debt, including current portion............. 53,342 30,000
Stockholders' equity:
Series A Cumulative Preferred Stock, $10,000 par value,
1,000 shares authorized, 546 shares issued and
outstanding; 0 shares issued and outstanding pro forma,
as adjusted............................................ 5,464 --
Series B Convertible Preferred Stock, $1 par value, 1,000
shares authorized, 1,000 shares issued and outstanding;
0 shares issued and outstanding pro forma, as
adjusted............................................... 1 --
Series C Convertible Preferred Stock, $1,000 par value,
one share authorized, one share issued and outstanding;
0 shares issued and outstanding, pro forma, as
adjusted............................................... 1 --
Common stock, $.01 par value, 25,000,000 shares
authorized, 1,852,348 shares issued and outstanding;
6,428,279 shares issued and outstanding pro forma, as
adjusted............................................... 19 64
Additional Paid-in capital................................ 25,845 78,405
Deferred compensation..................................... (624) (624)
Retained earnings (deficit)............................... (44,517) (44,756)
-------- --------
Total stockholders' equity........................ (13,811) 33,089
-------- --------
Total capitalization.............................. $ 39,531 $ 63,089
======== ========

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SELECTED FINANCIAL DATA

The following tables set forth selected historical and pro forma financial
information of Basic Energy for the periods shown. The pro forma income
statement and other financial data gives effect to the offering of 3,700,000
shares at $15.00 per share and application of the proceeds, proposed borrowings
under the CIT term note and five acquisitions that will be completed with the
net proceeds from this offering as if each had occurred on January 1, 1999. The
pro forma combined balance sheet data gives effect to these five acquisitions
and to this offering as if each had been completed on March 31, 2000. The
acquisition of Harrison Well Services, Inc. has been excluded from the pro forma
data because that business is inactive. The pro forma income statement and other
financial data set forth below is not necessarily indicative of the results that
actually would have been achieved had these transactions been completed as of
January 1, 1999, or that may be achieved in the future. The following
information should be read in conjunction with "Capitalization," "Management's
Discussion and Analysis of Financial Condition and Results of Operations," our
Financial Statements and the Unaudited Pro Forma Combined Financial Statements
included elsewhere in this prospectus. The amounts for each historical annual
period presented below were derived from our audited financial statements. The
amounts in the tables below, other than per share data, are in thousands.

PRO FORMA
PRO FORMA THREE MONTHS THREE MONTHS
YEAR ENDED DECEMBER 31, YEAR ENDED ENDED MARCH 31, ENDED
-------------------------------------------------- DECEMBER 31, ----------------- MARCH 31,
1995 1996 1997 1998 1999 1999 1999 2000 2000
------ -------- -------- -------- -------- ------------ ------- ------- ------------

INCOME STATEMENT DATA:
Well servicing............. $4,436 $ 8,273 $ 20,920 $ 26,687 $ 24,453 $ 33,206 $ 4,728 $ 8,475 $11,102
Fluid services............. -- -- 5,214 18,632 12,878 19,925 2,721 4,405 6,302
------ -------- -------- -------- -------- -------- ------- ------- -------
Total revenues............. 4,436 8,273 26,134 45,319 37,331 53,131 7,449 12,880 17,404
Costs and expenses:
Well servicing........... 3,299 6,145 16,534 21,640 20,164 25,557 3,910 6,312 7,827
Fluid services........... -- -- 3,469 13,009 9,613 14,812 2,030 3,123 4,437
General and
administrative(1)...... 866 1,771 2,785 5,471 5,229 8,376 1,134 2,050 2,747
Depreciation and
amortization........... 448 863 2,931 8,624 6,747 8,665 1,687 1,692 2,122
Impairment of long lived
assets................. -- -- -- 22,671 -- -- -- -- --
Operating income (loss).... (177) (506) 415 (26,096) (4,422) (4,279) (1,312) (297) 271
Net interest expense....... (70) (71) (1,423) (6,903) (5,965) (2,998) (1,815) (1,543) (702)
Gain (loss) on sale of
assets................... (1) (31) (30) (93) (301) (104) 6 99 128
Other (income) expenses.... -- -- 11 (974) 45 75 4 3 5
------ -------- -------- -------- -------- -------- ------- ------- -------
Loss before income taxes... (248) (608) (1,027) (34,066) (10,643) (7,306) (3,117) (1,738) (298)

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Deferred income tax benefit
(expense)................ 80 160 230 5,770 (2,328) (3,404) (4,771) 566 131
------ -------- -------- -------- -------- -------- ------- ------- -------
Net loss................... $ (168) $ (448) $ (797) $(28,296) $(12,971) $(10,710) $(7,888) $(1,172) $ (167)
====== ======== ======== ======== ======== ======== ======= ======= =======
Preferred stock
dividends................ -- -- -- -- 430 -- -- 159 --
------ -------- -------- -------- -------- -------- ------- ------- -------
Net loss to common
stockholders' interest... $ (168) $ (448) $ (797) $(28,296) $(13,401) $(10,710) $(7,888) $(1,331) $ (167)
Loss per common share...... $(0.37) $ (0.66) $ (0.72) $ (16.18) -- -- $ (4.51) -- --
Pro forma net loss per
share(2)................. -- -- -- -- $ (5.14) $ (1.69) -- $ (0.46) $ (0.03)
OTHER FINANCIAL DATA:
Adjusted EBITDA............ $ 270 $ 326 $ 3,327 $ 4,132 $ 2,069 $ 4,357 $ 385 $ 1,497 $ 2,526
Cash flows from operating
activities............... 104 210 (55) (996) 865 267 752
Cash flows from investing
activities............... (1,433) (3,071) (62,822) (3,933) (970) (58) (1,063)
Cash flows from financing
activities............... 1,291 3,384 68,853 1,238 (1,679) (859) (231)
Capital expenditures:
Acquisitions, net of cash
acquired............... -- -- 56,076 1,800 -- -- 125
Property and equipment... 1,328 3,165 6,585 2,435 2,287 115 819

AT DECEMBER 31, AT MARCH 31, 2000
--------------------------------------------- --------------------
1995 1996 1997 1998 1999 ACTUAL PRO FORMA
------ ------ ------- ------- ------- ------- ----------

CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents............................. $ 38 $ 561 $ 6,537 $ 2,846 $ 1,062 $ 520 $ 2,540
Net property and equipment............................ 2,020 4,651 46,163 35,634 31,186 31,155 45,084
Total assets.......................................... 2,993 6,585 87,119 53,327 46,861 47,580 75,169
Total long-term debt.................................. 32 980 52,480 54,664 50,371 49,645 26,667
Total stockholders' equity (deficit).................. 234 6,585 23,360 (4,936) (13,030) (13,811) 33,089

- ---------------

(1) Includes approximately $390,000 of non-cash stock compensation expense for
the three months ended March 31, 2000.

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INDUSTRY OVERVIEW

INDUSTRY CONDITIONS

The decline in oil and gas prices from late 1997 through early 1999 led to
a substantial decrease in activity in the well service industry. However,
increases in oil and gas prices since early 1999 have led to a rebound in
oilfield activity as oil and gas producers have increased their maintenance
activity and capital spending. This activity has translated into increased
demand for workover services. The Guiberson Well Service Rig Count, which is
indicative of activity in the well service industry, reflects this trend. In
conjunction with lower oil prices, the Guiberson Well Service Rig Count declined
from a peak of 3,766 active rigs in July 1997 to a low of 1904 active rigs in
February 1999 and, as oil prices have increased, has since recovered to 2,734
active rigs in March 2000. From April 1, 2000 through May 19, 2000, the average
daily closing WTI Spot Oil Price was $26.95.

[BAKER HUGHES CHART]

In addition to their initial drilling and completion, most oil and gas
wells will also require workover services during their productive lives.
Drilling and workover services are typically part of the capital spending
projects of oil and gas producers and are normally costly and time intensive.
The return on these expenditures must exceed the producer's investment
parameters before they are approved. Because a significant portion of a well's
total production typically occurs in the first few years of production, near
term expectations for oil and gas prices and the level of price volatility are
the primary drivers of those projects. As prices recover and appear to stabilize
above the producers' investment parameters, new projects are initiated.

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23

The Baker Hughes Land Drilling Rig Count is a direct indicator of capital
spending in the oil and gas industry and an indirect indicator of demand for
fluid services because most drilling projects require fluid services. As oil
prices decreased from late 1997 through early 1999, the Baker Hughes Land
Drilling Rig Count declined from 881 rigs in September 1997 to 380 rigs in April
1999. With the increase in oil prices since early 1999, the rig count has
recovered to 639 rigs at the end of March 2000.

[BAKER HUGHES LAND DRILLING RIG COUNT]

COMPETITION AND MARKET

Well Servicing

During the late 1970's, substantial new rig construction increased the
total well servicing rig fleet. Over the last 20 years, the domestic well
servicing fleet has declined substantially and the industry has experienced
considerable consolidation. The excess capacity of rigs that has existed in the
industry since the early 1980s has been reduced due to the lack of new rig
construction, retirements due to mechanical problems, casualties and exports to
foreign markets. We do not believe hourly rates currently charged for well
servicing justify new rig construction.

The industry has been comprised historically of a large number of small
local contractors, several multi-regional contractors and even fewer large
national contractors. However, recent consolidation, particularly during 1996
and 1997, has changed this competitive landscape. The industry consolidation
affected companies of all sizes but mostly eliminated the larger regional
companies.

Based on the membership directory of the Association of Energy Servicing
Companies and publicly available information, management estimates that in 1990
the industry was comprised of 301 contractors that owned approximately 3,846
well servicing rigs. Of these, three national companies controlled 1,249 rigs or
approximately 32% of the total membership's fleet. No other contractor owned
more than 100 rigs. Thirty companies owned fleets of 20 to 99 rigs representing
960 rigs or 25% of the industry's fleet, and the remaining 1,637 rigs or 43%
were owned by 268 contractors.

We believe that by the end of 1999 the industry had consolidated to
approximately 125 contractors that currently own approximately 3,730 rigs. Two
national companies, Key Energy Services, Inc. and Pool Well Services Co., own a
combined 2,123 rigs or approximately 57% of the industry's fleet. We believe we
have the third largest fleet with 141 rigs, or approximately 4% of the
industry's fleet, including rigs that we will acquire upon completion of this
offering. We believe no other company owns more than 50 rigs and a total of
approximately 122 companies own the remaining 1,466 rigs or approximately 39% of
the fleet.

According to the Guiberson Well Service Rig Count, the total available well
servicing rigs in the industry peaked at 8,063 in 1982, declined to 5,733 rigs
in 1990 and currently stands at 3,730 rigs as of March 2000. Management believes
that the actual number that may be put into use without significant

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capital expenditures may be as much as 20% below these estimates. The well
servicing industry utilization rate bottomed at 50% in February 1999 with 1,904
of 3,775 rigs working. Industry utilization has since recovered to 73% in March
2000 with 2,734 of 3,730 rigs working. The average number of rigs working in
1997 was 3,507 or 94% of the rigs currently available. Should activity levels
return to 1997 levels, we believe the availability of rigs may become
constrained throughout the United States.

[DRESSER CHART]
- ---------------

* Reflects Guiberson's periodic, industry-wide rig census. A rig is defined as
available if it is capable of being on location with a crew, within 48 hours,
with $25,000 or less of capital expenditures.

Fluid Services

Competitors in the fluid services industry are mostly small, regionally
focused companies. There are currently no companies that have a dominant
position on a nationwide basis. The level of activity in the fluid services
industry is comprised of a relatively stable demand for services for the
maintenance of producing wells and a highly variable demand for services used in
the drilling and completion of new wells. As a result, the level of land
drilling activity significantly affects the level of activity in the fluid
services industry. While there are no industry wide statistics, the Baker Hughes
Land Drilling Rig Count is an indirect indication of demand for fluid services
because it directly reflects the level of land drilling activity.

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25

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Our growth strategy has emphasized increasing the breadth of services
offered at the well site and expanding our market presence through acquisitions.
In implementing this strategy we purchased businesses and equipment in 16
separate transactions from January 1996 to April 1998. We believe this growth
through acquisitions makes comparisons between certain periods not directly
applicable. In addition, our industry experienced a significant downturn in
activity from late 1997 through mid-1999 and has since begun to rebound as oil
and gas prices have recovered.

WELL SERVICING

Revenues in our well servicing segment are derived from maintenance,
workover, completion and plugging and abandonment services. We provide
maintenance-related services as part of the normal, periodic upkeep of producing
oil and gas wells. While these services represent a relatively consistent
component of our business, they generally have lower operating margins. Workover
and completion services are more profitable than maintenance work, but the
demand for these services fluctuates more with the overall activity level in the
industry. Our plugging and abandonment services have become a smaller part of
our business but continue to produce consistent operating margins with stable
demand.

We charge our customers for services on an hourly basis at rates that are
determined by the type of service and equipment required, market conditions in
the region in which the rig operates, the ancillary equipment provided on the
rig and the necessary personnel. We measure our activity levels by the total
number of hours worked by all of the rigs in our fleet. We monitor our fleet
utilization levels, with full utilization deemed to be 55 hours per week per
rig. Through acquisitions of smaller contractors, our fleet has increased from
only 27 rigs at the beginning of 1997 to 141 rigs, including rigs that we will
acquire upon completion of this offering.

The following is an analysis of our well servicing operations for each of
the quarters in the three years ended December 31, 1999 and the first quarter of
2000:

1997 1998 1999
------------------------------------- ------------------------------------- -----------------
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31 3/31 6/30
QUARTER ENDING -- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

WELL SERVICING:
Weighted average number of
rigs.................... 27.3 40.0 56.4 81.1 84.0 88.2 89.0 89.0 89.0 89.0
Billed rig hours.......... 15,936 25,588 40,340 51,852 51,954 46,652 41,304 34,290 31,454 36,798
Rig utilization rate...... 81.1% 88.8% 99.3% 88.8% 85.9% 73.5% 64.5% 53.5% 49.1% 57.4%
Revenue per rig hour...... $191.29 $160.05 $156.09 $144.25 $148.03 $149.77 $156.71 $161.46 $150.37 $148.44
Operating cost per rig
hour.................... $159.37 $132.10 $123.33 $108.75 $117.21 $116.87 $131.73 $135.85 $124.45 $125.33
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Operating margin per rig
hour.................... $ 31.92 $ 27.95 $ 32.76 $ 35.50 $ 30.82 $ 32.90 $ 24.98 $ 25.61 $ 25.92 $ 23.11
Operating margin.......... 16.7% 17.5% 21.0% 24.6% 20.8% 22.0% 15.9% 15.9% 17.2% 15.6%

1999 2000
----------------- -------
9/30 12/31 3/31
QUARTER ENDING -- ------- ------- -------

WELL SERVICING:
Weighted average number of
rigs.................... 89.0 91.9 91.0
Billed rig hours.......... 48,393 52,282 57,089
Rig utilization rate...... 75.5% 79.0% 87.1%
Revenue per rig hour...... $140.79 $142.46 $148.44
Operating cost per rig
hour.................... $117.71 $113.65 $110.56
------- ------- -------
Operating margin per rig
hour.................... $ 23.08 $ 28.81 $ 37.88
Operating margin.......... 16.4% 20.2% 25.5%

The extremely low oil prices experienced from late 1997 through mid-1999
and low gas prices experienced during mid-1998 through mid-1999 significantly
reduced demand for our well servicing rigs as many wells were shut in when
mechanical problems developed and oil and gas producers restricted their capital
spending for new drilling and workovers. Our full-fleet average utilization rate
declined from an average of 99.3% in the third quarter of 1997 to 49.1% in the
first quarter of 1999. Our well servicing business has since improved
significantly with the rebound in oil and gas prices and the increase in the
level of oilfield activity. Our well servicing rig utilization rate was 87.1% in
the first quarter of 2000. This increase has been primarily the result of higher
levels of regular maintenance work in addition to oil and gas producers
attempting to rapidly and economically improve production to take advantage of
higher oil and gas prices.

As drilling and maintenance activity and, therefore our utilization,
declined from late 1997 until mid-1999, our hourly rates also declined in
response to attempts by well servicing companies to protect market

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26

share amidst shrinking demand for well servicing rigs. Our operating margins
declined significantly during this period, as operating costs could not be
reduced concurrently with the reduced utilization and lower rates. Our average
revenue rates and operating margins declined from $156 per rig hour and 21.0%,
respectively, in the third quarter of 1997 to $141 per rig hour and 16.4% in the
third quarter of 1999. Our market has steadily improved since mid-1999, and we
implemented price increases in October 1999 and January 2000 with little market
resistance. This led to an increase in our average revenue rates and operating
margins to $148 per rig hour and 25.5% in the first quarter of 2000. The
combination of higher overall utilization, improved prices and operating margins
has led to higher well servicing operating profits. Additionally, we implemented
further price increases in April 2000.

FLUID SERVICES

Revenues in our fluid services segment are derived through the sale,
transportation, storage and disposal of fluids used in the drilling, production
and maintenance of oil and gas wells. The fluid services segment has a base
level of business consisting of transporting and disposing of salt water
produced as a by-product of the production of oil and gas. These services are
necessary for our customers and generally have a stable demand but typically
produce lower relative operating margins than other parts of our fluid services
segment. Our services for completion and workover projects are generally the
most profitable part of our fluid services segment. These projects typically
require fresh or brine water for making drilling mud, circulating fluids or frac
fluids used during a job. These fluids require storage tanks and more frequent
hauling and disposal. Because we can provide a full complement of fluid sales,
trucking, storage and disposal required on most drilling and workover projects,
the add-on services associated with increased drilling and workover activity
generate higher margin contributions. The higher margins are due to the
relatively small incremental labor costs associated with providing these
services in addition to our base fluid services segment.

Our fluid services revenues are driven by the number of working fluid
service trucks in our fleet as well as the amount of add-on services required by
our customers. We have increased our fluid service truck fleet through the
acquisition of smaller operators. We started this business segment at the
beginning of 1997 and we now have a total of 148 fluid service trucks, including
trucks acquired with the proceeds from this offering.

The following is an analysis of our fluid services operations for each of
the quarters in the three years ended December 31, 1999 and the first quarter of
2000:

FLUID SERVICES:
Weighted average number of
fluid service trucks.... 3.7 8.7 18.0 56.9 105.7 106.0 103.0 100.3 99.0 97.7
REVENUE PER FLUID SERVICE
TRUCK:
Transportation and
disposal................ $36,028 $46,713 $34,343 $43,435 $39,106 $32,233 $28,169 $26,198 $22,377 $22,866
Fluid storage tank
rentals................. 4,041 3,705 4,281 9,080 6,480 5,112 3,276 3,462 1,951 2,374
Fluid sales and other..... 6,438 9,086 6,891 12,588 10,906 10,162 7,659 6,201 3,141 3,766
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total................... $46,507 $59,504 $45,515 $65,103 $56,492 $47,507 $39,104 $35,861 $27,469 $29,006
Operating cost per
fluid service truck..... $30,578 $37,796 $28,892 $44,064 $37,083 $31,463 $29,749 $26,815 $20,376 $21,558
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Operating margin per
fluid service truck..... $15,929 $21,708 $16,623 $21,038 $19,409 $16,044 $ 9,355 $ 9,047 $ 7,093 $ 7,448
Operating margin.......... 34.2% 36.5% 36.5% 32.3% 34.4% 33.8% 23.9% 25.2% 25.8% 25.7%

1999 2000
----------------- -------
9/30 12/31 3/31
QUARTER ENDING -- ------- ------- -------

FLUID SERVICES:
Weighted average number of
fluid service trucks.... 97.0 97.0 97.0
REVENUE PER FLUID SERVICE
TRUCK:
Transportation and
disposal................ $26,480 $33,111 $35,576
Fluid storage tank
rentals................. 2,412 3,351 3,856
Fluid sales and other..... 4,122 6,034 5,984
------- ------- -------
Total................... $33,014 $42,496 $45,416
Operating cost per
fluid service truck..... $26,143 $30,451 $32,193
------- ------- -------
Operating margin per
fluid service truck..... $ 6,871 $12,045 $13,223
Operating margin.......... 20.8% 28.3% 29.1%

We gauge activity levels in our fluid services segment based on revenues
and operating margin per fluid service truck. Reduced capital spending by oil
and gas producers from late 1997 through early 1999 affected our fluid services
segment more significantly than our well servicing segment. Our fluid services

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27

average quarterly revenues and operating margin in the fourth quarter of 1997
were $65,102 per fluid service truck and 32.3%, respectively. In the first
quarter of 1999, our revenues and operating margin were $27,469 per fluid
service truck and 25.8%, respectively. This decline in profitability resulted
from lower tank rental revenues and fluid sales revenues and lower overall
levels of business activity in base fluid services. Increased oilfield activity
since mid-1999 has led to a recovery in our fluid services segment, but
aggressive competition has prevented price increases from being implemented.
Tank rental and fluid sales have shown modest price increases indicating an
increase in drilling and workover activity. In the first quarter of 2000, our
average quarterly revenues and operating margin increased to $45,416 per fluid
service truck and 29.1%, respectively.

OPERATING COSTS

Our operating costs are comprised primarily of labor and maintenance costs.
Labor costs generally are variable and are incurred only while a well servicing
rig is operating or while fluid services are being provided. With a reduced pool
of workers, it is possible that we will have to raise wage rates to attract
workers from other fields and retain or expand our current work force. We
believe we will be able to increase our service rates to our customers to
compensate for wage rate increases. We also incur costs to employ personnel to
sell and supervise our services and perform maintenance on our fleet which are
not directly tied to our level of business activity. Compensation for our
administrative personnel in regional operating yards and in our corporate office
are accounted for as general and administrative expenses. Insurance costs are
generally a fixed cost and relate to the number of active rigs, trucks and other
equipment in our fleet, our employee payroll and our safety record.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31,
1999

Revenues. Revenues increased 73% to $12.9 million in the first quarter of
2000 from $7.4 million in the first quarter of 1999. This increase was primarily
due to increased oilfield service activity resulting from substantially higher
oil prices and the higher utilization derived from the redeployment of equipment
to take advantage of increasing activity in some of our markets. We operated 91
rigs in the first quarter of 2000 compared to 89 in the first quarter of 1999,
which also contributed to the increase. We operated 97 fluid service trucks
during both periods.

Well servicing revenues increased 79% to $8.5 million in the first quarter
of 2000 compared to $4.7 million in the first quarter of 1999. Our full-fleet
utilization rate was 87.1% and revenue per rig hour was $148 in the first
quarter of 2000 compared to 49.1% and $150 respectively for the first quarter of
1999. The higher rig utilization was due to the general increase in oil well
maintenance activity caused by significantly higher oil prices and more
aggressive marketing of our fleet in areas of increasing activity. The revenue
rate per rig hour, while still below the rate per hour in the same period in
1999, increased from the rate of $142 per hour in the fourth quarter of 1999 and
the low point of $141 per hour realized in the third quarter of 1999. The
increasing rate per hour reflects the price increases that we implemented during
the fourth quarter of 1999 and a further increase in January 2000.

Fluid services revenues increased 62% to $4.4 million in the first quarter
of 2000 from $2.7 million in the first quarter of 1999. We monitor fluid
services revenues on an average revenue per truck basis and further categorize
fluid services revenues into the three components of transportation and disposal
revenues, fluid storage tank rentals and fluid sales and other services. For the
first quarter of 2000, our average revenues per fluid service truck totaled
$45,416, comprised of $35,576 for transportation and disposal services, $3,856
for fluid storage tank rentals and $5,984 for fluid sales and other. This
compares to average revenues of $27,469 per truck during the same period in
1999, comprised of $22,377 for transportation and disposal services, $1,951 for
fluid storage tank rentals and $3,141 for fluid sales and other services.

Operating Expenses. Operating expenses, which primarily consist of
labor, maintenance and fuel expenses, increased 59% to $9.4 million in the first
quarter of 2000 from $5.9 million in the first quarter of

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28

1999 as a result of higher utilization of our equipment. Operating expenses
decreased to 73% of revenue for the period from 80% in the first quarter of
1999, as fixed operating costs such as field supervision, insurance and vehicle
expenses were spread over a higher revenue base. We also benefited from tighter
expense controls of direct labor costs that we implemented during the latter
part of 1999.

Operating expenses for the well servicing segment increased 61% to $6.3
million in the first quarter of 2000 from $3.9 million in the first quarter of
1999. Operating margins increased to 26% in the first quarter of 2000 compared
to 17% in the same period in 1999 for the well servicing segment.

Operating expenses for the fluid services segment increased 54% to $3.1
million in the first quarter of 2000 from $2.0 million in the first quarter of
1999. Operating margins for the fluid services segment increased to 29% in the
first quarter of 2000 from 25% in the same period in 1999.

We have historically earned higher margins from the fluid storage tank
rentals and the fluid sales components of our fluid services segment compared to
our trucking and disposal component due to the relatively low labor costs needed
to provide those services. Revenues from the tank rental and fluid sales
components generally increase as drilling activity increases in the areas where
we provide those services. We believe, if the drilling activity in our markets
continues to increase, additional revenue will be generated by these higher
margin components of our business. This should result in an increase in our
fluid services revenues and produce an overall higher margin for this segment of
our business and the total company.

General and Administrative Expenses. General and administrative expenses
increased 81% to $2.1 million in the first quarter of 2000 from $1.1 million in
the first quarter of 1999. We recorded a non-cash charge of approximately
$390,000 in the first quarter of 2000 related to a stock award to our CEO at the
time of his employment in April 1999 due to a change in the terms of his
employment contract. Excluding this charge, the increase in general and
administrative expenses would have been $526,000 or 46%. That increase primarily
reflects higher salary and office expenses related to the expansion of our
business into Oklahoma in the second quarter of 1999, additional administrative
personnel as idle equipment was redeployed and activated and costs associated
with preparing for our initial public offering. Excluding the two charges
related to the stock award and the reduction in personnel, general and
administrative costs of $1.6 million were 12% of revenue in the first quarter of
2000 compared to 15% of revenue in the same period in 1999.

We expect our general and administrative costs, as a percent of revenue,
will continue to decline as we integrate the acquisitions to be closed upon the
completion of this offering. Each of the acquisitions have substantial
accounting, legal, management and owner's cost associated with the business that
can be substantially eliminated without affecting the level of service provided
by those companies. We believe we will not have to increase our corporate
overhead significantly to accommodate our larger operation following the
acquisitions.

Depreciation and Amortization Expenses. Depreciation and amortization
expenses were $1.7 million for the first quarter of 2000 and 1999, reflecting no
significant change in the size or investment in our asset base.

Interest Expense. Interest expense decreased 16% to $1.6 million in the
first quarter of 2000 from $1.9 million in the same period in 1999, reflecting
the lower amount of debt we had in 2000 compared to 1999.

Income Tax Expense (Benefit). Income taxes changed to a $.6 million benefit
in the first quarter of 2000 from a $4.8 million expense for the same period in
1999. The change was due to a one-time deferred tax expense recorded in 1999
that resulted from a limitation on the future usage of our net operating losses
incurred prior to the end of the first quarter of 1999. This limitation was
based on a change of control in our ownership, as defined by the Internal
Revenue Service, that resulted from the issuance of common stock in 1997 in
combination with preferred stock issued in the first quarter of 1999. As of
December 31, 1999, we had a net operating loss carryforward of $7.5 million
available for future use.

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29

Net Loss. Our net loss decreased to $1.2 million in the first quarter of
2000 from $7.9 million in the first quarter of 1999. Excluding the non-cash
charge to compensation expense for the stock award of approximately $390,000
discussed previously, our net loss would have been $782,000 in the first quarter
of 2000. This improvement was due primarily to our substantial increase in
revenue and margins in the first quarter of 2000 compared to the first quarter
of 1999 and the effect of the tax adjustment that increased the net loss in the
first quarter of 1999.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Revenues. Revenues decreased 18% to $37.3 million in 1999 from $45.3
million in 1998. This decrease in revenues was primarily attributable to a
severe decline in oil prices, resulting in reduced oilfield service activity. We
operated 92 well servicing rigs and 97 fluid service trucks at December 31, 1999
compared to 89 and 99, respectively, at the end of 1998.

Well servicing revenues decreased 8% to $24.4 million in 1999 from $26.7
million in 1998. Revenues for the four quarters of 1999 were $4.7 million, $5.5
million, $6.8 million and $7.4 million, respectively. Revenues for the four
quarters of 1998 were $7.7 million, $7.0 million, $6.5 million and $5.5 million,
respectively. For the year ended December 31, 1999, our average rig utilization
was 65.4% and our average revenue per rig hour was $145 as compared to 69.1% and
$153, respectively, for the year ended December 31, 1998. Depressed oil prices
and the corresponding reduction in well service activity caused a decrease in
both rig utilization and pricing. As a result, revenues declined throughout 1998
and into early 1999. Revenues increased during the last three quarters of 1999
due to an increase in oil prices, which resulted in increased utilization of our
rigs.

Fluid services revenues decreased 31% to $12.9 million in 1999 from $18.6
million in 1998. Revenues for the four quarters of 1999 were $2.7 million, $2.9
million, $3.2 million and $4.1 million, respectively. Revenues for the four
quarters of 1998 were $6.0 million, $5.0 million, $4.0 million and $3.6 million,
respectively. We categorize truck revenues into three components which include
transportation and disposal revenues directly earned by each fluid service
truck, the revenues per fluid service truck generated by fluid storage tank
rental, and the revenues per fluid service truck generated by fluid sales and
other services. For the year ended December 31, 1999, our total average
quarterly revenues per fluid service truck were $32,961, comprised of $26,183
for transportation and other services, $2,519 for fluid storage tank rentals and
$4,259 for fluid sales and other services. This compares to total average
quarterly revenues of $44,895 for the year ended December 31, 1998, comprised of
$31,516 for transportation and disposal services, $4,606 for fluid storage tank
rentals and $8,773 for fluid sales and other services. Transportation and
disposal revenues per fluid service truck decreased throughout 1998 and early
1999 and then increased during the last nine months of 1999, which corresponded
to the fall and subsequent rise of oil prices. Fluid storage tank rental, fluid
sales and other revenues also declined with falling oil prices but have risen
more slowly than transportation and disposal fluid service truck revenues as oil
prices have risen. These two sources of revenues historically have fluctuated
based on the drilling rig count and are expected to increase as a reflection of
higher oil prices.

Operating Expenses. Operating expenses, which principally consist of labor,
maintenance and fuel expenses, decreased 14% to $29.8 million in 1999 from $34.6
million in 1998. Operating expenses as a percentage of revenues increased from
76% in 1998 to 80% in 1999. The increase was due to certain fixed costs that
remained in 1999 despite the overall business decline and was due to the cost of
putting inactive equipment back into service in the last two quarters of 1999.

Operating expenses for the well servicing segment decreased 7% to $20.2
million in 1999 from $21.6 million in 1998. Well servicing expenses for the four
quarters of 1999 were $3.9 million, $4.6 million, $5.7 million and $6.0 million,
respectively. Well servicing expenses for the four quarters of 1998 were $6.1
million, $5.5 million, $5.4 million and $4.6 million, respectively. Operating
margins for the four quarters of 1999 were 17.2%, 15.6%, 16.4% and 20.2%
compared to 20.8%, 22.0%, 15.9% and 15.9% for the same periods in 1998. We
estimate that $700,000 in expenses were incurred in the well servicing segment
in the last two quarters of 1999 to put inactive rigs and related equipment back
into working condition.

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Operating expenses for the fluid services segment decreased 26% to $9.6
million in 1999 from $13.0 million in 1998. Fluid services expenses for the four
quarters of 1999 were $2.0 million, $2.1 million, $2.5 million $3.0 million,
respectively. Fluid services expenses for the four quarters of 1998 were $3.9
million, $3.3 million, $3.1 million and $2.7 million, respectively. Operating
margins for the four quarters of 1999 were 25.8%, 25.7%, 20.8% and 28.3%
compared to 34.4%, 33.8%, 23.9% and 25.2% for the same periods in 1998. We
estimate that $115,000 in expenses were incurred in the fluid services segment
in the last two quarters of 1999 to put inactive trucks and related equipment
back into working condition and to relocate trucks into areas where their
utilization would be higher.

General and Administrative Expenses. General and administrative expenses
decreased 4% to $5.2 million in 1999 from $5.5 million in 1998. This primarily
reflects cost cutting measures taken after we hired a new chief executive
officer in early 1999, consisting primarily of terminating employees. Expenses
related to these cost cutting measures were expensed as period costs during 1999
in accordance with generally accepted accounting principles. These terminations
were not a part of any formal plan of reorganization or restructuring but merely
an adjustment to reflect reductions in the level of activity of the business. As
a percentage of revenues, general and administrative expenses increased from 12%
in 1998 to 14% in 1999 due to certain fixed general and administrative expenses
that remained relatively constant as revenues declined in 1999 due to depressed
oil prices. These cost cutting measures would have resulted in a net savings of
general and administrative salaries expenses of an additional $125,000 if they
had been in effect for the entire year.

Depreciation and Amortization Expenses. Depreciation and amortization
expenses decreased 22% to $6.7 million in 1999 from $8.6 million in 1998. The
decrease in depreciation from 1998 to 1999 was due to a $22.7 million write-down
of assets that occurred at the end of 1998. Only one small acquisition was made
in early 1998 compared to none in 1999, and capital spending was held to minimal
levels due to depressed oil prices, resulting in virtually no increase in
depreciation in 1999 due to capital spending.

Interest Expense. Interest expense for the year ended December 31, 1999
decreased 15% to $6.1 million in 1999 from $7.2 million in 1998. The decrease
was due to a decrease in long-term debt as a result of a refinancing in March
1999 and to a decrease in amortization of debt issuance costs.

Income Tax Expense. Income tax expense totaled $2.3 million for 1999
because of a loss of net operating loss carryforwards as described in Note 6 of
the financial statements. Due to the loss of these net operating loss
carryforwards, a related valuation allowance was also reversed during 1999. As a
result, future taxable income, if any, will be more likely to create current tax
payable. As of December 31, 1999, we had a net operating loss carryforward of
$7.5 million available for future use.

Net Loss. Our net loss decreased 54% to $13.0 million in 1999 from $28.3
million in 1998. This decrease was primarily due to a $22.7 million asset
impairment charge incurred at the end of 1998.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Revenues. Revenues increased 73% to $45.3 million in 1998 from $26.1
million in 1997. Well servicing revenues increased 28% to $26.7 million in 1998
from $20.9 million in 1997. Fluid services revenues increased 257% to $18.6
million in 1998 from $5.2 million in 1997. Revenues increased in 1998 primarily
because of several acquisitions in late 1997. We operated 89 well servicing rigs
and 99 fluid service trucks at the end of 1998 compared to 84 and 107
respectively at the end of 1997.

In our well servicing segment, rig utilization decreased from 88.8% in the
last quarter of 1997 to 53.5% in the last quarter of 1998 due to a decrease in
oil prices. Even with lower utilization in 1998, our well servicing revenues
increased in 1998 because of the increase in the number of rigs we owned
throughout 1998 compared to 1997. The full service plugging and abandonment
portion of our well servicing segment typically has higher revenues and expenses
per rig hour and a lower percentage of operating margin than our other well
servicing operations. This portion of our business has remained relatively
stable with six rigs operating in this area in both 1997 and 1998. As other well
servicing rigs were added, the relatively lower hourly rates of these rigs
caused a downward trend in both revenues and

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31

expenses hourly rates in 1997 and part of 1998. At the same time, the higher
direct margins associated with these additional well servicing rigs caused an
upward trend in operating margin percentages, with margins increasing from 23.2%
in the first quarter of 1997 to 24.5% in the second quarter of 1998. Margin
decreases in the last half of 1998 were due to the downturn in business related
to declining oil prices.

We began our fluid services business in 1997 through several acquisitions,
most of which occurred in the fourth quarter of 1997. As a result, quarterly
comparisons of 1998 to 1997 and comparison of our segmented data are not
directly applicable. The decline in oil prices and industry activity decreased
our total quarter revenues for fluid service trucks throughout 1998 from $65,102
in the last quarter of 1997 to $35,862 in the last quarter of 1998. Fluid
services revenues would have also declined in 1998 if we had not had more trucks
available due to acquisitions.

Operating Expenses. Operating expenses increased 73% to $34.6 million in
1998 from $20.0 million in 1997. Well servicing expenses increased 31% to $21.6
million in 1998 from $16.5 million in 1997. Fluid services expenses increased
275% to $13.0 million in 1998 from $3.5 million in 1997. The change was
primarily due to several acquisitions in both business segments. Operating
expenses as a percentage of revenues was 76.5% in both 1997 and 1998. We believe
that operating expenses would have been higher in 1997 than in 1998 if an equal
amount of equipment had been available for both years due to higher equipment
utilization in 1997 prior to the decline in oil prices.

General and Administrative Expenses. General and administrative expenses
increased 96% to $5.5 million in 1998 from $2.8 million in 1997. This increase
was due primarily to increased staffing and other administrative costs to
accommodate our growth through acquisitions. As a percentage of revenues,
general and administrative expenses increased from 10.7% in 1997 to 12.1% in
1998, as we had certain fixed general and administrative expenses that remained
relatively constant as revenues disproportionately declined in 1998 due to the
lower oil prices.

Depreciation and Amortization Expenses. Depreciation and amortization
expenses increased 194% to $8.6 million in 1998 from $2.9 million in 1997. This
increase was attributable primarily to the impact of the additional equipment
that we were depreciating as a result of acquisitions.

Impairment Charges. At December 31, 1998, we recorded an impairment loss on
our well servicing and fluid services business segments of approximately $1.4
million and $21.3 million, respectively, for a total impairment of approximately
$22.7 million. In determining if an impairment loss was indicated, we projected
future undiscounted cash flows through the estimated life of each asset, for
each of our well servicing rigs and by local service area for our trucks and
water stations, based on generally increasing utilization rates based on
management's expectations, hours, estimated future rates and expenses. If an
impairment was indicated, the carrying value of the related goodwill was reduced
first. If additional impairment was indicated, the related equipment was reduced
to the estimated fair market value, based upon a recent appraisal.

Interest Expense. Interest expense increased 375% to $7.2 million in 1998
from $1.5 million in 1997. This increase was attributable to additional
borrowings incurred to finance acquisitions.

Net Loss. Our net loss increased to $28.3 million in 1998 from $0.8 million
in 1997, primarily due to the $22.7 million asset impairment charge incurred at
the end of 1998.

LIQUIDITY AND CAPITAL RESOURCES

Funding for our business activities has historically been provided by
operating cash flows, bank borrowings and private sales of equity.

Net cash used in our operations was $55,000 in 1997 and $996,000 in 1998.
Net cash provided by our operations was $865,000 in 1999 and $752,000 in the
first quarter of 2000. Growth from well service acquisitions increased net cash,
but was offset by increased working capital needs associated with acquisitions.
Net cash was also affected by an increase in well service rates through 1997
followed by decreases in rates and utilization in 1998 and 1999.

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Net cash used in investing activities by Basic Energy was $62.8 million in
1997, $3.9 million in 1998, $970,000 in 1999 and $1.1 million in the first
quarter of 2000. Acquisitions were the primary uses of funds. We expect to
continue to make acquisitions, subject to available financing. During the last
quarter of 1999 and the first quarter of 2000, we entered into definitive
agreements, all of which are contingent upon the consummation of this offering,
to acquire five well services businesses and the stock of a sixth corporation
with four inactive rigs for an aggregate cash purchase price of approximately
$14.5 million, as adjusted for the net financial assets at the closing of this
offering, plus $4.3 million in notes or warrants that are convertible into or
exercisable for shares of our common stock.

Net cash provided by our financing activities was $68.9 million in 1997 and
$1.2 million in 1998. Private equity issuances and acquisition related
borrowings were the primary sources of funds. Net cash used in financing
activities for our operations for 1999 was $1.7 million, consisting primarily of
$.5 million in repayment of long-term debt, $.1 million in preferred dividends
and $1.1 million in deferred loan costs. Cash used in financing activities for
the first quarter of 2000 was $231,000.

At March 31, 2000, we had net working capital of $(245,000), which included
$3.7 million as the current portion of long-term debt.

On March 31, 1999, we entered into three securities purchase agreements,
referred to collectively as the "Credit Facility" in this prospectus, that
provided for $54.4 million in borrowings and issuances of preferred stock. The
proceeds of this Credit Facility were used to retire Senior Secured Increasing
Rate Notes due 1999 issued under a previous facility from JEDI II. The Credit
Facility is comprised of a Senior Credit Facility, a Senior Subordinated Credit
Facility and three classes of preferred stock, as follows:

The senior notes under the Senior Credit Facility are currently held by ENA
CLO I. JEDI II and Enron North America Corp. transferred the senior notes
to ENA CLO I in December in connection with a securitization transaction in
which ENA CLO I acquired a pool of financial assets, including the senior
notes, from Enron North America Corp., JEDI II and other affiliates of
Enron North America Corp. Substantially all of the economic interest in ENA
CLO I and its assets is owned by parties that are unrelated to Enron North
America Corp., JEDI II and their affiliates. Enron North America Corp.
manages the assets of ENA CLO I, including the senior notes, under an asset
management and servicing agreement with ENA CLO I. The general partner of
JEDI II is an indirect wholly owned subsidiary of Enron Corp. The limited
partners of JEDI II are CalPERS and an indirect wholly owned subsidiary of
Enron Corp.

The senior notes currently have a principal balance of $24.4 million, plus
accrued interest of approximately $520,000, with quarterly interest payable
at a rate per year of 250 basis points above the six month London Interbank
Offered Rate beginning March 31, 1999. These notes will be repaid in their
entirety with the net proceeds of this offering and the term loan from CIT
described below. ENA CLO I has deferred the interest payable on March 31,
2000 of $500,000 until the earlier of the closing of this offering or June
30, 2000. All outstanding principal and accrued and unpaid interest is due
and payable in full on June 30, 2004. The principal is payable quarterly in
the amount of approximately $872,000 beginning September 30, 2000, based on
a seven year amortization of principal beginning June 30, 2000 and a final
balloon payment due on June 30, 2004 for the remaining unpaid balance. ENA
CLO I has agreed to reduce the principal payable on September 30, 2000 and
December 31, 2000 to approximately $436,000 on each payment date from
approximately $872,000 provided that we repay the difference between the
amortized amounts due and the amounts paid on each of these dates on or
before March 31, 2001.

The principal amount of the subordinated notes under the Senior
Subordinated Credit Facility will be paid down to $10 million with the net
proceeds of this offering and the term loan from CIT described below. These
subordinated notes currently have a principal balance of $25 million with
quarterly interest payable at a rate of 10% per year beginning March 31,
1999 or a rate of 12% if interest payments were deferred. As amended in
connection with this offering, interest will be payable in cash at a rate
of 12% per annum. Basic Energy deferred the quarterly interest payments due
September 30,
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33

1999 through March 31, 2000. Accrued interest outstanding as of March 31,
2000 was $2.3 million. All deferred interest payments, together with
interest on these payments, will be repaid with the net proceeds of this
offering. All principal and accrued and unpaid interest is due and payable
in full on June 30, 2004.

JEDI II initially was issued 500 shares of Series A Cumulative Preferred
Stock, $10,000 par value per share ($5,000,000), with a dividend payable
quarterly of 10% per year. We may choose to pay dividends in kind on the
Series A Preferred at a rate of 12% per year. We paid the dividends due
September 30, 1999 through March 31, 2000 in kind. Accordingly, the number
of shares of Series A Cumulative Preferred Stock owned by JEDI II as of
March 31, 2000 was 546.4.

We may redeem all of the shares of Series A Preferred at any time, at a
redemption price of $10,000 per share, together with accrued and unpaid
dividends to the date of redemption. The Series A Preferred will be
redeemed with the net proceeds of this offering.

JEDI II owns 1,000 shares of Series B Convertible Preferred Stock, $1 par
value per share, with dividends payable only if dividends are paid on our
common stock. The number of shares of the common stock into which the
Series B Preferred is convertible varies based upon the timing of the
repayment in full of the Series A Preferred. Assuming the repayment of the
Series A Preferred prior to June 30, 2000 with the net proceeds of this
offering, the Series B Preferred will be converted into 749,264 shares of
common stock.

JEDI II also owns one share of Series C Convertible Preferred Stock, $1,000
par value, with dividends payable only if dividends are paid on our common
stock. The number of shares of common stock into which the Series C
Preferred is convertible varies based upon the timing of the redemption of
the Series A Preferred. Assuming the repayment of the Series A Preferred
prior to June 30, 2000 with the net proceeds of this offering, the Series C
Preferred will not be convertible into any shares of common stock. Upon
completion of this offering, the Series C Preferred will be canceled in
exchange for the payment of $1,000. Accordingly, there will be no
outstanding shares of Series A, Series B or Series C Preferred Stock after
the closing of this offering.

The subordinated notes to remain outstanding after the offering contain
covenants that, among other actions, restrict dividends, investments and the
sale of assets. Additionally, the covenants currently require us to maintain a
fixed charge coverage ratio of at least 1:1 for each quarter beginning June 30,
2000. The fixed charge coverage ratio measures the sum of our payments of
long-term debt principal, lease expense, interest expense and capital
expenditures against adjusted EBITDA for the latest four fiscal quarters. ENA
CLO I recently waived various breaches of the covenants that would result from
the offering and the acquisitions as well as certain related party transactions
and the capital expenditures made by us in 1999. The credit facility relating to
the subordinated notes will be amended in connection with the new CIT credit
facility to conform the subordinated notes covenants to the CIT credit facility
covenants.

The exchange of the Credit Facility in satisfaction of the previous
facility from JEDI II was accounted for with no associated gain or loss. At
March 31, 1999, we were experiencing significant negative cash flow, oil prices
were at historic lows and well service and drilling rig activity was trending
toward a historic low. With approximately $49.4 million in debt and $5 million
in preferred equity we had a negative book value. We recorded the preferred
stock component of the Credit Facility at an estimated fair value of $5 million
based upon the liquidation preference associated with the preferred stock and
the nominal value of the common stock conversion provisions.

Directly as a result of the exchange described above, our net operating
loss carryforwards for federal income taxes were effectively reduced to zero at
March 31, 1999 under Section 382 of the Internal Revenue Code. In addition, the
deferred tax asset valuation related to these net operating loss carryforwards
was reversed. These lost carryforwards will no longer be available to offset
future taxable income, therefore, we will be more likely to incur federal income
tax liabilities. Deferred tax assets related to operating loss carryforwards
existing at December 31, 1999 arose from losses occurring subsequent to March
31, 1999.
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Concurrently with the completion of this offering, we will enter into a $30
million credit facility with The CIT Group. The following is a summary of the
material terms of the CIT credit facility, a copy of which will be filed as an
exhibit to the registration statement of which this prospectus is a part.

The CIT credit facility consists of two tranches:

- a $20 million term loan facility; and

- up to a $10 million revolving credit facility.

The indebtedness under the CIT credit facility will rank senior to the
outstanding secured subordinated notes.

The CIT credit facility will have an initial term of three years with
automatic annual renewals unless terminated by us on the initial anniversary
date in 2003 or any subsequent anniversary date with 60 days notice.

Indebtedness under the revolving loans will bear interest at our option at
either the Chase Bank Rate plus .50% or Libor plus 3.0%, as those terms are
defined in the CIT credit facility. Indebtedness under the term loan will bear
interest at our option at either the Chase Bank Rate plus 1.25% or Libor plus
3.75%.

We will grant CIT a first lien on all of our present and future accounts
receivable, inventory and other property owned by us, and we will be prohibited
generally from granting additional liens other than the liens in favor of
ENA CLO I in connection with the subordinated notes. The CIT credit facility
will contain warranties, representations, covenants and events of default as are
customary for financing transactions of this type.

We will be required to repay the $20 million term loan in 44 equal monthly
installments of $303,030, with all remaining unpaid principal and interest due
and payable on March 31, 2004. In addition, we will be required to make a
mandatory prepayment of the term loan, on or before March 31 of each year, in an
amount equal to 50% of (1) our consolidated earnings before interest, taxes,
depreciation and amortization, in the prior calendar year less (2) interest
expense, non-financed capital expenditures, principal amounts repaid or
schedules to be repaid on or due under the CIT Credit Facility, the Subordinated
Notes, debt secured by permitted liens and specified debt in existence on the
date of the CIT Credit Facility and, if applicable, cash dividends permitted to
be paid on the Series D Preferred Stock in the prior calendar year.

Covenants under the CIT Credit Facility will require us to maintain a
tangible net worth of $18.4 million for fiscal quarters in 2000, increasing
quarterly up to $31.4 million at March 31, 2004. In addition, we will be
required to maintain a fixed charge coverage ratio of at least 1.1 to 1.0. The
CIT Credit Facility will restrict our ability to incur additional indebtedness
other than indebtedness incurred in the ordinary course of our business,
indebtedness incurred under the CIT Credit Facility and purchase money for
equipment. The CIT Credit Facility will prohibit us from paying dividends on, or
redeeming or repurchasing our capital stock, other than dividends payable in
stock, or if the Series D Preferred Stock is issued to Enron North America
Corp., issuing cash dividends on our Series D Preferred Stock or redeeming the
Series D Preferred Stock with the proceeds from future issuances of common
stock. The CIT Credit Facility will restrict our ability to sell our assets or
merge. An event of default also occur under the CIT Credit Facility if directors
who are not current directors or who are not nominated or approved by at least
50% of the then-incumbent board or the chairman of the board cease to consist of
at least two-thirds of our board of directors.

Enron North America Corp. has agreed, if requested by us under a
subscription agreement dated June 1, 2000, to purchase up to 500 shares of
Series D Cumulative Preferred Stock at a purchase price of $10,000 per share if
the aggregate offering price of shares sold in this initial public offering of
common stock is less than $55 million. If these shares of preferred stock are
sold, the use of proceeds from this sale will be the same as the use of proceeds
from this offering.

If issued, the Series D Preferred Stock will rank senior to all other
classes and series of our equity securities as to redemption, dividends and
liquidation unless the holder of the Series D Preferred Stock

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35

approves the issuance of equity securities that are not junior to the rights of
the Series D Preferred Stock. Dividends on the Series D Preferred Stock will
accrue at an annual rate of 12% until June 30, 2001, 14% after June 30, 2001
until June 30, 2002 and 16% after June 30, 2002 and will be payable quarterly in
cash commencing September 30, 2000. The Series D Preferred Stock will have a
liquidation preference of $10,000 per share. The Series D Preferred Stock will
be redeemable by us at any time prior to December 31, 2000 for an amount equal
to the liquidation preference plus accrued and unpaid dividends. After December
31, 2000, the Series D Preferred Stock will be redeemable by us for an amount
equal to 110% of the liquidation preference plus accrued and unpaid dividends.
Under the subscription agreement, we have also agreed that at any time shares of
the Series D Preferred Stock remain outstanding, we will not incur an aggregate
amount of "Indebtedness" (as defined in the subscription agreement) in excess of
$40 million without the consent of Enron North America, unless the Indebtedness
is used to redeem all of the shares of Series D Preferred Stock.

We believe that cash flow from operations, when combined with the net
proceeds from this offering, availability under the new credit facility with CIT
that we will enter into prior to the completion of this offering, and the sale
of Series D Preferred Stock, if necessary, will be sufficient for planned
operating, capital expenditure and debt service requirements for at least the
next twelve months. We also believe that we will be in compliance with all
covenants under the new CIT credit facility and subordinated notes credit
facility as amended. After applying the net proceeds from the offering, we will
have no current principal payments on any indebtedness other than approximately
$303,000 per month, plus interest, under the term loan with CIT and any
indebtedness incurred in the ordinary course of business. We intend to finance
our acquisition strategy through borrowings under our new credit facility, cash
flow from operations and the issuance of additional equity.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities", which establishes standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. FAS 133 requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. It establishes conditions under which a
derivative may be designated as a hedge, and establishes standards for reporting
changes in the fair value of a derivative. FAS 133, as amended by FAS 137, is
required to be implemented for all fiscal quarters of all fiscal years beginning
after June 15, 2000. Early adoption is permitted. We have not completed the
evaluation of the potential effects of implementing FAS 133.

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BUSINESS

GENERAL

We provide a range of well site services that are fundamental to the
drilling and maintenance of oil and gas wells. Our well servicing business is
performed with well servicing rigs. A well servicing rig facilitates most
procedures performed on existing oil and gas wells and is used to hoist
equipment and tools into and out of the well bore in connection with:

- new well completions;

- well maintenance;

- workovers, including horizontal re-completions; and

- plugging and abandonment services.

Our fluid services business utilizes fluid service trucks, including
vacuum, transport, kill and hot oil trucks, fluid storage tanks, including frac
and test tanks, and fresh water and brine water wells. Fluid services include:

- fresh water and brine water sales from company-owned wells;

- fluids transportation to and from drilling and workover locations;

- fluid storage tank rentals;

- produced salt water transportation for disposal; and

- oilfield fluid disposal well operation.

We have operations in the major United States oil and gas producing regions
of Texas, New Mexico, Oklahoma and Louisiana. We began our operations in West
Texas in 1992 and subsequently expanded to eastern New Mexico, East Texas, South
Texas and Oklahoma.

BUSINESS STRATEGY

We believe we have become successful in our markets by establishing a
reputation for high quality equipment and well-trained crews that operate within
stringent safety guidelines. Our business strategy is designed to take advantage
of those strengths and capture growth opportunities within the well service
industry.

PROVIDE COMPLEMENTARY WELL SITE SERVICES. Our ability to provide
complementary services allows our customers to use fewer service providers,
reducing our customers' administrative costs and simplifying their logistics. A
customer typically begins a new maintenance or workover project by securing
access to a well servicing rig. As a result, our rigs are often the first
equipment to arrive at the well site for a job and the last to leave. A project
may then lead to the need for fluid handling or other services. In addition to
the convenience provided to the customer, our complementary well site services
give us a competitive advantage over smaller companies that offer fewer
services. The additional services allow us to generate more business from
existing customers, increase our operating margins and allocate our overhead
costs over a larger revenue base.

GROW THROUGH SELECTIVE ACQUISITIONS. We intend to expand our existing
businesses and to add new services through the acquisition of additional well
service companies and equipment. Numerous acquisition candidates exist, and we
believe we are well positioned to take advantage of these opportunities. We
intend to pursue our acquisition strategy while maintaining a conservative
capital structure. We seek to acquire businesses with strong customer
relationships, well-maintained equipment and experienced and skilled personnel.
Our objectives for this acquisition strategy are:

- to improve profitability by increasing the breadth of services we offer
at the well site;

- to minimize operating and administrative costs;

- to deploy equipment more efficiently; and

- to increase our marketing effectiveness.

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FOCUS OPERATIONS ON AREAS OF HIGHEST CONCENTRATION OF ONSHORE DOMESTIC OIL
AND GAS PRODUCTION. Onshore oil and gas production in the United States is
highly concentrated in Texas, New Mexico, Oklahoma and Louisiana. In 1998, these
states accounted for over 58% and 71% of the United States onshore oil and gas
production, respectively, excluding Alaska. We estimate there are more than
150,000 oil wells and 50,000 gas wells within our market areas, all of which
require periodic maintenance throughout their productive life. We believe that
each of our operating regions provides us with significant opportunities for
internal growth, diversification of services and growth through acquisitions due
to the following attributes:

- densely drilled reservoirs with numerous producing wells, providing a
large market for our maintenance services;

- further development potential, requiring additional capital spending by
our customers; and

- proximity to one another, allowing for efficient deployment of our
assets.

OPERATE AND MARKET THROUGH LOCAL MANAGEMENT. We believe that our
decentralized operating management is consistent with the regional nature of the
well service industry. Well service purchase decisions typically are made on a
local level. Because our managers live and work in these areas and are directly
responsible for all aspects of their area's performance, we believe our
organization is more responsive to our customers' needs than our competitors
with more centralized operations. Moreover, we believe that the autonomy offered
by our local management strategy is attractive to potential sellers of well
service companies and their employees who may consider joining our management
team. Our decentralized operations are supported by our corporate office in
Midland, Texas, which monitors operating performance on a daily basis and
provides risk management and financial controls.

OVERVIEW OF SERVICES

We provide well site services to a variety of customers ranging from small
local oil and gas producers to large major oil companies. During 1999, we
provided services to more than 1,000 customers, the largest of which accounted
for less than 7% of our total revenues.

Well Servicing Segment

During 1999, our well servicing segment represented approximately 66% of
our revenue. This business segment encompasses a full range of services
performed with a mobile well servicing rig, also commonly referred to as a
workover rig, and ancillary equipment. Our rigs and personnel provide the means
for hoisting equipment and tools into and out of the wellbore as various
operations are performed to maintain and improve production throughout the
productive life of an oil and gas well. We generally charge our customers an
hourly rate for these services, which varies based on a number of considerations
including market conditions in each region, the type of rig and ancillary
equipment required, and the necessary personnel.

The largest portion of our activity in this segment is routine maintenance
work involving removal, repair and replacement of downhole equipment and
restoration of the well to production. We also facilitate the specialized
production enhancement and well repair operations performed by other oilfield
service companies by removing the equipment from the well bore, hoisting the
tools and equipment required by the operation into and out of the well, and
returning the well to production after the operation is completed. Regardless of
the type of work being performed on the well, our personnel and rigs are often
the first to arrive at the well site and the last to leave.

Including rigs that we will acquire upon completion of this offering, our
fleet includes 141 well servicing rigs. Three of these rigs are held under
capital leases with a purchase option. Pro forma for the offering, we operate
from 18 facilities in Texas, New Mexico and Oklahoma, most of which are used
jointly for both our business segments. Our rigs are mobile units that generally
operate within a radius of approximately 75 to 100 miles from their respective
bases. The average age of our rigs is approximately

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20 years. The following table sets forth the location, characteristics and
number of the 141 well servicing rigs operated by us, including acquisitions
made with the proceeds from this offering:

OPERATING REGION
------------------------------------------------
EAST TEXAS/
RATED PERMIAN NORTH SOUTH
RIG TYPE CAPACITY BASIN LOUISIANA TEXAS OKLAHOMA TOTAL
- -------- -------------- ------- ----------- ----- -------- -----

Swab............................. N/A 2 -- 10 2 14
Light Duty....................... < 100 tons 33 1 3 -- 37
Medium Duty...................... 100-125 tons 61 8 2 7 78
Heavy Duty....................... > 125 tons 12 -- -- -- 12
--- -- -- -- ---
Total by Market............... 108 9 15 9 141

Maintenance

Regular maintenance on oil wells is generally required throughout the life
of a well to ensure efficient and continuous operation. We believe regular
maintenance comprises the largest portion of our work in this business segment.
We provide well servicing rigs, equipment and crews for these maintenance
services. Maintenance services are often performed on a series of wells in
proximity to each other and typically require less than 48 hours per well. These
services consist of routine mechanical repairs necessary to maintain production
from the wells, such as repairing inoperable pumping equipment in an oil well or
replacing defective tubing in a gas well, and removing debris such as sand and
paraffin from the well. Other services include pulling the rods, tubing, pumps
and other downhole equipment out of the well bore to identify and repair a
production problem. These downhole equipment failures are typically caused by
the repetitive pumping action of an oil well. Corrosion, water cut, grade of
oil, sand production and other factors can also result in frequent failures of
downhole equipment. Few gas wells have mechanical pumping systems in the well
bore, and, as a result, regular maintenance work on gas wells in our markets is
not a significant part of our business.

The need for these services does not directly depend on the level of
drilling activity, although it is somewhat impacted by short-term fluctuations
in oil and gas prices. Our demand for maintenance services is affected by
changes in the total number of producing oil and gas wells in our geographic
service areas. Accordingly, maintenance services generally experiences
relatively stable demand. Maintenance work, however, typically generates low
operating margins due to the limited need for auxiliary equipment and related
services. This is also the most competitive portion of the well servicing market
due to the use of lighter rigs and smaller crews.

Our regular well maintenance services involve relatively low cost, short
duration jobs which are part of normal well operating costs. Demand for well
maintenance is driven primarily by the production requirements of the local oil
or gas fields and, to a lesser degree, the actual prices received for oil and
gas. Well operators cannot delay all maintenance work without a significant
impact on production. Operators may, however, choose to temporarily shut in
producing wells when oil or gas prices are too low to justify additional
expenditures, including maintenance.

Workover

In addition to periodic maintenance, producing oil and gas wells
occasionally require major repairs or modifications called "workovers," which
are typically more complex and more time consuming than maintenance operations.
Workover services include extensions of existing wells to drain new formations
either through perforating the well casing to expose additional productive zones
not previously produced, deepening wellbores to new zones or the drilling of
lateral wellbores to improve reservoir drainage patterns. Our workover rigs are
also used to convert former producing wells to injection wells through which
water or carbon dioxide is then pumped into the formation for enhanced oil
recovery operations. Workovers also include major subsurface repairs such as
repair or replacement of well casing, recovery or replacement of tubing and
removal of foreign objects from the wellbore. These extensive workover
operations are normally

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performed by a workover rig with additional specialized auxiliary equipment,
which may include rotary drilling equipment, mud pumps, mud tanks and fishing
tools, depending upon the particular type of workover operation. Most of our
well servicing rigs are designed to perform complex workover operations. A
workover may require a few days to several weeks and generally requires
additional auxiliary equipment. The demand for workover services is sensitive to
oil and gas producers' intermediate and long term expectations for oil and gas
prices. As oil and gas prices increase, the level of workover activity tends to
increase as oil and gas producers seek to increase output by enhancing the
efficiency of their wells.

New Well Completion

New well completion services involve the preparation of newly drilled wells
for production. The completion process may involve selectively perforating the
well casing in the productive zones to allow oil or gas to flow into the
wellbore, stimulating and testing these zones and installing the production
string and other downhole equipment. We provide well servicing rigs to assist in
this completion process. Newly drilled wells are frequently completed by well
servicing rigs to minimize the use of higher cost drilling rigs in the
completion process. The completion process typically requires a few days to
several weeks, depending on the nature and type of the completion, and generally
requires additional auxiliary equipment. Accordingly, completion services
require less well-to-well mobilization of equipment and generally provide higher
operating margins than regular maintenance work. The demand for completion
services is directly related to drilling activity levels, which are sensitive to
expectations relating to and changes in oil and gas prices.

Plugging and Abandonment

Well servicing rigs are also used in the process of permanently closing oil
and gas wells no longer capable of producing in economic quantities at the end
of their productive life. Plugging and abandonment work can be performed with a
well servicing rig along with wireline and cementing equipment; however, this
service is typically provided by companies that specialize in plugging and
abandonment work. Many well operators bid this work on a "turnkey" basis,
requiring the service company to perform the entire job, including the sale or
disposal of equipment salvaged from the well as part of the compensation
received, and complying with state regulatory requirements. The plugging and
abandonment market can provide favorable operating margins and is less sensitive
to oil and gas pricing than drilling and workover activity since well operators
must plug a well in accordance with state regulations when it is no longer
productive. We currently have five rigs equipped to perform full service
plugging and abandonment services in our Permian Basin region. This operation
has the equipment and expertise to handle most plugging and abandonment jobs in
the market and competes for projects many of our well servicing competitors find
too difficult to manage. We also perform plugging and abandonment work
throughout our operations in conjunction with equipment provided by other
service companies.

Fluid Services Segment

During 1999, our fluid services segment represented approximately 34% of
our revenue. This segment includes an integrated mix of liquids handling
services, employing fluid service trucks, fluid storage tanks, Enviro-Vat system
rentals, salt water disposal wells and fresh and brine water stations. Our
breadth of capabilities in this business segment provides us with a competitive
advantage as a one-stop source for our customers. Many of our smaller
competitors in this segment can provide some, but not all, of the equipment and
services required by customers, requiring them to use several companies to meet
their requirements and increasing their administrative burden.

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The following table sets forth the type, number and location of the fluid
services equipment we operated as of December 31, 1999, including acquisitions
made with the proceeds from this offering:

FLUID SALT WATER FRESH AND
SERVICES SUPPORT DISPOSAL BRINE WATER FLUID STORAGE ENVIRO-VAT
OPERATING REGION TRUCKS TRUCKS WELLS STATIONS TANKS SYSTEMS
- ---------------- -------- ------- ---------- ----------- ------------- ----------

Permian Basin....................... 95 34 8 54 253 79
East Texas and North Louisiana...... 21 2 3 -- 61 4
South Texas......................... 32 3 2 -- 38 3
Oklahoma............................ -- -- -- -- -- 4
--- -- -- -- --- --
Total..................... 148 39 13 54 352 90

We believe regular maintenance work comprises about 50% of our activity in
this business segment. As in our well servicing segment, our fluid services
segment has a base level of business volume related to the regular maintenance
of oil and gas wells. Most oil and gas fields produce residual salt water in
conjunction with the oil or gas produced. Fluid service trucks pick up this
fluid from tank batteries at the well site and transport it to a salt water
disposal well for injection. Our "hot oil" trucks are used to remove paraffin, a
by-product of oil production in many fields, from the well bore. If paraffin is
left untreated, it will inhibit production. This regular maintenance work must
be performed if a well is to remain active. We have salt water disposal wells in
most of our markets that allows us to compete effectively for this regular
maintenance work. While relatively stable, this activity typically generates low
operating margins. This is due to competition from numerous fluid service
companies that also own salt water disposal wells or have access to public or
oil and gas well operator-owned salt water disposal wells. Also, because the
disposal of salt water is a significant part of the operating costs of a well,
many oil and gas producers conduct a competitive bid process to select a service
provider.

We provide a full array of fluid sales, transportation, storage and
disposal services required on most workover, drilling and completion projects.
Workover, drilling and completion services also provides the opportunity for
higher operating margins from tank rentals and fluid sales. Drilling and
workover jobs typically require fresh or brine water for drilling mud or
circulating fluid used during the job. Completion and workover procedures often
also require large volumes of water for fracturing operations, a process of
stimulating a well hydraulically to increase production. Spent mud and flowback
fluids are required to be transported from the well site to a disposal well.

Fluid Services Trucks. We own and operate 148 fluid service trucks. A fluid
service truck is a bobtail or tractor/trailer truck with a fluid hauling
capacity of up to 130 55-gallon barrels. Each fluid service truck is equipped to
pump fluids from or into wells, pits, tanks and other storage facilities. The
majority of our fluid service trucks are also used to transport water to fill
frac tanks on well locations, including frac tanks provided by us and others, to
transport produced salt water to disposal wells, including injection wells owned
and operated by us, and to transport drilling and completion fluids to and from
well locations. In conjunction with the rental of our frac tanks, we generally
use our fluid service trucks to transport water for use in fracturing
operations. Following completion of fracturing operations, our fluid service
trucks are used to transport the flowback produced as a result of the fracturing
operations from the well site to disposal wells. Fluid services trucks are
generally provided to oilfield operators within a 50-mile radius of our nearest
yard.

Support Trucks. Our support trucks are used to move our fluid storage tanks
and other equipment to and from the job sites of our customers.

Salt Water Disposal Well Services. We own disposal wells that are permitted
to dispose of salt water and incidental non-hazardous oil and gas wastes. Our
transport trucks frequently transport fluids that are disposed of in the salt
water disposal wells. The disposal wells have injection capacities ranging up to
3,500 barrels per day. Our salt water disposal wells are strategically located
in close proximity to our customers' producing wells. Most oil and gas wells
produce varying amounts of salt water throughout their productive lives. In
Texas and New Mexico, oil and gas wastes and salt water produced from oil and
gas

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wells are required by law to be disposed of in authorized facilities, including
permitted salt water disposal wells. Injection wells are licensed by state
authorities and are completed in permeable formations below the fresh water
table. We maintain separators at each of our disposal wells permitting us to
salvage residual crude oil, which is later sold for our account.

Fresh and Brine Water Stations. Our network of fresh and brine water
stations in the Permian Basin where surface water is generally not available
includes fresh water wells and brine mixing stations that are used to supply
water necessary for the drilling and completion of oil and gas wells. Our
strategic locations, in combination with our other fluids handling services,
gives us competitive advantage over other service providers and expands our
customer base.

Fluid Storage Tanks. Our fluid storage tanks can store up to 500 barrels of
fluid and are used by oilfield operators to store various fluids at the well
site, including water, brine, drilling mud and acid for frac jobs, flowback,
temporary production and mud storage. We transport the tanks on our trucks to
well locations that are usually within a 50-mile radius of our nearest yard.
Frac tanks are used during all phases of the life of a producing well. We
generally rent fluid services tanks at daily rates for a minimum of three days.
A typical fracturing operation can be completed within four days using 10 to 40
frac tanks.

Enviro-Vat System Rentals. The Enviro-Vat system is a unitized,
trailer-mounted system that connects to the wellhead to catch small oil and
other liquid spills that occur during regular maintenance, workover and
completion activities.

PROPERTIES

Our principal executive offices are located at 406 North Big Spring,
Midland, Texas 79701. Pro forma for our pending acquisitions, we will conduct
our business from 18 area offices, ten of which we own and eight of which we
lease. Each office typically includes a yard, administrative office and
maintenance facility. Of our 18 area offices, 14 are located in Texas, two are
in Oklahoma and two are in New Mexico. One area office provides fluid handling
services, three area offices provide well servicing and the remaining 14 area
offices provide both. We believe that our leased and owned properties are
adequate for our current needs.

CUSTOMERS

We serve numerous major and independent oil and gas companies that are
active in the areas in which we operate. During 1999, we provided services to
more than 1,000 customers, the largest of which accounted for less than 7% of
our total revenues. The majority of our business is with independent oil and gas
companies. Our area managers maintain relationships with customers whose
operating decisions are made in the field.

OPERATING RISKS AND INSURANCE

Our operations are subject to hazards inherent in the oil and gas industry,
such as accidents, blowouts, explosions, craterings, fires and oil spills, that
can cause:

- personal injury or loss of life;
- damage or destruction of property, equipment, the environment and marine
life; and
- suspension of operations.

In addition, claims for loss of oil and gas production and damage to
formations can occur in the workover business. If a serious accident were to
occur at a location where our equipment and services are being used, it could
result in our being named as a defendant in lawsuits asserting large claims.

Because our business involves the transportation of heavy equipment and
materials, we may also experience traffic accidents which may result in spills,
property damage and personal injury.

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Despite our efforts to maintain high safety standards, we from time to time
have suffered accidents in the past and anticipate that we could experience
accidents in the future. In addition to the property and personal losses from
these accidents, the frequency and severity of these incidents affect our
operating costs and insurability, and our relationship with customers, employees
and regulatory agencies. Any significant increase in the frequency or severity
of these incidents, or the general level of compensation awards, could adversely
affect the cost of, or our ability to obtain, workers' compensation and other
forms of insurance, and could have other material adverse effects on our
financial condition and results of operations.

Although we maintain insurance coverage of types and amounts that we
believe to be customary in the industry, we are not fully insured against all
risks, either because insurance is not available or because of the high premium
costs. We do maintain physical damage, employer's liability, pollution, cargo,
umbrella, comprehensive commercial general liability and workers' compensation
insurance. There can be no assurance, however, that any insurance obtained by us
will be adequate to cover any losses or liabilities, or that this insurance will
continue to be available or available on terms which are acceptable to us.
Liabilities for which we are not insured, or which exceed the policy limits of
our applicable insurance, could have a materially adverse effect on us.

COMPETITION

The well service industry is highly competitive and fragmented and includes
a number of small companies capable of competing effectively on a local basis
and several large companies which possess substantially greater financial and
other resources than we do. Pool Well Services, a subsidiary of Nabors
Industries, Inc., and Key Energy Service, both provide well servicing and
liquids handling services and are the largest companies in the domestic well
services market. Pool and Key operate in multiple geographic regions and
currently have significantly more domestic well servicing rigs than we do. We
have numerous regional competitors for each of the services we provide. We
believe that we are competitive in terms of pricing, performance, equipment,
safety, availability of equipment to meet customer needs and availability of
experienced, skilled personnel in those areas in which we operate. Excess
capacity in the well service industry resulted in severe price competition
throughout much of the past decade. We expect competition and pricing pressures
to continue for the near future.

SAFETY PROGRAM

In the well service industry, an important competitive factor in
establishing and maintaining long-term customer relationships is having an
experienced and skilled work force. In recent years, many of our larger
customers have placed an emphasis not only on pricing, but also on safety
records and quality management systems of contractors. We believe that these
factors will gain further importance in the future. We have directed substantial
resources toward employee safety and quality management training programs as
well as our employee review process. While our efforts in these areas are not
unique, many competitors, particularly small contractors, have not undertaken
similar training programs for their employees.

ENVIRONMENTAL REGULATION

Extensive federal, state and local laws regulating the discharge of
materials into the environment or otherwise relating to health and safety or the
protection of the environment affect our business. Numerous governmental
departments issue regulations to implement and enforce these laws, which are
often difficult and costly to comply with. Failure to comply with these laws and
regulations often carries substantial administrative, civil and even criminal
penalties. Some laws and regulations relating to protection of the environment
may, in some circumstances, impose strict liability for environmental
contamination, rendering a person liable for environmental damages and cleanup
costs without regard to negligence or fault on the part of that person. Strict
adherence with these regulatory requirements increases our cost of doing
business and consequently affects our profitability. We believe that we are in
substantial compliance with current applicable environmental laws and
regulations and that continued compliance with existing requirements will not
have a material adverse impact on our operations. However, environmental laws
and
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regulations have been subject to frequent changes over the years, and the
imposition of more stringent requirements could have a materially adverse effect
upon our capital expenditures, earnings or our competitive position.

The Comprehensive Environmental Response, Compensation and Liability Act,
referred to as "CERCLA" in this prospectus, and comparable state laws impose
liability, without regard to fault on some classes of persons that are
considered to be responsible for the release of a hazardous substance into the
environment. These persons include the current or former owner or operator of
the disposal site or sites where the release occurred and companies that
disposed or arranged for the disposal of hazardous substances. Under CERCLA,
these persons may be subject to joint and several liability for the costs of
investigating and cleaning up hazardous substances that have been released into
the environment, for damages to natural resources and for the costs of some
health studies. In addition, companies that incur liability frequently also
confront additional claims because it is not uncommon for neighboring landowners
and other third parties to file claims for personal injury and property damage
allegedly caused by hazardous substances or other pollutants released into the
environment from a polluted site.

We generate non-hazardous and hazardous solid wastes that are subject to
the requirements of the federal Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act of 1976, referred to as "RCRA" in this
prospectus, and comparable state statutes. Our operations generate minimal
quantities of hazardous wastes because RCRA currently excludes drilling fluids,
produced waters and other wastes associated with the exploration, development or
production of oil and gas from regulation as hazardous waste. Disposal of wastes
from oil and gas exploration, development and production that are non-hazardous
wastes is usually regulated under state law. Other wastes handled at exploration
and production sites or used in the course of providing well services may not
fall within this exclusion from RCRA and may be regulated as hazardous waste. In
addition, stricter standards for waste handling and disposal may be imposed on
the oil and gas industry in the future. For instance, from time to time
legislation has been proposed in Congress that would revoke or alter the current
exclusion of exploration, development and production wastes from the RCRA
definition of "hazardous wastes," potentially subjecting these wastes to more
stringent handling, disposal and cleanup requirements. If this legislation were
enacted it could have a significant adverse impact on our operating costs, as
well as the oil and gas industry and well servicing industry in general.

Our operations are subject to the federal Clean Water Act and analogous
state laws. Under the Clean Water Act, the Environmental Protection Agency has
adopted regulations concerning discharges of storm water runoff. This program
requires covered facilities to obtain individual permits, participate in a group
permit or seek coverage under an Environmental Protection Agency general permit.
Some of our properties may require permits for discharges of storm water runoff
and, as part of our overall evaluation of our current operations, we are
applying for stormwater discharge permit coverage and updating stormwater
discharge management practices at some of our facilities. We believe that we
will be able to obtain, or be included under, these permits, where necessary,
and make minor modifications to existing facilities and operations that would
not have a material effect on us.

The federal Clean Water Act and the federal Oil Pollution Act of 1990,
which contains numerous requirements relating to the prevention of and response
to oil spills into waters of the United States, require some owners or operators
of facilities that store or otherwise handle oil to prepare and implement spill
prevention, control, countermeasure and response plans relating to the possible
discharge of oil into surface waters. We believe we are in substantial
compliance with these regulations.

We have acquired leasehold or ownership interests in a number of properties
that, in some instances, have been operated previously as oil and gas related
service yards by third parties not under our control. Service yards are used
generally as staging areas for rigs and equipment when not in use, and there is
the possibility that repair and maintenance activities on these rigs and
equipment or storage of wellbore fluids at these yards during these prior years
may have resulted in the release of petroleum hydrocarbons or other wastes on or
under these properties. These properties and any wastes released thereon may be
subject to CERCLA, RCRA, and analogous state laws. Notwithstanding our lack of
control over properties operated

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by others, any failure by us to comply with applicable environmental regulations
may, in circumstances, adversely impact upon our operations.

Our underground injection operations are subject to the federal Safe
Drinking Water Act, as well as analogous state and local laws and regulations.
Under Part C of the Safe Drinking Water Act, the United States Environmental
Protection Agency established the Underground Injection Control program, which
established the minimum program requirements for state and local programs
regulating underground injection activities. The Underground Injection Control
program includes requirements for permitting, testing, monitoring, record
keeping and reporting of injection well activities, as well as a prohibition
against the migration of fluid containing any contaminant into underground
sources of drinking water. Although we monitor the injection process of our
wells, any leakage from the subsurface portions of the injection wells could
cause degradation of fresh groundwater resources, potentially resulting in
cancellation of operations of the well, issuance of fines and penalties from
governmental agencies, expenditures for remediation of the affected resource and
liability to third parties for property damages and personal injuries. In
addition, our sales of residual crude oil collected as part of the saltwater
injection process could impose liability on us in the event the entity to which
the oil was transferred fails to manage the material in accordance with
applicable environmental health and safety laws.

We maintain insurance against some risks associated with underground
contamination that may occur as a result of well service activities. However,
this insurance is limited to activities at the wellsite and there can be no
assurance that this insurance will continue to be available or that this
insurance will be available at premium levels that justify its purchase. The
occurrence of a significant event not fully insured or indemnified against could
have a materially adverse effect on our financial condition and operations.

We are also subject to the requirements of the Federal Occupational Safety
and Health Act and comparable state statutes that regulate the protection of the
health and safety of workers. In addition, the Federal Occupational Safety and
Health Act hazard communication standard requires that information be maintained
about hazardous materials used or produced in operations and that this
information be provided to employees, state and local government authorities and
citizens. We believe that our operations are in substantial compliance with the
Federal Occupational Safety and Health Act requirements, including general
industry standards, record keeping requirements, and monitoring of occupational
exposure to regulated substances.

EMPLOYEES

As of March 31, 2000, we employed approximately 637 people, with
approximately 86% employed on an hourly basis. Our future success will depend
partially on our ability to attract, retain and motivate qualified personnel. We
are not a party to any collective bargaining agreements and we consider our
relations with our employees to be satisfactory.

LEGAL PROCEEDINGS

From time to time, we are a party to litigation or other legal proceedings
that we consider to be a part of the ordinary course of our business. We are not
involved currently in any legal proceedings that could reasonably be expected to
have a material adverse effect on our financial condition or results of
operations.

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MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES

The directors, executive officers and other key employees of Basic Energy
and their respective ages and positions are as follows:

NAME AGE POSITION
- ---- --- --------

H. H. Wommack, III(1)................. 44 Director and Chairman of the Board
Kenneth V. Huseman.................... 48 President, Chief Executive Officer and
Vice Chairman of the Board
Ronald T. McClung..................... 49 Chief Financial Officer
Dub W. Harrison....................... 42 Vice President - Regional Operations
Charles W. Swift...................... 51 Vice President - Permian Basin
William M. Kerr, Jr.(1) .............. 42 Director
Paul L. Morris(2)..................... 58 Director
William J. Myers(1)(2)................ 63 Director
J. Steven Person...................... 41 Director
Clifford A. Strozier(2)............... 70 Director

- ---------------

(1) Member of Compensation Committee

(2) Member of Audit Committee

Set forth below is the description of the backgrounds of the directors,
executive officers and other key employees of Basic Energy.

H. H. WOMMACK, III has served as our Chairman of the Board and a Director
of Basic Energy since its inception in 1992. Mr. Wommack has served as Chairman
of the Board, President, Chief Executive Officer and a Director of Southwest
Royalties Holdings since it was formed in July 1997 and of Southwest Royalties
since its founding in 1983. Prior to the formation of Southwest Royalties, Mr.
Wommack was a self-employed independent oil and gas producer.

KENNETH V. HUSEMAN became President and Chief Executive Officer and Vice
Chairman of the Board in April 1999. Prior to joining Basic Energy, Mr. Huseman
was the Chief Operating Officer of Key Energy Services, Inc. from August 1996
until April 1999 and Executive Vice President from March 1996 until August 1996.
Mr. Huseman was the Mid-Continent Region Manager and Vice President of WellTech,
Inc. from August 1993 until March 1996 when WellTech was acquired by Key Energy
Services. Mr. Huseman was employed by Pool Energy Services Co. from January 1978
until April 1993 in financial and operations management positions including
responsibility for well servicing, fluid services and drilling operations
throughout the United States. Key Energy Services, WellTech and Pool Energy
Services provide services to the oil and gas producing industry throughout the
United States that are similar to Basic Energy's services.

RONALD T. MCCLUNG joined Basic Energy in September 1999 as Chief Financial
Officer. Mr. McClung was formerly employed by Key Energy Services from March
1998 until September 1999 in Division and Corporate Controller positions. Mr.
McClung was employed by Robinson, Burdette, Martin and Cowan, LLP (formerly
Coopers & Lybrand L.L.P.) from 1993 until March 1998 and by KPMG LLP from 1991
to 1993. Mr. McClung is a certified public accountant.

DUB W. HARRISON joined Basic Energy in April 1995 and serves as Vice
President with responsibility for regional operations in east and south Texas
and Oklahoma and for Equipment, Maintenance and Safety. Mr. Harrison was
formerly employed by Pool Energy Services from 1987 to April 1995 in various
field operations, maintenance and safety management positions.

CHARLES W. SWIFT serves as Vice President of Basic Energy's Permian Basin
Operations. Mr. Swift was a general partner of S&N Well Servicing, Ltd. of
Midland, Texas from 1986 until July 1997, when

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S&N was acquired by Basic Energy. S&N operated a well servicing business in the
Andrews and Midland, Texas area. Prior to co-founding S&N in 1986, Mr. Swift was
employed in marketing and operations management positions for 15 years with
various energy service companies in United States and international assignments.

WILLIAM M. KERR, JR. became a director of Basic Energy in March 2000. Mr.
Kerr was formerly an Advisory Director from May 1999 until March 2000. Mr. Kerr
previously served as a Director of Basic Energy from January 1998. Mr. Kerr has
been a partner of the law firm of Kerr & Ward, LLP since its founding in 1995.
From 1982 until 1995, Mr. Kerr practiced law with the firm of Kerr, Fitz-Gerald
& Kerr.

PAUL L. MORRIS became a director of Basic Energy in March 2000. Mr. Morris
was formerly an Advisory Director of Basic Energy from May 1999 until March
2000. Mr. Morris previously served as a Director of Basic Energy from January
1998. Since 1988, Mr. Morris has served as President and Chief Executive Officer
of Wagner & Brown, Ltd., an oil and gas company headquartered in Midland, Texas.
Mr. Morris previously served as President and Chief Executive Officer of Banner
Energy, Inc., Vice President of Columbia Gas Development Corporation and in
various other capacities in the oil and gas industry.

WILLIAM J. MYERS became a director of Basic Energy in March 2000. Mr. Myers
also serves as a director of both Bonus Resource Services Corp., a public well
service company in Canada, and Diamond Products International, a diamond bit
manufacturer in Houston, Texas. Prior to retiring in January 1999, Mr. Myers
served as Group Vice President of Pool Energy Services for 11 years.

J. STEVEN PERSON became a director of Basic Energy in March 2000. Mr.
Person has served as Vice President of Marketing for Southwest Royalties Holding
since its formation in July 1997. In addition, Mr. Person has served as Vice
President of Marketing for Southwest Royalties since 1989 and as Vice President
of Marketing for Midland Red Oak Reality since 1996.

CLIFFORD A. STROZIER became a director of Basic Energy in March 2000. Prior
to joining Basic Energy, Mr. Strozier was President of Jet-Lube, Inc., a
speciality lubricant manufacturer headquartered in Houston, Texas, from 1990
until his retirement in 1995. Mr. Strozier previously served as Director of
Domestic Marketing and Vice President of Contracts and Marketing for Pool Well
Servicing Co.

BOARD CLASSES

Our board of directors is divided into three classes. The directors serve
staggered three-year terms. The terms of the directors of each class expire at
the annual meetings of stockholders to be held in 2001 (Class I), 2002 (Class
II) and 2003 (Class III). At each annual meeting of stockholders, one class of
directors will be elected for a full term of three years to succeed that class
of directors whose terms are expiring. The current classification of directors
is as follows:

- Class I -- Messrs. Person and Strozier

- Class II -- Messrs. Huseman and Kerr

- Class III -- Messrs. Wommack, Morris and Myers

COMMITTEES

Our audit committee consists of Messrs. Morris, Myers and Strozier, each of
whom is a non-employee director. The audit committee meets separately with
representatives of our independent auditors and with representatives of senior
management in performing its functions. The audit committee reviews the general
scope of the audit function, matters relating to our internal control systems,
our policies with respect to conflicts of interest, changes in accounting
policies and other matters related to accounting and reporting functions.

Our compensation committee consists of Messrs. Wommack, Kerr and Myers,
each of whom is a non-employee director. The compensation committee administers
our 2000 Stock Plan, and in this capacity makes all option grants or awards to
our employees, including executive officers, under the plan. In addition, the
compensation committee is responsible for making recommendations to the board of
directors

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with respect to the compensation of our chief executive officer and our other
executive officers and for establishing compensation and employee benefit
policies.

COMPENSATION OF EXECUTIVE OFFICERS

The following table summarizes all compensation earned by Basic Energy's
Chief Executive Officer. No other executive officer had total annual salary and
bonuses exceeding $100,000 for services rendered in all capacities to Basic
Energy during the year ended December 31, 1999.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION
COMPENSATION(1) ---------------
------------------ RESTRICTED ALL OTHER
YEAR SALARY BONUS STOCK AWARDS(2) COMPENSATION(3)
----- -------- ------- --------------- ---------------

Kenneth V. Huseman................. 1999 $180,930 $50,000 $ 0 $13,124

- ---------------

(1) Mr. Huseman became an employee of Basic Energy effective May 1, 1999. Under
the terms of his employment agreement, Mr. Huseman is entitled to the
compensation described under "-- Employment Agreements" below.

(2) For information concerning grants of and the aggregate holdings of
restricted stock by Mr. Huseman, see "-- Employment Agreements."

(3) Includes an $8,701 vehicle allowance and a $4,423 life insurance premium.

COMPENSATION OF DIRECTORS

Directors who are our employees do not receive a retainer or fees for
service on the board or any committees. We pay non-employee members of the board
for their service as directors. Directors who are not employees receive a
quarterly fee of $1,500 and a fee of $750 for attendance at each meeting of the
board. In addition, under the 2000 Stock Plan, immediately following completion
of this offering, each then non-employee director will receive, on that date, an
immediately exercisable stock option to purchase 10,000 shares of our common
stock at the market price on the date of grant. Beginning with the regular
annual meeting of stockholders in 2001, and on each annual meeting after that,
each then serving non-employee director will receive a stock option to purchase
1,000 shares of common stock. Directors are reimbursed for reasonable
out-of-pocket expenses incurred in attending meetings of the board or committees
and for other reasonable expenses related to the performance of their duties as
directors.

STOCK PLAN

Basic Energy's 2000 Stock Plan was adopted by the Board of Directors of
Basic Energy and approved by Basic Energy stockholders in March 2000. The stock
plan permits the granting of any or all of the following types of awards:

- stock options;
- restricted stock;
- performance units;
- automatic director options;
- phantom shares;
- other stock-based awards;
- bonus stock; and
- cash tax rights.

All officers and employees of, and any consultants to, Basic Energy or any
affiliate of Basic Energy will be eligible for participation under the stock
plan. The non-employee directors of Basic Energy will receive automatic grants
of director options under the stock plan (as described above) and also will be
eligible for participation in the above listed awards.

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The number of shares with respect to which awards may be granted under the
2000 Stock Plan is equal to 10% of the number of shares outstanding at the date
of any grant not to exceed 2,000,000 shares, and an aggregate of up to 2,000,000
shares of common stock have been authorized and reserved for issuance under the
stock plan. Under this stock plan, each non-employee director immediately
following the closing of this offering will automatically receive an option to
purchase 10,000 shares at the market price on the date of grant. In addition,
each non-employee director will automatically receive an option to purchase
1,000 shares of common stock immediately after each annual meeting of
stockholders beginning in 2001 while this stock plan is in effect. The stock
plan is administered by the compensation committee of Basic Energy's board of
directors. The compensation committee will select the participants who will
receive awards, determine the type and terms of the awards to be granted and
interpret and administer the stock plan. No awards may be granted under the
stock plan after March 21, 2010.

STOCK OPTION GRANTS

Subject to the completion of this offering, we have granted options to
purchase an aggregate of 420,000 shares of common stock with an exercise price
equal to the initial public offering price or market price on the date of grant.
Of these options, each of the six non-employee directors will each hold options
to purchase 10,000 shares that are exercisable immediately. In addition, Mr.
Wommack will hold options to purchase 40,000 shares, Mr. Huseman will hold
options to purchase 50,000 shares, and Mr. McClung will hold options to purchase
20,000 shares, which options will vest in one-quarter increments commencing on
the first anniversary of the closing of the offering. The options noted above
also include a grant to Mr. Person of options to purchase 30,000 shares of
common stock at the initial public offering price. These options will vest 20%
on the date of grant and in 20% increments on each subsequent anniversary of the
date of grant.

EMPLOYMENT AGREEMENTS

We have entered into an employment agreement with Mr. Huseman through April
30, 2004 with a minimum annual salary of $250,000 and an annual bonus ranging
from $50,000 to $250,000 based on the level of performance objectives achieved
by us. Under the employment agreement, Mr. Huseman has received a grant of
36,424 shares of stock in 1999. Under this agreement, as amended, Mr. Huseman
has received additional grants during 2000 of an additional 15,608 shares that
are subject to forfeiture if shares are not issued to JEDI II and 52,032 shares
of restricted stock that will vest on anniversaries of his employment
commencement date or earlier upon certain qualified terminations of his
employment, 15,608 shares of which are also subject to forfeiture if shares are
not issued to JEDI II. In addition, upon a qualified termination of employment
Mr. Huseman's base salary would be continued for the remainder of the term or
for 36 months, whichever is less. However, if a qualifying termination were to
occur following a change of control of Basic Energy, the above severance amount
would be paid a lump sum.

We have also entered into employment agreements with Ronald T. McClung, Dub
W. Harrison and Charles W. Swift through March 21, 2003. Under these agreements,
if the officer's employment is terminated for certain reasons, he would be
entitled to a lump sum severance payment equal to six months' annual salary, or
18 months annual salary if termination is on or following a change of control of
Basic Energy.

INDEMNIFICATION AGREEMENTS

We intend to enter into indemnification agreements with some of our
directors and officers under which we will indemnify such persons against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred as a result of the fact that such person, in his or her
capacity as a director or officer, is made or threatened to be made a party to
any suit or proceeding. These persons will be indemnified to the fullest extent
now or hereafter permitted by the General Corporation Law of the State of
Delaware. The indemnification agreements will also provide for the advancement
of expenses to these directors and officers in connection with any suit or
proceeding.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The descriptions set forth below are qualified in their entirety by
reference to the applicable agreements.

On September 1, 1997, we, along with Southwest Royalties, entered into an
agreement under which Southwest Royalties agreed to provide us with
administrative services, including accounting, bookkeeping, tax preparation and
banking and disbursement services for $12,000 monthly. This service agreement
was terminated December 31, 1999. We now provide our own administrative
services. We have performed well servicing and fluid services for Southwest
Royalties based on prices we believe to be comparable to prices charged in the
region. Fees paid to us by Southwest Royalties for these services were $508,000,
$906,000 and $1,010,000 for the years ended 1997, 1998 and 1999, respectively.

Effective January 1996, a subsidiary of Southwest Royalties began
performing computer services for us for $7,500 per month. This agreement is
terminable by either party within 30 days and is on terms that management
believes are no less favorable to Basic Energy than prevailing market rates.

Effective upon the completion of this offering, we will enter into a
consulting agreement with Mr. Person under which he will provide over a
five-year period assistance with acquisitions, due diligence, investor
relations, marketing, review of insurance coverage, recruitment of personnel,
and other services. As consideration for these services, we will grant to him
options to purchase 30,000 shares of common stock at the initial public offering
price. These options will vest 20% on the date of grant and in 20% increments on
each subsequent anniversary of the grant date.

William M. Kerr, Jr., a director of Basic Energy since January 1, 1998, is
a partner in the law firm of Kerr & Ward, LLP. During 1998 and 1999, Basic
Energy paid Kerr & Ward, LLP approximately $112,383 and $64,105, respectively,
in fees for legal services performed. Management believes that the fees paid
were no less favorable to Basic Energy than prevailing market rates for these
services.

We lease three well service rigs from Permian Basin Acquisition Group for
$11,000 per month, with an option to purchase the rigs for the lesser of (1) the
fair market value or (2) $180,000 per rig. Permian Basin Acquisition Group is
owned by H.H. Wommack, III, Ken Huseman, Bill Coggin and Steve Person.
Management believes that the terms of the lease are comparable to terms we could
have obtained from unrelated third parties through arms-length negotiation. We
will purchase these rigs with the net proceeds of this offering.

Approximately $47.7 million of the net proceeds from this offering and
borrowing under the CIT credit facility will be paid to ENA CLO I and JEDI II as
a repayment of the senior note and a portion of the subordinated notes,
including accrued and unpaid interest on the notes, as well as the redemption of
Series A Cumulative Preferred Stock. JEDI II currently beneficially owns
approximately 28.8% of our outstanding common stock and will own approximately
11.6% of our outstanding common stock upon the completion of this offering. In
connection with this repayment, the holder has agreed to amend certain covenants
and will receive an amendment fee of $500,000. Please read "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and "Principal Stockholders" for
a description of our relationship with JEDI II following this offering.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial
ownership of the common stock of Basic Energy as of May 15, 2000, giving effect
to the conversion of Series B Preferred Stock owned by JEDI II, by each person
who is known by Basic Energy to own beneficially 5% or more of the common stock,
by our named executive officer, our directors and by all of our executive
officers and directors as a group. Unless otherwise indicated, the address of
each stockholder listed below is Southwest Royalties Building, 407 N. Big
Spring, Midland, TX 79701-4326.

SHARES OF PERCENT OF PERCENT OF
COMMON CLASS BEFORE CLASS AFTER
NAME OF BENEFICIAL OWNER STOCK OFFERING OFFERING
- ------------------------ --------- ------------ -----------

Southwest Royalties Holdings, Inc.(1)....................... 1,736,284 66.7% 26.9%
Southwest Partners II, L.P.(2).............................. 430,284 16.5 6.7
Southwest Partners III, L.P.(3)............................. 802,000 30.8 12.4
Joint Energy Development Investments II Limited
Partnership(4)............................................ 749,264 28.8 11.6
c/o Enron Corp.
1400 Smith Street
Houston, TX 77002
H. H. Wommack, III(5)....................................... 1,746,284 66.9 26.9
Kenneth V. Huseman(6)....................................... 104,064 4.0 1.6
William M. Kerr, Jr.(7)..................................... 10,000 * *
Paul L. Morris(7)........................................... 10,000 * *
William J. Myers(7)......................................... 10,000 * *
J. Steven Person(8)......................................... 16,000 * *
Clifford Strozier(7)........................................ 10,000 * *
Directors and Executive Officers as a Group (10
persons)(9)............................................... 1,916,348 71.8% 29.3%

- ---------------

* Less than one percent.

(1) Southwest Royalties Holdings directly owns 504,000 shares, or 19.4% of total
shares outstanding before the offering and indirectly beneficially owns an
additional 1,232,284 shares, or 47.3% of total shares outstanding before the
offering through Southwest Royalties. Southwest Royalties, Inc. a
wholly-owned subsidiary of Southwest Royalties Holdings, controls the vote
of all shares owned by Southwest Partners II and Southwest Partners III as
general partner of each of the two partnerships. The number of beneficially
owned shares and percentage of class listed above reflect this control. The
stockholders of Southwest Royalties Holdings who beneficially own 5% or more
of the common stock of Southwest Royalties Holdings are H. H. Wommack, III
and George H. Jewell, who own 72.9% and 5.7% of its common stock,
respectively.

(2) Southwest Royalties owns 15% of the partnership interests in Southwest
Partners II as the general partner. No other person owns 5% or more of the
partnership interests.

(3) Southwest Royalties owns 15% of the partnership interests in Southwest
Partners III as the general partner. No other person owns 5% or more of the
partnership interests.

(4) Reflects the redemption of Series A Cumulative Preferred Stock with the
proceeds of this offering prior to June 30, 2000. JEDI II holds 1,000 shares
of Series B Convertible Preferred Stock. The shares of Series B Convertible
Preferred Stock are convertible into fully paid and non-assessable shares of
common stock, and JEDI II has agreed to the conversion of these shares
effective upon the completion of this offering into 749,264 shares of common
stock and the cancellation of the Series C Convertible Preferred Stock upon
payment of $1,000. The general partner of JEDI II is an indirect wholly
owned subsidiary of Enron Corp. Enron is the holding company of an
integrated natural gas and electricity group headquartered in Houston,
Texas. The limited partners of JEDI II are CalPERS and an indirect wholly
owned subsidiary of Enron. CalPERS is the largest public pension system in
the United States and is headquartered in Sacramento, California.

(5) Reflects the beneficial ownership of H. H. Wommack, III, the majority
shareholder of Southwest Royalties Holdings and the intercompany
relationships discussed in footnotes 1, 2 and 3 above. Also

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includes 10,000 shares issuable within 60 days under options that will be
granted under the 2000 Stock Plan upon completion of this offering at the
initial public offering price. Does not include 40,000 shares of common
stock under options that are not exercisable within 60 days that will be
granted under the 2000 Stock Plan concurrently with this offering at the
initial public offering price.

(6) Includes 41,626 shares of common issued but subject to vesting and
forfeiture under Mr. Huseman's employment agreement, as amended. Does not
include 50,000 shares of common stock under options that are not exercisable
within 60 days that will be granted under the 2000 Stock Plan concurrently
with this offering.

(7) Includes 10,000 shares issuable within 60 days underlying options that will
be granted under the 2000 Stock Plan upon completion of this offering. The
exercise price for these options will be the market price on the date of
grant.

(8) Includes 16,000 shares issuable within 60 days under options that will be
granted under the 2000 Stock Plan concurrently with this offering. The
exercise price for options for 10,000 shares will be the market price on the
date of grant and options for 6,000 shares will be the initial public
offering price. Does not include 24,000 shares of common stock under options
that are not exercisable within 60 days that will be granted under the 2000
Stock Plan upon completion of this offering.

(9) Includes 66,000 shares issuable within 60 days underlying options that will
be granted under the 2000 Stock Plan concurrently with this offering. The
exercise price for these options will be the initial public offering price
or the market price on the date of grant.

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DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of Basic Energy consists of:

- 25,000,000 shares of common stock, $0.01 par value;

- 5,000,000 shares of preferred stock, $0.01 par value, of which the
following shares have, or, in the case of the Series One Junior
Participating Preferred Stock, will have, the following designations:

- 1,000 shares of Series A Cumulative Preferred Stock, $10,000
liquidation preference;

- 1,000 shares of Series B Convertible Preferred Stock, $1 liquidation
preference;

- one share of Series C Convertible Preferred Stock, $1,000 liquidation
preference; and

- 500,000 shares of Series One Junior Participating Preferred Stock,
$.01 par value.

Immediately prior to the offering and prior to the conversion of the Series
B Convertible Preferred Stock, 1,852,348 shares of common stock will be
outstanding. Five hundred shares of Series A Cumulative Preferred Stock and one
share of Series C Convertible Preferred Stock have been issued but will be
redeemed or cancelled upon the completion of this offering, and 1,000 shares of
Series B Convertible Preferred Stock will be converted into an aggregate of
749,264 shares of common stock. The following description of capital stock gives
effect to the issuance of the preferred share purchase rights, the redemption of
Series A Cumulative Preferred Stock, the conversion of the Series B Convertible
Preferred Stock and the cancellation of the Series C Convertible Preferred
Stock.

The following summarizes the material provisions of our capital stock and
important provisions of our certificate of incorporation and bylaws. This
summary is qualified by our certificate of incorporation and bylaws, copies of
which have been filed as exhibits to the registration statement of which this
prospectus is a part and by the provisions of applicable law.

COMMON STOCK

Following the offering, 6,469,946 shares of common stock will be issued and
outstanding. Holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Because holders of common stock do
not have cumulative voting rights, the holders of a majority of the shares of
common stock can elect all of the members of the board of directors standing for
election. The holders of common stock are entitled to receive dividends as may
be declared by the board of directors. However, no dividends may be paid or
declared until all of the Series A Cumulative Preferred Stock has been redeemed.
Subject to any prior rights of outstanding preferred stock, the common stock is
entitled to receive pro rata all of the assets of Basic Energy available for
distribution to its stockholders. There are no redemption or sinking fund
provisions applicable to the common stock. All outstanding shares of common
stock are fully paid and non-assessable.

PREFERRED STOCK

Subject to the provisions of the certificate of incorporation and
limitations prescribed by law, the board of directors has the authority to issue
up to 5,000,000 shares of preferred stock in one or more series and to fix the
rights, preferences, privileges and restrictions of the preferred stock,
including dividend rights, dividend rates, conversion rates, voting rights,
terms of redemption, redemption prices, liquidation preferences and the number
of shares constituting any series or the designation of the series, which may be
superior to those of the common stock, without further vote or action by the
stockholders. There will be no shares of Series A Cumulative Preferred Stock,
Series B Convertible Preferred Stock or Series C Convertible Preferred Stock
outstanding after the closing of the offering. Other than the potential sale of
Series D Preferred Stock described below or in connection with the preferred
share purchase rights, we have no present plans to issue any additional shares
of preferred stock.

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One of the effects of undesignated preferred stock may be to enable the
board of directors to render more difficult or to discourage an attempt to
obtain control of Basic Energy by means of a tender offer, proxy contest, merger
or otherwise, and as a result, protect the continuity of Basic Energy's
management. The issuance of shares of the preferred stock under the board of
directors' authority described above may adversely affect the rights of the
holders of common stock. For example, preferred stock issued by Basic Energy may
rank prior to the common stock as to dividend rights, liquidation preference or
both, may have full or limited voting rights and may be convertible into shares
of common stock. Accordingly, the issuance of shares of preferred stock may
discourage bids for the common stock or may otherwise adversely affect the
market price of the common stock.

Prior to the consummation of this offering, it is anticipated that the
board of directors will establish the Series One Preferred Stock with 500,000
authorized shares, none of which will be outstanding as of the date of this
prospectus. Series One Preferred Stock will rank junior to all other series of
preferred stock that may be established by the board of directors with respect
to the payment of dividends and the distribution of assets upon liquidation. In
general, the voting, dividend and liquidation rights of Series One Preferred
Stock are designed so that one one-hundredth of a share of Series One Preferred
Stock will be the equivalent of one share of common stock. For a statement of
the rights and privileges of Series One Preferred Stock, reference is made to
Basic Energy's Form of Certificate of Designations for the Series One Preferred
Stock, a copy of which is filed as an exhibit to the registration statement of
which this prospectus is a part.

Series D Cumulative Preferred Stock. Enron North America Corp. has agreed,
if requested by us to purchase up to 500 shares of Series D Cumulative Preferred
Stock at a purchase price of $10,000 per share in the event that the aggregate
offering price of shares sold in this initial public offering of common stock is
less than $55 million. If issued, the Series D Preferred Stock will rank senior
to all other classes and series of our equity securities as to redemption,
dividends and liquidation unless the holder of the Series D Preferred Stock
approves the issuance of equity securities that are not junior to the rights of
the Series D Preferred Stock. Dividends on the Series D Preferred Stock will
accrue at an annual rate of 12% until June 30, 2001, 14% after June 30, 2001
until June 30, 2002 and 16% after June 30, 2002 and will be payable quarterly in
cash commencing September 30, 2000. The Series D Preferred Stock will have a
liquidation preference of $10,000 per share. The Series D Preferred Stock will
be redeemable by us at any time prior to December 31, 2000 for an amount equal
to the liquidation preference plus accrued and unpaid dividends. After December
31, 2000, the Series D Preferred Stock will be redeemable by us for an amount
equal to 110% of the liquidation preference plus accrued and unpaid dividends.
Copies of the subscription agreement and the form of Certificate of Designations
of the Series D Preferred Stock have been filed as exhibits to the registration
statement of which this prospectus is a part, and are incorporated in the
registration statement by reference.

DESCRIPTION OF PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS

Written Consent of Stockholders

Our certificate of incorporation and bylaws provide that any action
required or permitted to be taken by our stockholders must be taken at a duly
called meeting of stockholders and not by written consent.

Amendment of the Bylaws

Under Delaware law, the power to adopt, amend or repeal bylaws is conferred
upon the stockholders. A corporation may, however, in its certificate of
incorporation also confer upon the board of directors the power to adopt, amend
or repeal its bylaws. Our charter and bylaws grant our board the power to adopt,
amend and repeal our bylaws on the affirmative vote of a majority of the
directors then in office. Our stockholders may adopt, amend or repeal our bylaws
but only at any regular or special meeting of stockholders by the holders of not
less than 66 2/3% of the voting power of all outstanding voting stock.

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Special Meetings of Stockholders

Our bylaws preclude the ability of our stockholders to call special
meetings of stockholders.

Other Limitations on Stockholder Actions

Advance notice is required for stockholders to nominate directors or to
submit proposals for consideration at meetings of stockholders. In addition, the
ability of our stockholders to remove directors without cause is precluded.

Classified Board

Only one of three classes of directors is elected each year. See
"Management -- Classified Board."

Limitation of Liability of Officers and Directors

Our certificate of incorporation provides that no director shall be
personally liable to Basic Energy or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability as follows:

- for any breach of the director's duty of loyalty to Basic Energy or its
stockholders;
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of laws;
- for unlawful payment of a dividend or unlawful stock purchase or stock
redemption; and
- for any transaction from which the director derived an improper personal
benefit.

The effect of these provisions is to eliminate the rights of Basic Energy
and its stockholders, through stockholders' derivative suits on behalf of Basic
Energy, to recover monetary damages against a director for a breach of fiduciary
duty as a director, including breaches resulting from grossly negligent
behavior, except in the situations described above.

Business Combination Under Delaware Law

We are subject to Delaware's anti-takeover law, which is Section 203 of the
Delaware General Corporation Law. This law provides that specified persons who,
together with affiliates and associates, own, or within three years did own, 15%
or more of the outstanding voting stock of a corporation may not engage in
certain business combinations with the corporation for a period of three years
after the date on which the person became an interested stockholder. The law
does not include interested stockholders prior to the time our common stock is
listed on the Nasdaq National Market. The law defines the term "business
combination" to encompass a wide variety of transactions with or caused by an
interested stockholder, including mergers, asset sales and other transactions in
which the interested stockholder receives or could receive a benefit on other
than a pro rata basis with other stockholders. This provision has an
anti-takeover effect with respect to transactions not approved in advance by our
board of directors, including discouraging takeover attempts that might result
in a premium over the market price for the shares of our common stock. With
approval of our stockholders, we could amend our certificate of incorporation in
the future to elect not to be governed by the anti-takeover law. This election
would be effective 12 months after the adoption of the amendment and would not
apply to any business combination between Basic Energy and any person who became
an interested stockholder of Basic Energy on or before the adoption of the
amendment.

RIGHTS TO PURCHASE PREFERRED STOCK

Prior to the consummation of this offering, our board expects to declare a
dividend of one preferred share purchase right for each outstanding share of
common stock. Our board will also approve the further issuance of rights with
respect to all shares of common stock that we issue after that date and prior to
the rights becoming exercisable. The rights will be issued under a rights
agreement between our company and

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American Stock Transfer & Trust Company, as rights agent. The following summary
of the rights is qualified in its entirety by reference to the rights agreement,
a copy of which is filed as an exhibit to the registration statement of which
this prospectus is a part. When the rights become exercisable, each right will
entitle the registered holder to purchase from us one one-hundredth of a share
of Series One Preferred Stock at a price of $70.00 in cash, subject to
adjustment. Until the occurrence of specified events, the rights:

- are not exercisable;
- will be evidenced by the certificates for our common stock; and
- will not be transferable apart from our common stock.

Detachment of Rights; Exercise. The rights will attach to all certificates
representing outstanding shares of common stock and no separate right
certificates will be distributed. The rights will separate from the common stock
on a distribution date, which will occur upon the earlier of:

- ten business days following the public announcement that a person or
group, other than exempt persons, has acquired beneficial ownership of
15% or more of our outstanding voting securities; or
- ten business days following the commencement or announcement of an
intention to commence a tender offer or exchange offer, which, if
completed, would result in the beneficial ownership by a person or group,
other than exempt persons, of 15% or more of our outstanding voting
securities.

The rights will not be exercisable until the distribution date. As soon as
practicable following the distribution date, separate certificates evidencing
the rights will be mailed to holders of record of our common stock as of the
close of business on the distribution date. After mailing, the separate
certificates alone will evidence the rights.

If a person or group, other than exempt persons, were to acquire 15% or
more of our voting securities, each right then outstanding would become a right
to buy that number of shares of common stock that at the time of the acquisition
of 15% or more of our voting securities would have a market value of two times
the exercise price of the right. Rights beneficially owned by the acquiring
person or group would, however, become null and void.

If, following the occurrence of a distribution date, we were acquired in a
merger or other business combination transaction, the rights agreement requires
that the documents relating to the business combination must contain provisions
relating to the rights. Those documents must provide that, after the merger or
other business combination, each holder of a right would have the right to
receive, upon exercise at the then current exercise price, that number of shares
of common stock of the acquiring company that at the time would have a market
value of two times the exercise price of the right.

Exempt persons under the rights agreement include (1) Basic Energy and its
subsidiaries, (2) H.H. Womack, III, his spouse, heirs and their affiliates, (3)
Southwest Royalties Holdings, Inc., Southwest Partners II, L.P. and Southwest
Partners III, L.P. and their affiliates and associates, and (4) JEDI II so long
as JEDI II does not own in excess of 15% of the shares of common stock
then-outstanding.

Antidilution and Other Adjustments. The number of shares or fractions of
Series One Preferred Stock or other securities or property issuable upon
exercise of the rights, and the purchase price payable, are subject to customary
adjustments from time to time to prevent dilution. The number of outstanding
rights and the number of shares or fractions of Series One Preferred Stock
issuable upon exercise of each right are also subject to adjustment if any of
the following events occurs prior to the distribution date:

- a stock dividend on our common stock payable in our common stock; or

- any subdivision, consolidation or combination of our common stock.

Exchange Option. At any time after the acquisition by a person or group,
other than an exempt person, of beneficial ownership of 15% or more but less
than 50% of our outstanding voting securities, our board may, at its option,
issue common stock in mandatory redemption of all or part of the rights. In such
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event, any rights owned by the acquiring person or group would become null and
void. The redemption must be at an exchange ratio of one share of our common
stock for each two shares of our common stock for which each right is then
exercisable, subject to adjustment.

Redemption of Rights. At any time prior to the first public announcement
that a person or group has become the beneficial owner of 15% or more of our
outstanding voting securities, our board may redeem all but not less than all
the then outstanding rights at a price of $.01 per right. The redemption of the
rights may be made effective at the time, on the basis and with the conditions
that the board may establish. Immediately after our board's decision to redeem
the rights, the right to exercise the rights will terminate and the only right
of the holders of rights will be to receive the redemption price.

Expiration; Amendment of Rights. The rights will expire at the close of
business on the date ten years from the date the rights are first issued unless
earlier extended, redeemed or exchanged. Our board may amend the terms of the
rights without the consent of the holders of the rights. This includes
amendments to extend the expiration date of the rights, and, if a distribution
date has not occurred, to extend the period during which the rights may be
redeemed. After the first public announcement that a person or group, other than
an exempt person, has become the beneficial owner of 15% or more of our
outstanding voting securities, no amendment may materially and adversely affect
the interests of holders of the rights.

REGISTRATION RIGHTS

Under the terms of a registration rights agreement dated as of March 31,
1999, Basic Energy granted to JEDI II the right to require Basic Energy to
register shares of our common stock. JEDI II may require Basic Energy to
register shares of common stock on up to three occasions after the completion of
an initial public offering. In addition, JEDI II may require Basic Energy to
include shares of common stock in a registration statement filed by Basic Energy
other than on Forms S-4 or S-8 or any successor forms. The rights of JEDI II
will terminate whenever the shares covered by this agreement may be sold under
Rule 144(k) or JEDI II has disposed of these shares in connection with a
registration statement or under Rule 144.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is American Stock
Transfer & Trust Company.

LISTING

Application has been made to include our shares of common stock for
quotation on the Nasdaq National Market under the symbol "BASC".

52
57

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common
stock. The market price of our common stock could drop due to sales of a large
number of shares of our common stock or the perception that these sales could
occur. These factors also could make it more difficult to raise funds through
future offerings of common stock.

After this offering, 6,469,946 shares of common stock will be outstanding,
or 7,024,946 shares if the underwriters exercise their over-allotment option in
full. Of these shares, the 3,700,000 shares sold in this offering, or 4,255,000
shares if the underwriters exercise their over-allotment option in full, will be
freely tradable without restriction under the Securities Act except for any
shares purchased by one of our "affiliates" as defined in Rule 144 under the
Securities Act. A total of 2,769,946 shares will be "restricted securities"
within the meaning of Rule 144 under the Securities Act or subject to lock-up
arrangements. An aggregate of 2,570,393 of these shares will become available
for resale in the public market as shown in the chart below:

DATE OF ELIGIBILITY FOR RESALE
NUMBER OF SHARES INTO PUBLIC MARKET
- ----------------- ------------------------------

2,533,972 180 days after the date of this prospectus due to a lock-up
agreement these stockholders have with Prudential Securities
Incorporated.
36,421 Between 181 and 365 days after the date of this prospectus
due to the requirements of the federal securities laws.

In addition, options to purchase an aggregate of 72,000 shares that will be
issued concurrently with this offering at the initial public offering price or
the market price on the date of grant will be exercisable immediately subject to
lock up arrangements and restrictions under Rule 144 under the Securities Act
for "affiliates."

The restricted securities generally may not be sold unless they are
registered under the Securities Act or are sold under an exemption from
registration, such as the exemption provided by Rule 144 under the Securities
Act.

Our officers and directors and all stockholders have entered into lock-up
agreements under which we and they have agreed not to offer or sell any shares
of common stock or securities convertible into or exchangeable or exercisable
for shares of common stock for a period of 180 days from the date of this
prospectus without the prior written consent of Prudential Securities
Incorporated, on behalf of the underwriters. Prudential Securities Incorporated
may, at any time and without notice, waive any of the terms of these lock-up
agreements. Prudential Securities Incorporated has no present intent or
understanding to release any of the shares subject to the lock-up agreements.
Following the lock-up period, these shares will not be eligible for sale in the
public market without registration under the Securities Act unless these sales
meet the conditions and restrictions of Rule 144 as described below.

As restrictions on resale end, the market price of our common stock could
drop significantly if the holders of these restricted shares sell them, or are
perceived by the market as intending to sell them.

RULE 144

In general, under Rule 144 as currently in effect, any person (or persons
whose shares are aggregated), including an affiliate, who has beneficially owned
shares for a period of at least one year is entitled to sell, within any
three-month period, a number of shares that does not exceed the greater of:

- 1% of the then outstanding shares of common stock; and
- the average weekly trading volume in the common stock on the Nasdaq
National Market during the four calendar weeks immediately preceding the
date on which the notice of the sale on Form 144 is filed with the
Securities Exchange Commission.

53
58

Sales under Rule 144 are also subject to other provisions relating to
notice and manner of sale and the availability of current public information
about us.

RULE 144(k)

Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at any time during the 90 days preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years,
including the holding period of any prior owner other than an "affiliate," is
entitled to sell the shares without complying with the manner of sale, public
information, volume limitation or notice provision of Rule 144.

54
59

UNDERWRITING

We have entered into an underwriting agreement with the underwriters named
below, for whom Prudential Securities Incorporated, Johnson Rice & Company
L.L.C. and Simmons & Company International are acting as representatives. We are
obligated to sell and the underwriters are obligated to purchase, all of the
shares offered on the cover page of this prospectus, if any are purchased.
Subject to certain conditions of the underwriting agreement, each underwriter
has severally agreed to purchase the shares indicated opposite its name:

NUMBER
OF SHARES
UNDERWRITERS ---------

Prudential Securities Incorporated..........................
Johnson Rice & Company L.L.C................................
Simmons & Company International.............................

---------
Total.................................................. 3,700,000
=========

The underwriters may sell more shares than the total number of shares
offered on the cover page of this prospectus and they have, for a period of 30
days from the date of this prospectus, an over-allotment option to purchase up
to 555,000 additional shares from us. If any additional shares are purchased,
the underwriters will severally purchase the shares in the same proportion as
per the table above.

The representatives of the underwriters have advised us that the shares
will be offered to the public at the offering price indicated on the cover page
of this prospectus. The underwriters may allow to selected dealers a concession
not in excess of $ per share and such dealers may reallow a concession not
in excess of $ per share to certain other dealers. After the shares are
released for sale to the public, the representatives may change the offering
price and the concessions. The representatives have informed us that the
underwriters do not intend to sell shares to any investor who has granted them
discretionary authority.

We have agreed to pay to the underwriters the following fees, assuming both
no exercise and full exercise of the underwriters' over-allotment option to
purchase additional shares:

TOTAL FEES
--------------------------------------------------------
FEE PER WITHOUT EXERCISE OF FULL EXERCISE OF
SHARE OVER-ALLOTMENT OPTION OVER-ALLOTMENT OPTION
-------- --------------------- ---------------------

Fees paid by us.............................. $ $ $

In addition, we estimate that we will spend approximately $1,000,000 in
expenses for this offering. We and Southwest Royalties Holdings have agreed to
indemnify the underwriters against certain liabilities, including liabilities
under the Securities Act, or contribute to payments that the underwriters may be
required to make in respect of these liabilities.

We, our officers and directors and all of our stockholders have entered
into lock-up agreements in which we and they have agreed not to offer or sell
any shares of common stock or securities convertible into or exchangeable or
exercisable for shares of common stock for a period of 180 days from the date of
this prospectus without the prior written consent of Prudential Securities
Incorporated, on behalf of the underwriters. Prudential Securities Incorporated
may, at any time and without notice, waive the terms of these lock-up agreements
specified in the underwriting agreement.

55
60

Prior to this offering, there has been no public market for our common
stock. The public offering price, negotiated between us, and the
representatives, is based upon our financial and operating history and
conditions, its prospects, the prospects for the industry we are in and
prevailing market conditions.

Prudential Securities Incorporated, on behalf of the underwriters, may
engage in the following activities in accordance with applicable securities
rules:

- Over-allotments involving sales in excess of the offering size, creating
a short position. Prudential Securities Incorporated may elect to reduce
this short position by exercising some or all of the over-allotment
option.

- Stabilizing and short cover stabilizing bids to purchase the shares are
permitted if they do not exceed a specified maximum price. After the
distribution of shares has been completed, short covering purchases in
the open market may also reduce the short position. These activities may
cause the price of the shares to be higher than would otherwise exist in
the open market.

- Penalty bids permitting the representatives to reclaim concessions from a
syndicate member for the shares purchased in the stabilizing or short
covering transactions.

These activities, which may be commenced and discontinued at any time, may
be effected on the Nasdaq National Market, in the over-the-counter market or
otherwise.

Each underwriter has represented that it has complied and will comply with
all applicable laws and regulations in connection with the offer, sale or
delivery of the shares and related offering materials in the United Kingdom,
including:

- the Public Offers of Securities Regulations 1995;

- the Financial Services Act 1986; and

- the Financial Services Act 1986, (Investment Advertisements) (Exemptions)
Order 1996 (as amended).

Prudential Securities Incorporated facilitates the marketing of new issues
online through its PrudentialSecurities.com division. Clients of Prudential
Advisor(SM), a full service brokerage firm program, may view offering terms and
a prospectus online and place orders through their financial advisors.

We have asked the underwriters to reserve up to 185,000 shares for sale at
the same offering price directly to our officers, directors, employees and other
business affiliates or related third parties. The number of shares available for
sale to the general public in the offering will be reduced to the extent such
persons purchase the reserved shares. The shares sold will not be subject to
lock-up agreements unless subject to NASD lock-up rules.

LEGAL MATTERS

The validity of the shares of common stock offered by this prospectus will
be passed upon for us by Andrews & Kurth L.L.P., Houston, Texas and passed upon
for the underwriters by Vinson & Elkins L.L.P., Houston, Texas.

EXPERTS

Basic Energy's financial statements as of December 31, 1998 and 1999, and
for each of the years in the three year period ended December 31, 1999, have
been included in this prospectus and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public accountants, appearing
elsewhere in this prospectus, and upon the authority of said firm as experts in
accounting and auditing.

56
61

AVAILABLE INFORMATION

We have filed a registration statement on Form S-1 to register with the SEC
the common stock offered by this prospectus. This prospectus is a part of that
registration statement. As allowed by SEC rules, this prospectus does not
contain all of the information contained in the registration statement or the
exhibits to the registration statement.

We are subject to the informational requirements of the Securities Exchange
Act of 1934. Accordingly, we will file annual, quarterly and current reports,
proxy statements, and other information with the SEC. The public may read and
copy any reports, statements, or other information that we file at the SEC's
public reference room at Judiciary Plaza, 450 Fifth Street N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the public
reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also
available to the public from commercial document retrieval services and at the
web site maintained by the SEC at "http://www.sec.gov."

You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

Basic Energy Services, Inc.
Attention: Chief Financial Officer
406 North Big Spring
Midland, Texas 79701
(915) 570-0829

57
62

INDEX TO FINANCIAL STATEMENTS

PAGE
----

Unaudited Pro Forma Combined Financial Statements of Basic
Energy Services, Inc. .................................... F1-1
Unaudited Pro Forma Combined Balance Sheet as of March 31,
2000................................................... F1-2
Unaudited Pro Forma Combined Statement of Operations for
the year ended December 31, 1999....................... F1-3
Unaudited Pro Forma Combined Statement of Operations for
the three months ended March 31, 2000.................. F1-4
Notes to Unaudited Pro Forma Combined Financial
Statements............................................. F1-5

Historical Financial Statements of Basic Energy Services,
Inc.
Independent Auditors' Report.............................. F2-1
Balance Sheets at December 31, 1998 and 1999, and March
31, 2000 (unaudited)................................... F2-2
Statements of Operations for the years ended December 31,
1997, 1998 and 1999, and the three months ended March
31, 1999 and 2000 (unaudited).......................... F2-3
Statements of Stockholders' Equity for the years ended
December 31, 1997, 1998 and 1999, and the three months
ended March 31, 2000 (unaudited)....................... F2-4
Statements of Cash Flows for the years ended December 31,
1997, 1998 and 1999, and the three months ended March
31, 1999 and 2000 (unaudited).......................... F2-5
Notes to Financial Statements............................. F2-6

F-1
63

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Our unaudited pro forma combined balance sheet has been prepared to give
effect to the acquisitions of Turn Around Trucking, Inc., Trinity Services,
Sundown Operating, Inc., Eunice Well Servicing Co., Inc., and Gold Star Service
Company, Inc., which are collectively referred to as the Acquisitions, and to
the issuance of 3,700,000 shares of common stock in an initial public offering
and the application of proceeds therefrom as if these transactions had occurred
on March 31, 2000. Our unaudited pro forma combined statement of operations has
been prepared to give effect to the Acquisitions and to the issuance of
3,700,000 shares of common stock in an initial public offering and the
application of the proceeds thereof as if these transactions had occurred on
January 1, 1999. The acquisition of Harrison Well Service, Inc. has not been
reflected in these pro forma financial statements because that business is
inactive.

Future results may vary significantly from the results reflected in the
accompanying unaudited pro forma combined financial statements because of, among
other factors, changes in product and service prices and future acquisitions.

The unaudited pro forma adjustments relative to the Acquisitions are based
upon preliminary estimates. We do not believe that the actual adjustments will
differ significantly from these preliminary estimates. The only expected
differences relate to changes in working capital items and tax basis of the
companies being acquired prior to their acquisition. Such differences are
expected to be minor. The unaudited pro forma adjustments related to the
anticipated initial public offering are based on preliminary estimates of the
number of shares of common stock to be sold and the price to be received for
each share. The estimates of these amounts may vary significantly and,
therefore, the net proceeds available from the offering may be significantly
different than anticipated herein.

The unaudited pro forma combined financial statements should be read in
conjunction with our financial statements.

F1-1
64

BASIC ENERGY SERVICES, INC.

PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 2000
(IN THOUSANDS)

TURN EUNICE
BASIC ENERGY AROUND TRINITY WELL GOLD STAR SUNDOWN
SERVICES, INC. TRUCKING SERVICES SERVICING SERVICE OPERATING
-------------- -------- -------- -------------- --------- ---------

ASSETS
CURRENT ASSETS
Cash and cash equivalents............. $ 520 $ 384 $105 $ 119 $ 99 $ 1,654
Trade accounts receivable, net of
allowance........................... 8,238 932 146 520 307 795
Accounts receivable -- related
party............................... 69 743
Inventories........................... 118 95 -- 5 20 46
Deferred tax asset-current............ -- 72
Other assets.......................... 794 575 13 55 9 76
-------- ------ ---- ------ ------ -------
Total current assets............ 9,739 1,986 264 699 435 3,386
PROPERTY AND EQUIPMENT, NET............. 31,155 2,577 169 915 741 1,384
OTHER ASSETS
Deferred loan costs, net of
amortization........................ 368 -- -- 19 -- --
Goodwill, net of amortization......... 4,542 -- -- -- -- --
Other receivable -- related party..... -- -- -- -- -- 90
Other................................. 1,776 -- -- 39 4 234
-------- ------ ---- ------ ------ -------
Total other assets.............. 6,686 -- -- 58 4 324
TOTAL ASSETS............................ $ 47,580 $4,563 $433 $1,672 $1,180 $ 5,094
======== ====== ==== ====== ====== =======

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt..... $ 3,697 $ 678 $251 $ 223 $ 33 $ --
Accounts payable...................... 4,542 244 2 159 63 96
Accrued expenses...................... 1,745 -- -- 26 34 489
Other current liabilities............. -- -- -- -- 1 --
-------- ------ ---- ------ ------ -------
Total current liabilities....... 9,984 922 253 408 131 585
LONG-TERM DEBT.......................... 49,645 1,631 9 768 -- --
DEFERRED TAX LIABILITY -- NON CURRENT... 1,762 601 44 42
STOCKHOLDERS' EQUITY:
Preferred stock....................... 5,466 -- -- -- -- --
Common stock.......................... 19 1 5 1 3
Additional paid-in capital............ 25,845 9 24 2,563
Treasury stock........................ (10) (2,566)
Deferred compensation................. (624)
Accumulated earnings (deficit)........ (44,517) 1,399 171 501 980 4,467
-------- ------ ---- ------ ------ -------
Total stockholders' equity...... (13,811) 1,409 171 496 1,005 4,467
-------- ------ ---- ------ ------ -------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY................................ $ 47,580 $4,563 $433 $1,672 $1,180 $ 5,094
======== ====== ==== ====== ====== =======

PRO FORMA
ADJUSTMENTS
DEBIT (CREDIT) PRO FORMA
-------------- ---------

ASSETS
CURRENT ASSETS
Cash and cash equivalents............. $(17,766)(1) $ 2,540
15,803(2)
1,622(4)
Trade accounts receivable, net of
allowance........................... (146)(1) 10,792
Accounts receivable -- related
party............................... 812
Inventories........................... 284
Deferred tax asset-current............ 72
Other assets.......................... (13)(1) 1,509
--------
Total current assets............ 16,009
PROPERTY AND EQUIPMENT, NET............. 8,143(1) 45,084
OTHER ASSETS
Deferred loan costs, net of
amortization........................ (19)(1) 1,050
1,050(4)
(368)(2)
Goodwill, net of amortization......... 6,141(1) 10,683
Other receivable -- related party..... 90
Other................................. 200(1) 2,253
--------
Total other assets.............. 14,076
TOTAL ASSETS............................ $ 75,169
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt..... 251(1) $ 3,333
4,631(2)
(3,333)(4)
Accounts payable...................... 2(1) 5,104
Accrued expenses...................... 2,294
Other current liabilities............. 1
--------
Total current liabilities....... 10,732
LONG-TERM DEBT.......................... 24,716(2) 26,667
661(4)
9(1)
DEFERRED TAX LIABILITY -- NON CURRENT... (2,361)(1) 4,681
129(2)
STOCKHOLDERS' EQUITY:
Preferred stock....................... 5,465(2) --
1(3)
Common stock.......................... 9(1) 64
--
(37)(2)
(7)(3)
Additional paid-in capital............ 608(1) 78,405
--
(50,578)(2)
6(3)
Treasury stock........................ (2,576)(1) --
Deferred compensation................. (624)
Accumulated earnings (deficit)........ 7,518(1) (44,756)
239(2)
--------
Total stockholders' equity...... 33,089
--------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY................................ $ 75,169
========

See accompanying notes to unaudited pro forma combined financial statements

F1-2
65

BASIC ENERGY SERVICES, INC.

PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)

TURN EUNICE
BASIC ENERGY AROUND TRINITY WELL GOLD STAR SUNDOWN
SERVICES, INC. TRUCKING SERVICES SERVICING SERVICE OPERATING
-------------- -------- -------- --------- --------- ---------

REVENUES
Well servicing............................ 24,453 $ -- $1,148 $2,094 $ -- $ 5,653
Fluid services............................ 12,878 5,288 -- -- 1,759 --
-------- ------ ------ ------ ------ -------
37,331 5,288 1,148 2,094 1,759 5,653
EXPENSES
Well servicing............................ 20,164 -- 501 1,645 -- 3,269
Fluid services............................ 9,613 3,608 -- -- 1,591 --
General and administrative................ 5,229 1,160 275 391 1,321
Depreciation and amortization............. 6,747 504 52 260 114 300
-------- ------ ------ ------ ------ -------
41,753 5,272 828 2,296 1,705 4,890
OPERATING INCOME (LOSS)..................... (4,422) 16 320 (202) 54 763
OTHER INCOME (EXPENSE)
Interest income........................... 100 37 -- 3 -- 105
Interest expense.......................... (6,065) (219) (24) (123) (9) --
Gain (loss) on sale of assets............. (301) 82 (2) 117 -- --
Other, net................................ 45 (6) 1 16 18 1
-------- ------ ------ ------ ------ -------
(6,221) (106) (25) 13 9 106
INCOME (LOSS) BEFORE INCOME TAXES........... (10,643) (90) 295 (189) 63 869
Income tax (expense) benefit.............. (2,328) 23 -- 30 36 (329)
-------- ------ ------ ------ ------ -------
NET INCOME (LOSS)........................... (12,971) (67) $ 295 $ (159) $ 99 $ 540
-------- ------ ------ ------ ------ -------
PREFERRED STOCK DIVIDENDS................... 430 -- -- -- -- --
-------- ------ ------ ------ ------ -------
NET INCOME (LOSS) AVAILABLE TO COMMON
STOCKHOLDERS.............................. $(13,401) $ (67) $ 295 $ (159) $ 99 $ 540
======== ====== ====== ====== ====== =======
PRO FORMA NET LOSS PER SHARE................ $ (5.14)
========

PRO FORMA
ADJUSTMENTS
DEBIT (CREDIT) PRO FORMA
-------------- ---------

REVENUES
Well servicing............................ $ 142(6) $ 33,206
Fluid services............................ 19,925
--------
53,131
EXPENSES
Well servicing............................ (22)(6) 25,557
Fluid services............................ 14,812
General and administrative................ 8,376
Depreciation and amortization............. 688(5) 8,665
--------
57,410
OPERATING INCOME (LOSS)..................... (4,279)
OTHER INCOME (EXPENSE)
Interest income........................... 245
Interest expense.......................... (3,197)(7) (3,243)
Gain (loss) on sale of assets............. (104)
Other, net................................ 75
--------
(3,027)
INCOME (LOSS) BEFORE INCOME TAXES........... (7,306)
Income tax (expense) benefit.............. 836(8) (3,404)
--------
NET INCOME (LOSS)........................... (10,710)
--------
PREFERRED STOCK DIVIDENDS................... (430)(3) --
--------
NET INCOME (LOSS) AVAILABLE TO COMMON
STOCKHOLDERS.............................. $(10,710)
========
PRO FORMA NET LOSS PER SHARE................ $ (1.69)
========

See accompanying notes to unaudited pro forma combined financial statements

F1-3
66

BASIC ENERGY SERVICES, INC.

PRO FORMA COMBINED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA)

BASIC TURN EUNICE
ENERGY AROUND TRINITY WELL GOLD STAR SUNDOWN
SERVICES, INC. TRUCKING SERVICES SERVICING SERVICE OPERATING
-------------- -------- -------- -------------- --------- ---------

REVENUES
Well servicing........................ 8,475 $ -- $371 $ 684 $ -- $ 1,639
Fluid services........................ 4,405 1,329 -- -- 568 --
-------- ------ ---- ------ ------ -------
12,880 1,329 371 684 568 1,639
EXPENSES
Well servicing........................ 6,312 -- 148 478 -- 894
Fluid services........................ 3,123 825 -- -- 489 --
General and administrative............ 2,050 183 84 113 -- 317
Depreciation and amortization......... 1,692 125 11 61 23 36
-------- ------ ---- ------ ------ -------
13,177 1,133 243 652 512 1,247
OPERATING INCOME (LOSS)................. (297) 196 128 32 56 392
OTHER INCOME (EXPENSE)
Interest income....................... 17 10 -- 2 -- 16
Interest expense...................... (1,560) (55) (6) (28) (3) --
Gain (loss) on sale of assets......... 99 29 -- -- -- --
Other, net............................ 3 (3) -- 2 6 (3)
-------- ------ ---- ------ ------ -------
(1,441) (19) (6) (24) 3 13
INCOME (LOSS) BEFORE INCOME TAXES....... (1,738) 177 122 8 59 405
Income tax (expense) benefit.......... 566 (61) -- -- 11 (151)
-------- ------ ---- ------ ------ -------
NET INCOME (LOSS)....................... (1,172) $ 116 $122 $ 8 $ 70 $ 254
-------- ------ ---- ------ ------ -------
PREFERRED STOCK DIVIDENDS............... 159 -- -- -- -- --
-------- ------ ---- ------ ------ -------
NET INCOME (LOSS) AVAILABLE TO COMMON
STOCKHOLDERS.......................... $ (1,331) $ 116 $122 $ 8 $ 70 $ 254
======== ====== ==== ====== ====== =======
PRO FORMA NET LOSS PER SHARE............ $ (0.46)
========

PRO FORMA
ADJUSTMENTS
DEBIT(CREDIT) PRO FORMA
-------------- ---------

REVENUES
Well servicing........................ $ 67(6) $ 11,102
Fluid services........................ 6,302
--------
17,404
EXPENSES
Well servicing........................ (5)(6) 7,827
Fluid services........................ 4,437
General and administrative............ 2,747
Depreciation and amortization......... 174(5) 2,122
--------
17,133
OPERATING INCOME (LOSS)................. 271
OTHER INCOME (EXPENSE)
Interest income....................... 45
Interest expense...................... (905)(7) (747)
Gain (loss) on sale of assets......... 128
Other, net............................ 5
--------
(569)
INCOME (LOSS) BEFORE INCOME TAXES....... (298)
Income tax (expense) benefit.......... 234(8) 131
--------
NET INCOME (LOSS)....................... (167)
--------
PREFERRED STOCK DIVIDENDS............... (159)(3) --
--------
NET INCOME (LOSS) AVAILABLE TO COMMON
STOCKHOLDERS.......................... $ (167)
========
PRO FORMA NET LOSS PER SHARE............ $ (0.03)
========

See accompanying notes to unaudited pro forma combined financial statements

F1-4
67

BASIC ENERGY SERVICES, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The unaudited pro forma combined balance sheet has been prepared to give
effect to the acquisitions of Turn Around Trucking, Inc., Trinity Services,
Sundown Operating Inc., Eunice Well Servicing Co., Inc., and Gold Star Service
Company, Inc., which are collectively referred to as the Acquisitions, the
proceeds of a term note in the amount of $20,000,000 and to the issuance of
3,700,000 shares of common stock in an initial public offering and the
application of proceeds therefrom as if the Acquisitions and the offering had
occurred on March 31, 2000. The unaudited pro forma combined statement of
operations has been prepared to give effect to the Acquisitions, and to the
issuance of 3,700,000 shares of common stock in an initial public offering and
the application of the proceeds therefrom based on an estimated initial public
offering price of $15 per share as if the Acquisitions and the offering had
occurred on January 1, 1999.

2. PRO FORMA ADJUSTMENTS

(1) To record the Acquisitions using the purchase method of accounting. The
purchase price allocations are preliminary, however, no significant
contingencies have been identified or are expected. The following table details
the preliminary purchase price allocation:

EUNICE
TURN AROUND TRINITY WELL GOLD STAR SUNDOWN
TRUCKING SERVICES SERVICING SERVICE OPERATING TOTAL
----------- -------- --------- --------- --------- -------
(IN THOUSANDS)

Assets and liabilities acquired:
Net current assets............... $ 1,064 $ -- $ 291 $ 304 $ 2,801 $ 4,460
Property and equipment........... 3,043 731 2,187 1,433 6,535 13,929
Covenants not to compete......... 50 -- 50 50 50 200
Goodwill......................... 4,166 1,255 43 598 79 6,141
Other assets..................... -- -- 39 4 324 367
Long-term debt, net of current
portion....................... (1,631) -- (768) -- -- (2,399)
Deferred tax liability........... (759) (47) (219) (235) (1,788) (3,048)
------- ------ ------ ------ ------- -------
$ 5,933 $1,939 $1,623 $2,154 $ 8,001 $19,650
======= ====== ====== ====== ======= =======
Consideration given:
Cash............................. $ 4,633 $1,850 $1,623 $1,554 $ 8,001 $17,661
Common stock..................... 1,300 -- -- 600 -- 1,900
Warrants for commons stock....... -- 89 -- -- -- 89
------- ------ ------ ------ ------- -------
$ 5,933 $1,939 $1,623 $2,154 $ 8,001 $19,650
Additional information:
Estimated tax basis of
property...................... $ 809 $ 593 $1,542 $ 742 $ 1,277 $ 4,963
Estimated shares of common stock
to be issued.................. 87 -- -- 40 -- 127

F1-5
68

HISTORICAL CONSIDERATION PRO FORMA
TOTAL AMOUNTS SUBTOTAL GIVEN ENTRY
------- ---------- -------- ------------- ---------

Assets and liabilities acquired:
Net current assets............. $ 4,460 $ 4,471 $ (11) $(17,661) $(17,672)
Property and equipment......... 13,929 5,786 8,143 8,143
Covenants not to compete....... 200 200 200
Goodwill....................... 6,141 -- 6,141 6,141
Other assets................... 367 386 (19) (19)
Long-term debt, net of current
portion..................... (2,399) (2,408) 9 9
Deferred tax liability......... (3,048) (687) (2,361) (2,361)
Common stock................... (10) 10 (1) 9
Additional paid-in-capital..... (2,596) 2,596 (1,988) 608
Treasury stock................. 2,576 (2,576) (2,576)
Accumulated earnings
(deficit)................... (7,518) 7,518 7,518

Each of the Acquisitions, with the exception of Trinity, is a purchase of
stock. The Trinity acquisition is the purchase only of Trinity's operating
assets. Common Stock to be issued upon conversion of notes is valued at an
estimated offering price of $15.00 per share. Warrants are valued based on
their terms using a Black-Scholes pricing model assuming a stock issuance
and exercise price of $15, a term of 2.25 years, a discount rate of 8% and
volatility of 50%. The income tax rate used in the calculation of the above
deferred tax liabilities is the statutory rate in effect during the
applicable periods.

(2) To reflect the use of the net proceeds of the offering and the
application thereof for the following purposes (in thousands):

Gross proceeds of the offering (3,700,000 shares at an
estimated $15.00 per share)............................... $55,500
Less underwriting discounts and estimated expenses........ 4,885
-------
Net proceeds to common stock and additional
paid-in-capital........................................... 50,615
-------
Less:
Repayment of Senior Notes and other indebtedness.......... 29,347
Redemption of Series A Convertible preferred stock........ 5,465
-------
Net cash remaining after repayment and redemption........... $15,803
=======

Also, to reflect write-off of $368,000 ($239,000 tax effected) in
unamortized deferred loan costs associated with the Subordinated Note.

(3) To reflect the conversion of Series B Convertible Preferred Stock to
749,264 shares of common stock.

(4) These reflect the issuance of a $20,000,000 term loan net of related
debt issuance costs of $550,000 and the repayment of subordinated notes and
accrued interest of $17,328,000 and a payment of $500,000 in fees for amendment
of the Subordinated Notes.

(5) To record incremental depreciation and amortization of assets to be
recorded in the Acquisitions. Depreciation of acquired equipment is calculated
in accordance with Basic Energy's depreciation policies. Amortization of
goodwill is over 15 years, and amortization of covenants not to compete is
calculated over their three-year terms.

(6) This adjustment eliminates the revenues and direct operating expenses
of certain oil and gas properties currently held by Sundown Operating Inc.,
which are not being acquired by Basic Energy.

F1-6
69

(7) To reflect net interest savings related to the repayment or amendment
of substantially all of the Company's outstanding indebtedness and the issuance
of a $20,000,000 term note as explained below (in thousands).

THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
1999 2000
------------ ------------

Reversal of historical interest expense for all entities.... $(6,440) $(1,652)
Interest at prime rate plus 1.25% (currently 10.75%) and
amortization (by the effective interest method) of debt
issuance costs of $550,000 for a newly issued $20,000,000
term note................................................. 2,165 477
Interest on amended Subordinated Notes at 12% plus
amortization of loan fees of $500,000..................... 1,078 270
Pro forma adjustment to reduce interest expense............. $(3,197) $ (905)

(8) To adjust federal income taxes at the federal rate of 35%.

F1-7
70

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Basic Energy Services, Inc.:

We have audited the accompanying balance sheets of Basic Energy Services,
Inc. (formerly Sierra Well Service, Inc.) as of December 31, 1999 and 1998, and
the related statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1999. These
financial statements are the responsibility of the Company's management.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Basic Energy
Services, Inc. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1999, in conformity with generally accepted accounting
principles.

KPMG LLP

Midland, Texas
March 11, 2000, except as to the
fourth paragraph of Note 1

which is as of May 23, 2000.

F2-1
71

BASIC ENERGY SERVICES, INC.

BALANCE SHEETS

(in thousands, except share data)

DECEMBER 31, PRO FORMA
------------------- MARCH 31, MARCH 31,
1998 1999 2000 2000
-------- -------- ----------- -----------
(UNAUDITED) (UNAUDITED)

ASSETS

CURRENT ASSETS
Cash and cash equivalents.............................. $ 2,846 $ 1,062 $ 520
Trade accounts receivable, net of allowance of $1,238,
$271 and $349, respectively.......................... 6,534 7,477 8,238
Accounts receivable-related party...................... 89 73 69
Inventories............................................ 158 144 118
Other current assets................................... 255 215 794
-------- -------- --------
Total current assets............................ 9,882 8,971 9,739
-------- -------- --------
PROPERTY AND EQUIPMENT, NET.............................. 35,634 31,186 31,155
-------- -------- --------
OTHER ASSETS
Deferred loan costs, net of amortization of $1,318,
$2,198 and $2,407, respectively...................... 317 494 368
Goodwill, net of amortization of $16,660, $17,024 and
$17,116 respectively................................. 4,998 4,633 4,542
Other.................................................. 2,496 1,577 1,776
-------- -------- --------
Total other assets.............................. 7,811 6,704 6,686
-------- -------- --------
TOTAL ASSETS............................................. $ 53,327 $ 46,861 $ 47,580
======== ======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Current portion of long-term debt...................... $ 403 $ 1,164 $ 3,697
Accounts payable....................................... 1,772 4,281 4,523
Accounts payable-related party......................... 40 49 19
Accrued expenses....................................... 1,384 1,698 1,745
Deferred income tax.................................... -- 104 --
-------- -------- --------
Total current liabilities....................... 3,599 7,296 9,984
-------- -------- --------
EXPECTED REDEMPTION OF SERIES A REDEEMABLE PREFERRED
STOCK.................................................. -- -- -- $ 5,464
LONG-TERM DEBT........................................... 54,664 50,371 49,645
DEFERRED INCOME TAX...................................... -- 2,224 1,762
COMMITMENTS & CONTINGENCIES.............................. -- -- --
STOCKHOLDERS' EQUITY
Series A Redeemable 10% Preferred Stock, $10,000 par,
1,000 shares authorized, 530.45 and 546 shares issued
and outstanding at December 31, 1999 and March 31,
2000, respectively (liquidation
value -- $10,000/share).............................. -- 5,305 5,464 --
Series B Convertible Preferred Stock, $1 par, 1,000
shares authorized, 1,000 issued (liquidation
value -- $1/share)................................... -- 1 1 --
Series C Convertible Preferred Stock, $1,000 par, 1
share authorized, one issued (liquidation
value -- $1,000/share)............................... -- 1 1 --
Common stock -- $.01 par; 25,000,000 shares authorized;
1,748,284, 1,784,708, 1,852,348 and 2,601,612 shares
issued and outstanding at December 31, 1998 and 1999,
March 31, 2000 and pro forma March 31, 2000,
respectively......................................... 18 18 19 26
Additional paid-in capital............................. 24,831 24,831 25,845 25,840
Deferred compensation.................................. -- -- (624) (624)
Accumulated deficit.................................... (29,785) (43,186) (44,517) (44,517)
-------- -------- -------- -------
Total stockholders' deficit..................... (4,936) (13,030) (13,811) (19,275)
-------- -------- -------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT.............. $ 53,327 $ 46,861 $ 47,580
======== ======== ========

The accompanying notes are an integral part of these financial statements.

F2-2
72

BASIC ENERGY SERVICES, INC.

STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA)

THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------ -----------------------
1997 1998 1999 1999 2000
---------- ---------- ---------- ---------- ----------
(UNAUDITED)

REVENUES
Well Servicing................. $ 20,920 $ 26,687 $ 24,453 $ 4,728 $ 8,475
Fluid Services................. 5,214 18,632 12,878 2,721 4,405
---------- ---------- ---------- ---------- ----------
26,134 45,319 37,331 7,449 12,880
EXPENSES
Well Servicing................. 16,534 21,640 20,164 3,910 6,312
Fluid Services................. 3,469 13,009 9,613 2,030 3,123
General and administration,
including management fees
and computer services from
related parties of $136,
$241, and $234,
respectively................ 2,785 5,471 5,229 1,134 2,050
Depreciation and
amortization................ 2,931 8,624 6,747 1,687 1,692
Impairment of long lived assets
(Note 4).................... -- 22,671 -- -- --
---------- ---------- ---------- ---------- ----------
25,719 71,415 41,753 8,761 13,177
---------- ---------- ---------- ---------- ----------
OPERATING INCOME (LOSS).......... 415 (26,096) (4,422) (1,312) (297)
---------- ---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE)
Interest income................ 85 263 100 39 17
Interest expense............... (1,508) (7,166) (6,065) (1,854) (1,560)
Loss on sale of assets......... (30) (93) (301) 6 99
Other, net..................... 11 (974) 45 4 3
---------- ---------- ---------- ---------- ----------
(1,442) (7,970) (6,221) (1,805) (1,441)
---------- ---------- ---------- ---------- ----------
LOSS BEFORE INCOME TAXES......... (1,027) (34,066) (10,643) (3,117) (1,738)
Deferred income tax (expense)
benefit..................... 230 5,770 (2,328) (4,771) 566
---------- ---------- ---------- ---------- ----------
NET LOSS......................... $ (797) $ (28,296) $ (12,971) $ (7,888) $ (1,172)
---------- ---------- ---------- ---------- ----------
Preferred stock dividend....... -- -- 430 -- 159
---------- ---------- ---------- ---------- ----------
NET LOSS TO COMMON STOCKHOLDERS'
INTEREST....................... $ (797) $ (28,296) $ (13,401) $ (7,888) $ (1,331)
========== ========== ========== ========== ==========
LOSS PER SHARE................... $ (0.72) $ (16.18) $ (7.55) $ (4.51) $ (0.72)
========== ========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING.................... 1,100,400 1,748,400 1,775,603 1,748,400 1,852,383
========== ========== ========== ========== ==========
Unaudited pro forma loss per
common share................... $ (5.14) $ (0.46)
========== ==========
Unaudited pro forma weighted
average number of shares....... 2,524,866 2,533,972
========== ==========

The accompanying notes are an integral part of these financial statements.

F2-3
73

BASIC ENERGY SERVICES, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

SERIES A SERIES B SERIES C
REDEEMABLE CONVERTIBLE CONVERTIBLE
PREFERRED STOCK PREFERRED STOCK PREFERRED STOCK COMMON STOCK ADDITIONAL
--------------- --------------- --------------- ------------------ PAID-IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT
------ ------ ------ ------ ------ ------ --------- ------ ---------- -----------
(IN THOUSANDS, EXCEPT SHARE DATA)

BALANCE -- JANUARY 1,
1997...................... -- -- -- -- -- -- 780,000 8 $ 5,145 $ (692)
Stock compensation
granted................. -- -- -- -- -- -- 8,000 -- -- --
Common stock issued....... -- -- -- -- -- -- 960,284 10 19,210 --
Issuance of common stock
warrants................ -- -- -- -- -- -- -- -- 476 --
Net loss.................. -- -- -- -- -- -- -- -- -- (797)
--- ----- ----- -- -- -- --------- -- ------- --------
BALANCE -- DECEMBER 31,
1997...................... -- -- -- -- -- -- 1,748,284 18 24,831 (1,489)
Net loss.................. -- -- -- -- -- -- -- -- -- (28,296)
--- ----- ----- -- -- -- --------- -- ------- --------
BALANCE -- DECEMBER 31,
1998...................... -- -- -- -- -- -- 1,748,284 18 24,831 (29,785)
Stock compensation
granted................. -- -- -- -- -- -- 36,424 0 0 --
Preferred stock issued.... 500 5,000 1,000 1 1 1 -- -- -- --
Preferred stock
dividend -- stock....... 30 305 -- -- -- -- -- -- -- (305)
Preferred stock
dividend -- cash........ -- -- -- -- -- -- -- -- -- (125)
Net loss.................. -- -- -- -- -- -- -- -- -- (12,971)
--- ----- ----- -- -- -- --------- -- ------- --------
BALANCE -- DECEMBER 31,
1999...................... 530 5,305 1,000 1 1 1 1,784,708 18 24,831 (43,186)
Stock compensation granted
(unaudited)............. -- -- -- -- -- -- 67,640 1 1,014 --
Preferred stock
dividend -- stock
(unaudited)............. 16 159 -- -- -- -- -- -- -- (159)
Net loss (unaudited)...... -- -- -- -- -- -- -- -- -- (1,172)
--- ----- ----- -- -- -- --------- -- ------- --------
BALANCE -- MARCH 31, 2000
(UNAUDITED)............... 546 5,464 1,000 1 1 1 1,852,348 19 25,845 (44,517)
=== ===== ===== == == == ========= == ======= ========

The accompanying notes are an integral part of these financial statements.

F2-4
74

BASIC ENERGY SERVICES, INC.

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------ -------------------
1997 1998 1999 1999 2000
-------- -------- -------- -------- --------
(UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.......................................... $ (797) $(28,296) $(12,971) $(7,888) $(1,172)
Depreciation...................................... 2,459 6,322 5,494 1,404 1,388
Amortization...................................... 472 2,302 1,253 283 304
Impairment of long lived assets................... -- 22,671 -- -- --
Bad debt expense.................................. 475 442 125 74 65
Noncash interest expense.......................... 281 1,435 2,494 356 1,523
Write-off of deferred loan costs.................. -- 655 -- -- --
Loss (gain) on sale of assets..................... 30 93 301 (6) (99)
Deferred income tax expense (benefit)............. (230) (5,770) 2,328 4,771 (566)
Stock compensation................................ -- -- -- -- 390
Changes in operating assets and liabilities, net
of acquisitions --
Accounts receivable............................. (6,489) 1,011 (1,051) 1,249 (822)
Inventories..................................... 15 92 14 6 26
Income tax receivable........................... 15 -- -- -- --
Other current assets............................ 33 (152) 46 (460) (545)
Accounts payable................................ 2,586 (1,333) 2,518 (477) 212
Accrued expenses................................ 1,095 (468) 314 955 48
-------- -------- -------- ------- -------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES............................... (55) (996) 865 267 752
-------- -------- -------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment................ (6,585) (2,435) (2,287) (115) (819)
Proceeds from sale of property and equipment...... 86 309 1,210 46 117
Collections of notes receivable................... -- -- 3 -- 6
Proceeds from sale of other long-term assets...... -- 85 205 11 --
Payments for other long-term assets............... (247) (92) (101) -- (242)
Payments for businesses, net of cash acquired..... (56,076) (1,800) -- -- (125)
-------- -------- -------- ------- -------
NET CASH USED IN INVESTING ACTIVITIES...... (62,822) (3,933) (970) (58) (1,063)
-------- -------- -------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under long-term debt................... 58,791 2,100 -- -- --
Payments of long-term debt........................ (7,121) (595) (497) (111) (147)
Dividends paid.................................... -- -- (125) -- --
Deferred loan costs............................... (2,037) (267) (1,057) (748) (84)
Proceeds from issuance of common stock............ 19,220 -- -- -- --
-------- -------- -------- ------- -------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES............................... 68,853 1,238 (1,679) (859) (231)
-------- -------- -------- ------- -------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS....................................... 5,976 (3,691) (1,784) (650) (542)
Cash and cash equivalents -- beginning of year.... 561 6,537 2,846 2,846 1,062
-------- -------- -------- ------- -------
CASH AND CASH EQUIVALENTS -- END OF YEAR............ $ 6,537 $ 2,846 $ 1,062 $ 2,196 $ 520
======== ======== ======== ======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION --
Interest paid..................................... $ 1,227 $ 5,732 $ 5,106 $ 1,498 $ 37
Income taxes received............................. -- -- -- -- --
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES --
Common stock warrants issued as debt discount..... $ 476 $ -- $ -- $ -- $ --
Capital leases issued for equipment............... 462 252 353 -- 641
Notes receivable-non cash......................... -- -- 83 69 84
Preferred stock dividend.......................... -- -- 305 -- 159
Transfer of debt for preferred stock.............. -- -- 5,002 5,002 --
Accrued interest capitalized into long-term
debt............................................ -- -- 1,614 -- 1,313

The accompanying notes are an integral part of these financial statements.

F2-5
75

BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS

(THE INFORMATION AND AMOUNTS FOR THE THREE MONTHS ENDED MARCH 31, 2000 ARE
UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization & Business -- Basic Energy Services, Inc. (the "Company"), a
Delaware corporation, was formed in 1992 as a subsidiary of Southwest Royalties,
Inc. ("SWR"). In June 1997, Southwest Royalties Holding, Inc. ("SRH") was formed
to serve as a holding company for SWR, the Company and other subsidiaries of
SWR. At that time, SWR's investment in the Company was transferred by dividend
to SRH and the Company became a subsidiary of SRH. Due to sales of the Company's
common stock to Southwest Partners II, L.P. and Southwest Partners III, L.P.
(limited partnerships for which SWR serves as general partner) in 1996 and 1997,
SRH's ownership interest in the Company was reduced to a point where the
Company's financial position and results of operations were no longer
consolidated with SRH, effective July 1, 1997.

The Company provides a range of well site services to oil and gas drilling
and producing companies through the Company's fleet of well servicing rigs and
fluid handling assets. The Company's operations are concentrated in the major
United States oil and gas producing regions of Texas, New Mexico, Oklahoma and
Louisiana.

The unaudited financial statements as of and for three month period ended
March 31, 2000 have been prepared on a basis consistent with the audited
financial statements as of and for the period ending December 31, 1999 and, in
the opinion of management, include all adjustments, consisting of normal
recurring accrual adjustments, which are necessary for a fair presentation of
the result for the interim period.

Common Stock Split and Change of Name

On May 23, 2000, the Company filed a restated certificate of incorporation
changing its name to Basic Energy Services, Inc. from Sierra Well Service Inc.
and increasing its authorized common shares to 25,000,000 and completed a
400-for-1 stock split. All share and per share amounts have been restated as if
the stock split had occurred at the beginning of the earliest period presented.

Estimates and Uncertainties -- The preparation of these financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures 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 these
estimates.

Cash and Cash Equivalents -- The Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents. The Company maintains its excess cash in various financial
institutions, where deposits may exceed federally insured amounts at times.

Inventories -- Inventories mainly consist of pipe, are held for use in the
operations of the Company and are stated at the lower of cost or market, with
cost being determined on the first-in, first-out (FIFO) method.

Property and Equipment -- Property and equipment are stated at cost.
Expenditures for repairs and maintenance are charged to expense as incurred and
additions and improvements that significantly extend the lives of the assets are
capitalized. Upon sale or other retirement of depreciable property, the cost and
accumulated depreciation are removed from the related accounts and any gain or
loss is reflected in

F2-6
76
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

operations. All assets are depreciated on the straight-line method and the
estimated useful lives of the assets are as follows:

Buildings and improvements.................................. 20-30 years
Well servicing rigs and equipment........................... 5-15 years
Fluid service equipment..................................... 5-10 years
Brine/fresh water stations.................................. 15 years
Enviro-Vat units and fluid service.......................... 10 years
Disposal facilities......................................... 10 years
Vehicles.................................................... 3-5 years

The Company reviews property and equipment and certain identifiable
intangibles for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. An impairment loss
is indicated if the sum of the expected undiscounted future cash flows is less
than the carrying amount, including any related goodwill, of such assets.
Expected future cash flows and carrying values are aggregated at their lowest
identifiable level, which is on a rig-by-rig basis for the Company's well
service rigs and by local service area for the Company's truck fleets and water
stations. The Company recognizes an impairment loss for the difference between
the asset's, or group of assets, carrying value and estimated fair value, if the
carrying value exceeds the expected undiscounted future cash flows.

Deferred Debt Costs -- The Company capitalizes certain costs in connection
with obtaining its borrowings, such as lender's fees and related attorney's
fees. These costs are being amortized to interest expense on the straight-line
method over the term of the related debt. Amortization calculated using the
straight line method is not materially different from the amount calculated
using the effective interest method.

Goodwill -- The Company classifies as goodwill the cost in excess of fair
value of the net tangible assets acquired in purchase transactions. Goodwill is
being amortized on a straight-line basis over the estimated period benefited by
it of fifteen years. Management continually evaluates whether events or
circumstances have occurred that indicate the remaining useful life of goodwill
may warrant revision or the remaining balance of goodwill may not be
recoverable.

Income Taxes -- Deferred income taxes are recognized for the tax
consequences of temporary differences between financial statement carrying
amounts and the tax basis of existing assets and liabilities. The measurement of
current and deferred tax assets and liabilities is based on enacted tax law. The
effect on deferred tax assets and liabilities of a change in tax rate is
recognized in income in the period of change. A valuation allowance for deferred
tax assets is recognized when it is "more likely than not" that the benefit of
deferred tax assets will not be realized.

Concentrations of Credit Risk -- Financial instruments, which potentially
subject the Company to concentration risk, consist primarily of temporary cash
investments and trade receivables. The Company restricts investment of temporary
cash investments to financial institutions with high credit standing. The
Company's customer base consists primarily of multi-national and independent oil
and natural gas producers. The Company performs ongoing credit evaluations of
its customers but generally does not require collateral on its trade
receivables. Credit risk is considered by management to be limited due to the
large number of customers comprising the Company's customer base. The Company
maintains reserves for potential credit losses, and such losses have been within
management's expectations.

Loss Per Share -- The Company accounts for loss per share based upon
Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS
128). Under SFAS 128, basic earnings or loss per common share are determined by
dividing net earnings or loss applicable to common stock by the

F2-7
77
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

weighted average number of common shares actually outstanding during the year.
Diluted earnings per common share is based on the increased number of shares
that would be outstanding assuming conversion of dilutive outstanding
convertible securities using the "as if converted" method. The share effect
related to outstanding common stock warrants is omitted for 1998 and 1997
because they are antidilutive to the periods presented. Such warrants are no
longer outstanding.

Recent Accounting Pronouncements -- In June 1998, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards No.
133 "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133")
which establishes standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. It establishes conditions under which a derivative may be
designated as a hedge, and establishes standards for reporting changes in the
fair value of a derivative. FAS 133, as amended by FAS 137, is required to be
implemented for all fiscal quarters of all fiscal years beginning after June 15,
2000. Early adoption is permitted. The Company has not completed the evaluation
of the potential effects of implementing FAS 133.

Unaudited Pro Forma Net Income Per Share. The Company plans to redeem the
Series A Cumulative Preferred Stock with the proceeds of a proposed initial
public offering. The Company also intends to convert the Series B Convertible
Preferred Stock into 749,264 shares of common stock and cancel the Series C
Convertible Preferred Stock in connection with the initial public offering.
Unaudited pro forma net loss per share amounts include the effect of these
transactions and are calculated by adjusting the net loss for the year ended
December 31, 1999 and 3 months ended March 31, 2000 by $430,000 and $159,000,
respectively, for the effect of not paying preferred stock dividends. Unaudited
pro forma numbers of weighted average common shares include the effect of the
conversion of the Series B Preferred Stock into 749,264 common shares plus
weighted average common shares outstanding for the periods.

Unaudited Pro Forma Balance Sheet. The unaudited pro forma balance sheet as
of March 31, 2000 gives pro forma effect to the assumed redemption of the Series
A Redeemable Preferred Stock for $5,464,000, the conversion of Series B
Convertible Preferred Stock to 749,264 shares of common stock and the
cancellation of the Series C Convertible Preferred Stock as discussed in the
preceding paragraph, as though these transactions had occurred as of that date.

F2-8
78
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

2. ACQUISITIONS

In 1997 and 1998, Basic Energy acquired for cash either substantially all
of the assets or all of the outstanding capital stock of each of the following
businesses, which were accounted for using the purchase method of accounting:

TOTAL
CLOSING DATE CASH PAID
------------- --------------
(IN THOUSANDS)

East Texas Vac. Service, L.C. .......................... June 1997 $ 3,046
S&N Well Servicing, Ltd. ............................... July 1997 5,388
Lonnies Well Service Co. ............................... August 1997 714
Harrison Rig Service, Inc. ............................. August 1997 475
DKB Enterprises, Inc. .................................. October 1997 5,602
Diamond Rental, Inc. ................................... October 1997 3,574
Larry O'Connor, Inc. ................................... October 1997 3,608
Aries Well Service, Inc. ............................... October 1997 1,481
Trans-Texas Operating, Inc. ............................ October 1997 6,789
Smith Brothers Casing Pullers, Inc. .................... October 1997 1,293
Mansell Brine Sales, Inc. .............................. November 1997 6,297
Bobby Herricks Trucking, Inc. .......................... December 1997 12,327
Ackerly Service Company, Inc. and Enviro-Vat, Inc. ..... December 1997 5,482
-------
Total 1997......................................... $56,076
-------

Accurate Petroleum Services, Inc. ...................... April 1998 $ 1,800

PRO FORMA RESULTS OF OPERATIONS -- (UNAUDITED)

The following table reflects the (unaudited) pro forma results of
operations as though the acquisitions had occurred on January 1, 1997. The pro
forma amounts are not necessarily indicative of the results that may be reported
in the future.

YEAR ENDED
DECEMBER 31, 1997
-----------------
(IN THOUSANDS,
EXCEPT PER
SHARE DATA)

Revenues.................................................... $55,466
Net loss.................................................... (2,884)
Net loss per share.......................................... (2.62)

The Company sold 960,284 shares of common stock from February to December
1997 totaling $19,219,500 to Southwest Partners II, Southwest Partners III and
SWR and borrowed a total of $49,408,000 from Joint Energy Development
Investments Limited Partnership II during 1997 and 1998 in order to fund the
acquisitions and purchase additional well servicing equipment. The remainder of
the proceeds was used for working capital. The operations of each of the
aforementioned acquisitions are included in the Company's statement of
operations as of each respective closing date.

In 1998, the Company expensed previously deferred costs from foregone
acquisitions and costs associated with a proposed debt offering not consummated,
totaling approximately $990,000.

F2-9
79
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of December 31 (in
thousands):

1998 1999
------- -------

Land........................................................ $ 831 $ 236
Buildings and improvements.................................. 1,973 1,673
Well service units and equipment............................ 21,523 22,507
Water hauling equipment..................................... 7,049 7,052
Brine/fresh water stations.................................. 8,429 8,620
Enviro-Vat units and frac/test tanks........................ 3,211 3,211
Disposal facilities......................................... 5,348 5,348
Vehicles.................................................... 4,429 4,389
Other....................................................... 631 672
------- -------
53,424 53,708
Less accumulated depreciation............................... 17,790 22,522
------- -------
Property and equipment, net................................. $35,634 $31,186
======= =======

The Company is obligated under various capital leases for certain vehicles
and equipment that expire at various dates during the next nine years. The gross
amount of property and equipment and related accumulated amortization recorded
under capital leases and included above consists of the following as of December
31 (in thousands):

1998 1999
------ ------

Vehicles................................... $ 592 $ 924
Water hauling equipment.................... 447 375
Other...................................... 41 44
------ ------
1,080 1,343
Less accumulated amortization.............. 493 594
------ ------
$ 587 $ 749
====== ======

Amortization of assets held under capital leases of approximately $273,000
and $155,000 for the years ended December 31, 1998 and 1999, respectively, is
included with depreciation expense.

4. IMPAIRMENT

At December 31, 1998, the Company recorded an impairment loss on its well
servicing and fluid services business segments of approximately $1,392,000 and
$21,280,000, respectively, for a total impairment of approximately $22,672,000.
The amount of goodwill impaired relating to the well servicing and fluid
services segments, and included in the total impairment, was approximately
$1,235,000 and $13,686,000, respectively. In determining if an impairment loss
was indicated, management projected future undiscounted cash flows through the
estimated life of each asset, for each of the Company's well service rigs and by
local service area for the Company's trucks and water stations, based on
generally increasing utilization rates based on management's expectations,
hours, estimated future rates and expenses. Where an impairment was indicated,
the carrying value of the related goodwill was first reduced. If additional
impairment was indicated the related equipment was reduced to estimated fair
market value, based upon a recent appraisal.

F2-10
80
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

DECEMBER 31,
----------------- MARCH 31,
1998 1999 2000
------- ------- -----------
(UNAUDITED)

Credit Facility....................................... $54,331 $ -- $ --
New Credit Facility
Senior Notes........................................ -- 24,408 24,928
Subordinated Notes.................................. -- 26,535 27,328
Capital leases and equipment notes.................... 736 592 1,086
------- ------- -------
55,067 51,535 53,342
Less current portion, determined based on the terms of
the New Credit Facility (see discussion below)...... 403 1,164 3,697
------- ------- -------
$54,664 $50,371 $49,645
======= ======= =======

On September 30, 1997, the Company signed a loan agreement (the "Credit
Facility") that provided up to $60,000,000 for acquisitions and refinancing
existing debt. The agreement required monthly interest payments with the
outstanding principal balance and accrued interest due on March 31, 1999. The
loan consisted of two tranches (Tranche A and Tranche B) totaling $30,000,000
each. As of December 31, 1998, Tranche A had an outstanding balance of
$30,000,000 and Tranche B had an outstanding balance of $24,410,000. The initial
interest rates for Tranche A and B were prime plus 1% and 3%, respectively.
Interest on Tranche B, if not retired in whole by October 1998, increased by 1%
at the end of each subsequent two-month period. The Credit Facility contained
various restrictive covenants which included restrictions on the incurrence of
additional indebtedness and limitations on the amount of capital lease
obligations. Certain covenants also placed restrictions on dividends, stock
redemptions, investments and sales of assets.

As part of the agreement, the Company issued common stock warrants to the
lender which were exercisable in whole or in part any time prior to October
2002. As of December 31, 1998, the lender was entitled to 182,800 warrants at
exercise prices ranging from $21.25 to $28.75 per share. These warrants had
estimated fair value of $476,400 at time of issuance and a carrying value of
$79,400 as of December 31, 1998. The fair value of the warrants were calculated
using the Black-Scholes option model assuming no expected volatility and a risk
free interest rate of 5%. On March 31, 1999 the outstanding warrants associated
with the Credit Facility were cancelled.

In October 1997, the Company repaid approximately $6,000,000 of short-term
debt, including accrued interest, with proceeds from the Credit Facility.

On March 31, 1999, the Company entered into three security purchase
agreements (collectively, the "New Credit Facility") with the same lender that
provided up to $54,410,000, the proceeds of which were used to retire amounts
outstanding under the Credit Facility. The Company has accounted for this
restructuring under FAS 15, "Accounting by Debtors and Creditors for Troubled
Debt Restructuring" because the maturity of the debt was extended from March 31,
1999 to June 2004 and the interest rate was maintained at a level below the rate
that the Company could have obtained from an alternate lender. In fact, it would
have been unlikely that the Company could have obtained alternative financing
from any source. In addition, the lender accepted preferred stock in exchange
for $5 million of the debt. The Company issued preferred stock with an estimated
fair value of $5 million to the lender on March 31, 1999, as partial settlement
of the outstanding balance of the Credit Facility. In accordance with FAS 15, no
gain or loss was recognized on the restructuring because there was not a
complete settlement of the

F2-11
81
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

outstanding debt and the total of the future payments under the terms of the
restructured debt exceed the carrying value.

The New Credit Facility is comprised of a senior credit facility (the
"Senior Notes"), a senior subordinated credit facility (the "Subordinated
Notes") and three classes of preferred stock, as follows:

The Senior Notes have a principal balance of $24,408,000 with
quarterly interest payable at a rate per annum of 250 basis points above
the six month London Interbank Offered Rate beginning March 31, 1999. All
outstanding principal and accrued and unpaid interest is due and payable in
full on June 30, 2004. The principal is payable quarterly beginning
September 30, 2000, based on a seven year amortization of principal
beginning June 30, 2000 and a final balloon payment due on June 30, 2004
for the unpaid balance.

The Subordinated Notes have a principal balance of $25,000,000 with
quarterly interest payable at a rate of 10% per annum beginning March 31,
1999. The Company may defer interest payments due prior to September 30,
2001, at a rate of 12% per annum. All accrued and unpaid interest is due on
September 30, 2001. The Company chose to defer the interest payments due
September 30, 1999, December 31, 1999 and March 31, 2000. All principal and
accrued and unpaid interest is due and payable in full on June 30, 2004.

The Senior and Subordinated Notes contain covenants which restrict
dividends, investments, and the sale of assets. At December 31, 1999, the
Company was not in compliance with certain debt covenants of the Senior and
Subordinated Notes. The Company has obtained an amendment to the New Credit
Facility to cure those events of non-compliance. Additionally, the covenants
require the Company to maintain a fixed charge coverage ratio (as defined) of at
least 1.00:1 for each quarter beginning June 30, 2000.

The aggregate maturities of debt, including capital leases, for each of the
five years subsequent to December 31, 1999 and March 31, 2000, are as follows
(in thousands):

YEAR ENDED
----------------------
DECEMBER 31 MARCH 31
----------- --------

2000........................................................ $ 1,165 $ --
2001........................................................ 6,070 3,697
2002........................................................ 3,608 6,129
2003........................................................ 3,488 3,697
2004........................................................ 37,204 3,487
2005........................................................ -- 36,332
------- -------
$51,535 $53,342
======= =======

500 shares of Series A Cumulative Preferred Stock ("Series A"), $10,000 per
share liquidation preference ($5,000,000) with a dividend payable quarterly at
10% per annum. The Company may choose to pay dividends in-kind at a rate of 12%
per annum. The Company paid dividends in-kind on the September 30, 1999,
December 31, 1999 and March 31, 2000 payment dates.

The Company may redeem all of the shares of Series A at any time, at a
redemption price of $10,000 per share, together with accrued and unpaid
dividends to the date of redemption; provided, however, that in accordance with
the Company's Senior Subordinated Credit Facility, the Company is not entitled
to redeem shares of Series A unless and until all outstanding principal and
accrued and unpaid interest under the Subordinated Note has been paid in full.

Series A ranks senior to all other classes and series of the stock in all
respects, including as to redemption and payment of dividends and distributions
(including upon liquidation or winding up).

F2-12
82
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Series A may be redeemed by the Issuer at any time after the Subordinated Notes
have been paid in full for an amount equal to par plus all accrued and unpaid
dividends. Upon redemption, all conversion, voting, and other rights of Series A
shall terminate.

1,000 shares of Series B Convertible Preferred Stock ("Series B"), $1 per
share liquidation value ($1000), with dividends payable only if dividends are
paid on the Company's common stock. The number of shares of the common stock
into which Series B is convertible varies based upon the timing of the repayment
of Series A, but represents, at a minimum, 25% of the Company's outstanding
common stock. Series B may be converted, at the holders option, into the number
of shares of the Company's common stock necessary to equal the following
percentages of total, post-conversion common shares calculated on a fully
diluted basis:

CONVERSION AMOUNT AS
TIMING OF REPAYMENT A PERCENTAGE OF POST-
OF SERIES A ISSUE CONVERSION OUTSTANDING
ON OR BEFORE COMMON STOCK
- ------------------- ----------------------

December 31, 1999........................................ 25%
June 30, 2000............................................ 30%
After June 30, 2000...................................... 35%

Series B ranks senior to all other classes and series of the Company's
stock except Series A, in all respects, including as to redemption and payment
of dividends and distributions (including upon liquidation or winding up).

One share of Series C Convertible Preferred Stock ("Series C"), $1,000 per
share liquidation preference, with dividends payable only if dividends are paid
on the Company's common stock. The number of shares of the Company's common
stock into which Series C is convertible varies based upon the timing of the
redemption of Series A. Series C may be converted, at the option of the holder,
into the number of shares of common stock necessary to equal the following
percentages of total, post-conversion common shares calculated on a fully
diluted basis:

CONVERSION AMOUNT AS
TIMING OF REPAYMENT A PERCENTAGE OF POST-
OF SERIES A ISSUE CONVERSION OUTSTANDING
ON OR BEFORE COMMON STOCK
- ------------------- ----------------------

June 30, 2000............................................ 0%
June 30, 2001............................................ 10%
June 30, 2002............................................ 20%
June 30, 2003............................................ 30%
June 30, 2004............................................ 40%
After June 30, 2004...................................... 65%

Series C ranks senior to all other classes and series of the Company's
stock except for Series A and Series B, in all respects, including as to
redemption and payment of dividends and distributions (including upon
liquidation or winding up).

F2-13
83
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

6. INCOME TAXES

The provision (benefit) for income taxes consists of the following as of
December 31 (in thousands):

1997 1998 1999
------- ------- -------

Deferred................................................ 1,204 (2,924) 5,392
Benefit of net operating loss carryforward.............. (1,434) (3,355) (2,555)
Change in valuation allowance........................... -- 509 (509)
------- ------- -------
$ (230) $(5,770) $ 2,328
======= ======= =======

A reconciliation between the amount determined by applying the federal
statutory rate with the provision (benefit) for income taxes is as follows as of
December 31 (in thousands):

1997 1998 1999
----- -------- -------

Statutory federal income tax............................. $(350) $(11,582) $(3,619)
Amortization of non-deductible goodwill and property..... 74 5,195 227
Meals and entertainment.................................. 46 95 75
Change in valuation allowance............................ -- 509 (509)
Reduction in net operating loss carryforwards............ -- -- 6,101
Other.................................................... -- 13 53
----- -------- -------
$(230) $ (5,770) $ 2,328
===== ======== =======

As a result of issuing preferred stock and convertible preferred stock to
its primary lender on March 31, 1999, the Company's net operating loss
carryforwards accumulated prior to that date were effectively reduced to zero
under Section 382 of the Internal Revenue Code. Deferred tax assets related to
operating loss carryforwards existing at December 31, 1999 arose from losses
occurring subsequent to March 31, 1999. The valuation allowance at December 31,
1998 was reduced because the net operating loss carryforwards to which it
related were lost as described above.

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities are as follows as of
December 31 (in thousands):

1998 1999
------- -------

Deferred tax assets:
Operating loss carryforwards.............................. $ 5,082 $ 2,555
Receivables............................................... 148 --
Other..................................................... 1 202
Valuation allowance....................................... (509) --
------- -------
Total deferred tax assets................................. 4,722 2,757
------- -------
Deferred tax liabilities:
Property and equipment.................................... (4,505) (4,794)
Real estate investments................................... (23) --
Goodwill.................................................. (157) (145)
Other intangibles......................................... (37) (42)
Receivables............................................... -- (104)
------- -------
Total deferred tax liabilities............................ (4,722) (5,085)
------- -------
Net deferred tax liability........................ $ -- $(2,328)
======= =======

F2-14
84
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

A valuation allowance is provided when it is more likely than not that some
portion of the deferred tax assets will not be realized. The valuation allowance
relates primarily to the uncertainty of the realizability of the Company's
carryforwards. The amount of the valuation allowance could be reduced if
estimates of future taxable income during the carryforward period are increased.

As of December 31, 1999, the Company had net operating loss carryforwards
for U.S. federal income tax purposes of approximately $7,514,107, which are
available to offset future regular taxable income, if any. The net operating
loss carryforwards expire in various periods through 2020. As described above,
this amount relates only to tax losses since March 31, 1999.

7. COMMITMENTS AND CONTINGENCIES

Environmental

The Company is subject to various federal, state and local environmental
laws and regulations which establish standards and requirements for protection
of the environment. The Company cannot predict the future impact of such
standards and requirements which are subject to change and can have retroactive
effectiveness. The Company continues to monitor the status of these laws and
regulations. Management does not believe that the disposition of any of these
items will result in a material adverse impact to the financial position,
liquidity, capital resources or future results of operations of the Company.

Currently, the Company has not been fined, cited or notified of any
environmental violations which would have a material adverse effect upon the
financial position, liquidity or capital resources of the Company. However,
management does recognize that by the very nature of its business, material
costs could be incurred in the near term to bring the Company into total
compliance. The amount of such future expenditures is not determinable due to
several factors including the unknown magnitude of possible contamination, the
unknown timing and extent of the corrective actions which may be required, the
determination of the Company's liability in proportion to other responsible
parties and the extent to which such expenditures are recoverable from insurance
or indemnification.

Litigation

From time to time, the Company is a party to litigation or other legal
proceedings that the Company considers to be a part of the ordinary course of
business. The Company is not currently involved in any legal proceedings that
could reasonably be expected to have a material adverse effect on the Company's
financial condition or results of operations.

Leases

The Company leases certain equipment under non-cancelable operating leases
which expire at various dates through December 2001. The term of the operating
leases generally run from 36 to 60 months with varying payment dates throughout
each month.

F2-15
85
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

As of December 31, 1999, the future minimum lease payments under
non-cancelable operating leases are as follows (in thousands):

YEAR ENDING
DECEMBER 31, LEASE PAYMENTS
------------ --------------

2000........................................................ $291
2001........................................................ 176
2002........................................................ 142
2003........................................................ 142
2004........................................................ 118
----
Total....................................................... $869
====

Rent expense approximated $962,000 for 1997, $979,000 for 1998, and
$942,000 for 1999. The Company rents various equipment for short-term periods in
order to assist day-to-day operations.

8. STOCK COMPENSATION

In March 2000, the Company granted an officer 67,640 common shares. Based
on an estimated initial public offering price of $15 per share, approximately
$390,000 of the total compensation granted in March 2000 was related to the
portion of the shares that were vested upon issuance and was expensed in the
first quarter of 2000. The remaining approximate compensation value of $624,000
was recorded as deferred compensation because the shares are subject to future
vesting through March 2004.

The Company granted an officer 36,424 common shares with nominal value in
March of 1999. The value of these shares was determined to be nominal because of
the Company's financial condition and prospects at the time of issuance. The
Company was experiencing significant negative cash flow, all of its debt was
scheduled for repayment on March 31, 1999 and the Company had no source of funds
for the repayment, and there was no expectation that the Company would have the
ability to meet interest requirements. The Company granted two employees 4,000
shares of common stock each, effective January 1, 1997. Compensation expense
related to the 1997 issuances was determined at the date of the grant based on
the estimated fair value of the Company as determined by an independent
investment advisor.

9. RELATED PARTY TRANSACTIONS

The Company provided services and products for workover, maintenance and
plugging of existing oil and gas wells to a related party for $508,000,
$906,000, $1,010,000 and $276,000 in 1997, 1998, 1999 and for the three months
ended March 31, 2000, respectively. The Company had receivables from this
related party of $89,000, $73,000 and $69,000 as of December 31, 1998, December
31, 1999 and March 31, 2000, respectively.

The Company paid a related party management fees for accounting,
bookkeeping, tax preparation, banking and computer services in 1999. All
services, except for computer services, were terminated by the Company as of
December 31, 1999. Since January 1996, this related party has performed computer
services for the Company for $7,500 per month.

The Company leases three well service rigs from a related party under an
operating lease entered into in October 1999. The lease requires monthly
payments of approximately $11,000 and expires in October 2004. Rent expense
related to this lease approximated $24,000 for 1999 and $33,000 for the three
months ended March 31, 2000.

F2-16
86
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

A director of the Company is a partner in a law firm that provides legal
services to the Company. During 1998, 1999 and for the three months ended March
31, 2000, the Company paid approximately $112,000, $64,000 and $66,000,
respectively in fees for legal services performed.

10. PROFIT SHARING PLAN

The Company has a contributory retirement plan that covers substantially
all employees. Employees may contribute up to 15% of their base salary with the
maximum amount determined by law. Employee contributions are fully vested at all
times and discretionary employer contributions are fully vested upon the first
to occur of retirement and five years of service. Employer contributions to the
401(k) plan approximated $13,000 for 1997, $18,000 for 1998 and $56,000 for
1999.

11. MAJOR CUSTOMERS

No customers accounted for over 10% sales in 1997, 1998 or 1999 or for the
three months ended March 31, 2000. The Company performs ongoing evaluations of
its customers' financial condition and generally requires no collateral to
secure outstanding receivables.

F2-17
87
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

12. BUSINESS SEGMENT INFORMATION

Information about the Company's operations by business segment is as
follows:

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
----------------------------- -------------------
1997 1998 1999 1999 2000
------- -------- -------- -------- --------
(UNAUDITED)

REVENUES:
Well servicing................... $20,920 $ 26,687 $ 24,453 $ 4,728 $ 8,475
Fluid services................... 5,214 18,632 12,878 2,721 4,405
------- -------- -------- ------- -------
$26,134 $ 45,319 $ 37,331 $ 7,449 $12,880
======= ======== ======== ======= =======
INCOME (LOSS) BEFORE INCOME TAXES:
Well servicing................... $ 4,388 $ 5,741 $ 4,553 $ 818 $ 2,163
Fluid services................... 1,744 5,943 3,382 691 1,282
Interest expense................. (1,508) (7,166) (6,065) (1,854) (1,560)
General corporate................ (5,651) (38,584) (12,513) (2,772) 3,623
------- -------- -------- ------- -------
$(1,027) $(34,066) $(10,643) $(3,117) $(1,738)
======= ======== ======== ======= =======

YEARS ENDED DECEMBER 31,
---------------------------
1997 1998 1999
------- ------- -------

IDENTIFIABLE ASSETS:
Well servicing........................................ $28,613 $25,531 $23,855
Fluid services........................................ 46,287 20,888 18,893
General corporate..................................... 12,219 6,908 4,113
------- ------- -------
$87,119 $53,327 $46,861
======= ======= =======
CAPITAL EXPENDITURES:
Well servicing........................................ $ 5,883 $ 1,747 $ 1,715
Fluid services........................................ 338 536 469
General corporate..................................... 364 152 103
------- ------- -------
$ 6,585 $ 2,435 $ 2,287
======= ======= =======
DEPRECIATION:
Well servicing........................................ $ 1,941 $ 3,849 $ 3,829
Fluid services........................................ 907 4,593 2,721
General corporate..................................... 83 182 197
------- ------- -------
$ 2,931 $ 8,624 $ 6,747
======= ======= =======

The Company's well servicing business line offers a range of services
including well maintenance, workover of existing wells, new well completions and
plug and abandonment services. The Company's fluid services business line
complements the well service operations by providing liquids handling, water
supply and disposal services.

13. SUBSEQUENT EVENTS

The Company entered into definitive agreements to acquire five businesses
and the stock purchase of a sixth corporation with four inactive rigs during the
last quarter of 1999 and the first quarter of 2000. The closing of each of these
acquisitions is contingent upon the consummation of the Company's initial public
offering. The following described acquisitions were not completed as of December
31, 1999 and are not included in the Company's results of operations for the
twelve months ended December 31, 1999. Other than Trinity Services, which is an
asset purchase rather than a stock purchase, the cash portion of each

F2-18
88
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

acquisition will be adjusted to reflect the net financial assets of the acquired
company as of the acquisition date. Net financial assets is defined as net
working capital minus long-term debt, including leases.

TAT (Turn Around Trucking), Inc.

The Company has entered into a definitive agreement for the acquisition of
TAT (Turn Around Trucking), Inc. ("TAT") for cash and a note with an total
estimated value of approximately $6.5 million. The note will be converted within
45 days after the completion of the offering into shares of the Company's common
stock valued at the initial public offering price; the note accrues interest at
a floating rate equal to the prime rate. TAT operates 32 fluid service trucks, 2
support trucks, 38 fluid service tanks, 2 salt water disposal wells and related
equipment in south Texas.

Sundown Operating Company, Inc.

The Company has entered into a definitive agreement for the acquisition of
Sundown Operating Company, Inc. ("Sundown") for cash and a note with an
estimated value of approximately $5.2 million. The note will be convertible, at
the holder's option, into shares of the Company's common stock valued at the
initial public offering price; the note matures on the one year anniversary of
the closing of the proposed initial public offering and accrues interest at a
floating rate equal to the prime rate. Sundown operates 26 well servicing rigs
and related equipment in the northern Permian Basin.

Eunice Well Service Company

The Company has entered into a definitive agreement for the acquisition of
Eunice Well Service Company ("Eunice") for cash and a note with an estimated
value of approximately $2.1 million. The note will be convertible, at the
holder's option, into shares of the Company's common stock valued at the initial
public offering price; the note matures on the one year anniversary of the
closing of this offering and accrues interest at a floating rate equal to the
prime rate. Eunice operates 10 well servicing rigs and related equipment in the
western Permian Basin.

Gold Star Service Company, Inc.

The Company has entered into a definitive agreement for the acquisition of
Gold Star Service Company, Inc. ("Gold Star") for cash and a note with an
estimated value of approximately $1.85 million. The note will be converted into
shares of our common stock valued at the initial public offering price within 45
days after the completion of the proposed initial public offering; the note
accrues interest at a floating rate equal to the prime rate. Gold Star operates
19 fluid service trucks, 4 support trucks, 1 salt water disposal well, 2 fresh
and brine water stations and related equipment in the western Permian Basin.

Trinity Services

The Company has entered into a definitive agreement for the acquisition of
Trinity Services ("Trinity") for cash, a note and warrants with an estimated
value of approximately $1.94 million. The warrants will be exercisable, at the
holder's option, into shares of the Company's common stock valued at the initial
public offering price. The holder has the option to offset any indebtedness
under the note against the exercise price of the warrant. The note matures 15
months after the closing of this offering and accrues interest at a floating
rate equal to the prime rate. The warrant expires on the later of (1) 18 months
after the closing of the proposed offering or (2) one year after the note is
repaid in full. Trinity operates 10 well servicing rigs and related equipment in
south Texas.

F2-19
89
BASIC ENERGY SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Harrison Well Service, Inc.

The Company has entered into a definitive agreement for the acquisition of
Harrison Well Service, Inc. ("Harrison") for cash and a note with an estimated
value of approximately $1.225 million. The note will be converted into shares of
the Company's common stock at the initial public offering price within 45 days
after the completion of the proposed offering; the note accrues interest at a
floating rate equal to the prime rate. Harrison owns 4 well servicing rigs and
related equipment in the northern Permian Basin.

F2-20
90

APPENDIX A

GLOSSARY OF TERMS

Blowout preventer: A series of valves installed on the wellhead to prevent
the escape of pressure either in the annular space between the casing and tubing
or drill pipe or in open hole during drilling or completion operations.

Brine water: Water that is heavily saturated with salt used in various well
completion and workover activities.

Casing: Steel pipe placed in an oil or gas well as drilling progresses to
prevent the wall of the hole from caving in, to prevent seepage of fluids, and
to provide a means of extracting petroleum if the well is productive.

Drilling mud: The fluid pumped down the drilling string and up the wellbore
to bring debris from the drilling and workover operators to the surface.
Drilling muds also cool and lubricate the bit, protect against blowouts by
holding back underground pressures and, in new well drilling, deposit a mud cake
on the wall of the borehole to minimize loss of fluid to the formation.

Flow back: The re-entry of fluid from the formation into the wellbore
previously pumped into the formation during a frac job or other procedure to
stimulate production. This fluid is allowed to flow out of the wellbore to the
surface where it is then transported offsite to a disposal well.

Frac job or fracturing operations: A procedure to stimulate production of
oil or gas from a well by pumping fluids from the surface under high pressure
into the well bore to induce fractures in the formation.

Frac tank: A steel tank used to store fluids at the well location to
facilitate completion and workover operations. The largest demand is related to
the storage of fluid used in fracturing operations.

Hot oil truck: A truck mounted pump, tank and heating element used to melt
paraffin accumulated in the well bore by pumping heated oil or water through the
well.

Kill truck: A truck with a high pressure pump used to circulate fluid into
the well to overcome formation pressure and stop the flow of oil or gas so that
other well procedures can be performed on the well; also used to pressure test
tubing, flow lines etc.

Plugging and abandonment activities: Activities to remove production
equipment and seal off a well at the end of a well's economic life.

Power swivel: An independently powered rotary tool that is hung from the
traveling block to suspend and permit free rotation of the drill string for
drilling through cement, plugs and other obstructions in the well bore and for
deepening existing well bores. It also provides a connection for the rotary hose
and a passageway for the flow of drilling/circulating fluid into the drill.

Well completion: The activities and procedures necessary to prepare a well
for the production of oil and gas after the well has been drilled to its
targeted depth. Well completions establish a flow path for hydrocarbons between
the reservoir and the surface.

Well servicing: The maintenance work performed on an oil or gas well to
improve or maintain the production from a formation already producing. It
usually involves repairs to the downhole pump, rods, tubing, and so forth or
removal of sand, paraffin or other debris which is preventing or restricting
production of oil or gas.

Well workover: Refers to a broad category of procedures preformed on an
existing well to correct a major downhole problem, such as collapsed casing, or
to establish production from a formation not previously produced, including
deepening the well from its originally completed depth.

A-1
91

[INSIDE OF BACK COVER]

RIGS, TRUCKS AND TANKS ON LOCATION IN WEST TEXAS

[PHOTO]

[PHOTO] PROJECT IN EAST TEXAS

RIG IN OKLAHOMA [PHOTO]

- --------------------------------------------------------------------------------

Until , 2000 all dealers effecting transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the obligations of dealers to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotment or subscriptions.
- --------------------------------------------------------------------------------

[BASIC ENERGY SERVICES, INC. LOGO]

PRUDENTIAL SECURITIES

JOHNSON RICE & COMPANY L.L.C.

SIMMONS & COMPANY
INTERNATIONAL

- --------------------------------------------------------------------------------
93

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below are the expenses (other than underwriting discounts and
commissions) expected to be incurred in connection with the issuance and
distribution of the securities registered hereby. With the exception of the
Securities and Exchange Commission registration fee, the NASD filing fee and the
Nasdaq filing fee, the amounts set forth below are estimates:

Securities and Exchange Commission registration fee......... $ 15,939
NASD filing fee............................................. 6,537
Nasdaq listing fee.......................................... 48,750
Printing and engraving expenses............................. 400,000
Legal fees and expenses..................................... 200,000
Accounting fees and expenses................................ 150,000
Transfer agent and registrar fees........................... 3,500
Miscellaneous............................................... 175,274
----------
TOTAL............................................. $1,000,000

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper. Basic Energy's certificate of incorporation and bylaws
provide that indemnification shall be to the fullest extent permitted by the
DGCL for all current or former directors or officers of Basic Energy. As
permitted by the DGCL, the certificate of incorporation provides that directors
of Basic Energy shall have no personal liability to Basic Energy or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (1) for any breach of the director's duty of loyalty to Basic Energy or
its stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of II-1 law, (3) under Section 174
of the DGCL or (4) for any transaction from which a director derived an improper
personal benefit.
II-1
94

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following information relates to our securities issued or sold within
the past three years which were not registered under the Securities Act of 1933
(giving effect to a 400-for-1 stock split in 2000):

(i) In January 1997, we issued 4,000 shares of common stock to each
Joey D. Fields and Dub W. Harrison as a bonus for services rendered as
employees;

(ii) In February 1997, we issued 88,555 shares of common stock to
Southwest Royalties, Inc. for a total purchase price of $500,000;

(iii) In July and August 1997, we issued an aggregate of 87,665 shares
of common stock to Southwest Partners II, L.P. for a total purchase price
of $1,672,000;

(iv) In July, August, September and December 1997, we issued an
aggregate of 892,225 shares of common stock to Southwest Partners III,
L.P., for a total purchase price of $17,048,000;

(v) In September 1997, we issued warrants (the "Warrants") to Joint
Energy Development Investments Limited Partnership under a loan agreement
as partial consideration for the loan, with an estimated fair value of
$476,000, which Warrants were cancelled in March 1999; and

(vi) In March 1999, we issued 500 shares of Series A Preferred Stock,
1,000 shares of Series B Preferred Stock and 1 share of Series C Preferred
Stock to Joint Energy Development Investments II Limited Partnership in
exchange for the cancellation of indebtedness and the Warrants with an
aggregate estimated fair value of $5 million.

Simultaneously with the completion of this offering, we will issue notes
and warrants convertible or exercisable into an aggregate of 278,334 shares of
common stock (based on a estimated public offering price of $15.00 per share),
valued at the initial public offering price, in connection with the acquisition
of five well services businesses and the stock of one other corporation with
four inactive rigs.

We also may, at our discretion, issue and sell up to 500 shares of Series D
Cumulative Preferred Stock at a purchase price of $10,000 per share to Enron
North America Corp. or its affiliates on or about the time of the completion of
this offering.

Each of these transactions was effected without registration of the
relevant security under the Securities Act in reliance upon the exemption
provided by Section 4(2) of the Securities Act for transactions not involving a
public offering.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a. Exhibits:

II-2
95

10.1+ -- Form of Indemnification Agreement
10.2+ -- 2000 Stock Option Plan
10.3+ -- Employment Agreement dated as of March 16, 1999 with
Kenneth V. Huseman
10.4+ -- First Amendment to Employment Agreement dated as of March
21, 1999 with Kenneth V. Huseman
10.5+ -- Employment Agreement with Dub W. Harrison
10.6+ -- Employment Agreement with Charles W. Swift
10.7+ -- Employment Agreement with Ronald T. McClung
10.8+ -- Securities Purchase Agreement dated as of March 31, 1999
with JEDI II
10.9+ -- Registration Rights Agreement dated as of March 31, 1999
with JEDI II
10.10+ -- Stockholders' Agreement dated as of March 31, 1999 with
JEDI II and other stockholders named therein
10.11+ -- Stockholders' Agreement dated as of March 21, 2000 with
JEDI II and other stockholders named therein
10.12+ -- Subordinated Loan Agreement dated as of March 31, 1999
with JEDI II
10.13+ -- $25,000,000 Subordinated Note dated as of March 31, 1999
to JEDI II
10.14+ -- Senior Loan Agreement dated as of March 31, 1999 with
JEDI II as Senior Agent and the Senior Lender
10.15+ -- $24,408,000 Senior Note dated as of March 31, 1999 to
JEDI II
10.16+ -- Subscription Agreement dated as of June 1, 2000 between
Basic Energy and Enron North America Corp.
10.17+ -- Stock Purchase Agreement dated as of March 1, 2000, as
amended, with Turn Around Trucking and other sellers
named therein
10.18+ -- Asset Purchase Agreement dated as of February 10, 2000
with Trinity
10.19+ -- Acquisition Agreement dated as of March 14, 2000, as
amended, with Gold Star and other sellers named therein
10.20+ -- Stock Purchase Agreement dated as of February 29, 2000,
as amended, with Eunice and the other sellers named
therein
10.21+ -- Stock Purchase Agreement dated as of December 29, 1999,
as amended, with Harrison and the other sellers named
therein
10.22+ -- Stock Purchase Agreement dated as of February 8, 2000, as
amended, with Sundown and the other sellers named therein
10.23+ -- First Amendment to Loan Agreement dated as of March 31,
2000
10.24* -- Amended and Restated Subordinated Loan Agreement dated as
of June , 2000, with JEDI II
10.25+ -- Form of Financing Agreement with CIT dated as of June ,
2000
10.26* -- First Amendment to Stockholders' Agreement dated as of
June 1, 2000, between Basic Energy and the Stockholders
named therein
21.1+ -- Subsidiaries of Basic Energy
23.1* -- Consent of KPMG LLP
23.4+ -- Consent of Andrews & Kurth L.L.P. (Contained in Exhibit
5.1)
24.1+ -- Power of Attorney (included on signature page)
27.1+ -- Financial Data Schedule

- ---------------

+ Previously filed

* Filed herewith

b. Financial Statement Schedules

II-3
96

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 14, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(b) To provide to the underwriter(s) at the closing specified in the
underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriter(s) to permit prompt delivery
to each purchaser.

(c) For purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared effective.

(d) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-4
97

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston, in
the State of Texas, on June 19, 2000.

BASIC ENERGY SERVICES, INC.

By: /s/ RONALD T. MCCLUNG
----------------------------------
Name: Ronald T. McClung
Title: Chief Financial Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED BELOW.

SIGNATURE DATE
--------- ----

* Chairman and Director June 19, 2000
- -----------------------------------------------------
H.H. Wommack, III

/s/ KENNETH V. HUSEMAN President, Chief Executive June 19, 2000
- ----------------------------------------------------- Officer and Vice Chairman
Kenneth V. Huseman

/s/ RONALD T. MCCLUNG Chief Financial Officer June 19, 2000
- ----------------------------------------------------- (Principal Accounting Officer)
Ronald T. McClung

* Director June 19, 2000
- -----------------------------------------------------
William M. Kerr, Jr.

Director June 19, 2000
- -----------------------------------------------------
Paul L. Morris

* Director June 19, 2000
- -----------------------------------------------------
William J. Myers

* Director June 19, 2000
- -----------------------------------------------------
Steve Person

* Director June 19, 2000
- -----------------------------------------------------
Clifford Strozier

*By: /s/ RONALD T. MCCLUNG
------------------------------------------------
Ronald T. McClung
Attorney-in-Fact

II-5
98

EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTION
-------------- -----------

1.1+ -- Form of Underwriting Agreement
3.1+ -- Amended and Restated Certificate of Incorporation
3.2+ -- Restated Bylaws
3.3+ -- Certificate of Designations of Series A Cumulative
Preferred Stock
3.4+ -- Certificate of Designations of Series B Convertible
Preferred Stock
3.5+ -- Certificate of Designations of Series C Convertible
Preferred Stock
3.6+ -- Form of Certificate of Designations for Series One Junior
Participating Preferred Stock (filed as Exhibit A to
Exhibit 4.2)
3.7+ -- Form of Certificate of Designations for Series D
Cumulative Preferred Stock
4.1+ -- Form of Stock Certificate representing one share of
common stock
4.2+ -- Form of Stockholder Rights Agreement dated as of May ,
2000 between the Registrant and American Stock Transfer &
Trust Company
4.3+ -- Form of Rights Certificate (filed as Exhibit B to Exhibit
4.2)
5.1+ -- Opinion of Andrews & Kurth L.L.P.
10.1+ -- Form of Indemnification Agreement
10.2+ -- 2000 Stock Option Plan
10.3+ -- Employment Agreement dated as of March 16, 1999 with
Kenneth V. Huseman
10.4+ -- First Amendment to Employment Agreement dated as of March
21, 1999 with Kenneth V. Huseman
10.5+ -- Employment Agreement with Dub W. Harrison
10.6+ -- Employment Agreement with Charles W. Swift
10.7+ -- Employment Agreement with Ronald T. McClung
10.8+ -- Securities Purchase Agreement dated as of March 31, 1999
with JEDI II
10.9+ -- Registration Rights Agreement dated as of March 31, 1999
with JEDI II
10.10+ -- Stockholders' Agreement dated as of March 31, 1999 with
JEDI II and other stockholders named therein
10.11+ -- Stockholders' Agreement dated as of March 21, 2000 with
JEDI II and other stockholders named therein
10.12+ -- Subordinated Loan Agreement dated as of March 31, 1999
with JEDI II
10.13+ -- $25,000,000 Subordinated Note dated as of March 31, 1999
to JEDI II
10.14+ -- Senior Loan Agreement dated as of March 31, 1999 with
JEDI II as Senior Agent and the Senior Lender
10.15+ -- $24,408,000 Senior Note dated as of March 31, 1999 to
JEDI II
10.16+ -- Subscription Agreement dated as of June 1, 2000 between
Basic Energy and Enron North America Corp.
10.17+ -- Stock Purchase Agreement dated as of March 1, 2000, as
amended, with Turn Around Trucking and other sellers
named therein
10.18+ -- Asset Purchase Agreement dated as of February 10, 2000
with Trinity
10.19+ -- Acquisition Agreement dated as of March 14, 2000, as
amended, with Gold Star and other sellers named therein
10.20+ -- Stock Purchase Agreement dated as of February 29, 2000,
as amended, with Eunice and the other sellers named
therein

EXHIBIT NUMBER DESCRIPTION
-------------- -----------

10.21+ -- Stock Purchase Agreement dated as of December 29, 1999,
as amended, with Harrison and the other sellers named
therein
10.22+ -- Stock Purchase Agreement dated as of February 8, 2000, as
amended, with Sundown and the other sellers named therein
10.23+ -- First Amendment to Loan Agreement dated as of March 31,
2000
10.24* -- Amended and Restated Subordinated Loan Agreement dated as
of June , 2000, with JEDI II
10.25+ -- Form of Financing Agreement with CIT dated as of June ,
2000
10.26* -- First Amendment to Stockholders' Agreement dated as of
June 1, 2000, between Basic Energy and the Stockholders
named therein
21.1+ -- Subsidiaries of Basic Energy
23.1* -- Consent of KPMG LLP
23.4+ -- Consent of Andrews & Kurth L.L.P. (Contained in Exhibit
5.1)
24.1+ -- Power of Attorney (included on signature page)
27.1+ -- Financial Data Schedule

- ---------------

+ Previously filed

* Filed herewith