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6-K

National Energy Services Reunited Corp. (NESR)

6-K 2021-08-04 For: 2021-08-04
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Added on April 08, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2021

CommissionFile Number: 001-38091

NATIONALENERGY SERVICES REUNITED CORP.

(Exact name of Registrant as specified in its charter)

NotApplicable

(Translation of registrant’s name into English)

777Post Oak Blvd., Suite 730

Houston,Texas 77056

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X] Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes [  ] No [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes [  ] No [X]

InformationContained in this Form 6-K Report

On August 4, 2021, National Energy Services Reunited Corp. (“NESR”) issued a press release announcing its financial condition and results of operations for the quarter ended June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.

The information contained in this report and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filings made by NESR under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

FinancialStatements and Exhibits

Exhibits.

Number Description
99.1 Press Release dated August 4, 2021.

SIGNATURES

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

NATIONAL<br> ENERGY SERVICES REUNITED CORP.
Date:<br> August 4, 2021 By: /s/ Christopher L. Boone
Name: Christopher<br> L. Boone
Title: Chief<br> Financial Officer

Exhibit99.1

NationalEnergy Services Reunited Corp. Reports Second Quarter 2021 Financial Results

Revenue<br> for the second quarter of 2021 is $235 million, growing 16% year-over-year and 11% over the sequential quarter
Free<br> cash flow (a non-GAAP measure) for the second quarter of 2021 is $12 million*
Net<br> Income for the second quarter of 2021 is $8 million
Adjusted<br> Net Income (a non-GAAP measure) for the second quarter of 2021 is $13 million*
Adjusted<br> EBITDA (a non-GAAP measure) is $54 million, an increase of 7% over the sequential quarter and 3% year-over-year *
Diluted<br> Earnings per Share (EPS) for the second quarter of 2021 is $0.08
Adjusted<br> Diluted EPS (a non-GAAP measure), which includes $0.06 per share of Charges and Credits, for the second quarter of 2021 is $0.14*

HOUSTON, August 4, 2021 – National Energy Services Reunited Corp. (“NESR” or the “Company”) (NASDAQ: NESR) (NASDAQ: NESRW), a national, industry-leading provider of integrated energy services in the Middle East and North Africa (“MENA”) and Asia Pacific regions, today reported its financial results for the quarter ended June 30, 2021. The Company posted the following results for the periods presented:

Three Months Ended Variance
(in thousands except per share amounts and percentages) June 30,<br> <br>2021 March 31, 2021 June 30,<br> <br>2020 Sequential Year-over- year
Revenue $ 234,927 $ 212,426 $ 203,249 11 % 16 %
Net income 7,821 11,472 10,514 (32 )% (26 )%
Adjusted net income (non-GAAP)* 12,817 13,677 12,342 (6 )% 4 %
Adjusted EBITDA (non-GAAP)* 53,607 50,221 51,841 7 % 3 %
Diluted EPS 0.08 0.13 0.12 (38 )% (33 )%
Adjusted Diluted EPS (non-GAAP)* 0.14 0.15 0.14 (7 )% - %
Free cash flow (non-GAAP)* 11,663 35,240 15,948 $ (23,577 ) $ (4,285 )

*The Company presents its financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”). However, management believes that using additional non-GAAP measures will enhance the evaluation of the profitability of the Company and its ongoing operations. Please see Tables 1, 2, 3, 4, 5 and 6 below for reconciliations of GAAP to non-GAAP financial measures.

Sherif Foda, Chairman of the Board and CEO of NESR said, “The second quarter was another milestone in which we continued to outpace market growth and prepared for the long international upcycle. We are very proud to have published our inaugural ESG report (https://www.nesr.com/assets/NESR-2020-ESG-Report.pdf), which highlights our core values and demonstrates our strength as the true National Champion of MENA, with clear, positive impact to the communities and environments where we operate. We always strive to play a significant role in enabling our industry to continue to be the most reliable provider of energy to the world in a sustainable and responsible fashion, and I am excited for the opportunities our flagship water projects and newly formed ESG IMPACT Segment provide.”

Mr. Foda continued, “Separately, NESR successfully integrated the operations of the three oilfield service lines that we acquired from Action Energy Company W.L.L. (“Action”) in early May 2021.  The initial payment to Action was substantially funded by available cash from operations, and the transaction further solidifies our rapidly growing presence in Kuwait.”

NetIncome Results

The Company had net income for the second quarter of 2021 totaling $7.8 million. Adjusted net income for the second quarter of 2021 is $12.8 million and includes adjustments totaling $5.0 million (collectively, “Total Charges and Credits”) mainly related to transaction costs related to mergers and acquisitions and restructuring activities. A complete list of the adjusting items and the associated reconciliation from GAAP has been provided in Table 1 below in the section entitled “Reconciliation of Net Income and Adjusted Net Income.”

The Company reported $0.08 of diluted earnings per share (“EPS”) for the second quarter of 2021. Adjusted for the impact of Total Charges and Credits, Adjusted Diluted EPS, a non-GAAP measure described in Table 1 below, for the second quarter of 2021 is $0.14.

AdjustedEBITDA Results

The Company produced Adjusted EBITDA of $53.6 million during the second quarter of 2021, growing 7% as compared to $50.2 million in the first quarter of 2021, and improving 3% as compared to $51.8 million in the second quarter of 2020. Second quarter 2021 Adjusted EBITDA includes adjustments for certain Total Charges and Credits (those not related to interest, taxes, and/or depreciation and amortization) of $5.0 million. The Company posted the following results for the periods presented.

(in thousands) Quarter ended<br> <br>June 30, 2021 Quarter ended<br> <br>March 31, 2021 Quarter ended<br> <br>June 30, 2020
Revenue $ 234,927 $ 212,426 $ 203,249
Adjusted EBITDA $ 53,607 $ 50,221 $ 51,841

ProductionServices Segment Results

The Production Services segment contributed $152.7 million to consolidated revenue for the second quarter of 2021, an improvement of 12% from $136.8 million in the first quarter of 2021, mainly due to increased hydraulic fracturing activities, and 10% from $139.0 million in the second quarter of 2020. Segment Adjusted EBITDA, a non-GAAP measure, increased to $40.8 million from $36.3 million in the first quarter of 2021, an improvement of 12%, and from $40.5 million in the second quarter of 2020, an increase of 1%. Segment Adjusted EBITDA margins were substantially flat on a sequential quarter basis. The Production Services segment posted the following results for the periods presented.

(in thousands) Quarter ended<br> <br>June 30, 2021 Quarter ended<br> <br>March 31, 2021 Quarter ended<br> <br>June 30, 2020
Revenue $ 152,670 $ 136,767 $ 139,034
Operating income $ 18,015 $ 14,182 $ 20,217
Adjusted EBITDA $ 40,764 $ 36,298 $ 40,477

Drillingand Evaluation Services Segment Results

The Drilling and Evaluation (“D&E”) Services segment contributed $82.3 million to consolidated revenue for the second quarter of 2021. Segment Adjusted EBITDA, a non-GAAP measure, totaled $17.5 million in the second quarter of 2021, improving 10% from $15.8 million in the second quarter of 2020. Segment EBITDA margins declined on sequential quarter basis as a result of product mix between the drilling and evaluation businesses.

The D&E Services segment posted the following results for the periods presented.

(in thousands) Quarter ended<br> <br>June 30, 2021 Quarter ended<br> <br>March 31, 2021 Quarter ended<br> <br>June 30, 2020
Revenue $ 82,257 $ 75,659 $ 64,215
Operating income $ 8,558 $ 9,713 $ 8,334
Adjusted EBITDA $ 17,505 $ 17,966 $ 15,847

Offsetting both the Production Services segment and D&E Services segment results were certain corporate costs, which are not allocated to segment operations.

BalanceSheet

Cash and cash equivalents are $66.1 million as of June 30, 2021, compared to $75.0 million as of December 31, 2020.

Total debt as of June 30, 2021 is $401.3 million with $113.8 million of such debt classified as short-term. Working capital for the Company totaled $131.6 million as of June 30, 2021. Free cash flow, a non-GAAP measure, for the second quarter of 2021 is $11.7 million. Net Debt (a non-GAAP measure), which is the sum of our recorded Current installments of long-term debt, Short-term borrowings, and Long-term debt less Cash and cash equivalents, totaled $335.2 million as of June 30, 2021 as compared to $323.5 million as of December 31, 2020 and $342.3 million as of June 30, 2020. Net Debt has increased since year-end primarily due to additional borrowing capacity provided by the Company’s lenders to fund growth in certain countries. A reconciliation of the comparable GAAP measures to Net Debt is provided in Table 4 below, entitled “Reconciliation to Net Debt.”

ConferenceCall Information

NESR will host a conference call on Wednesday, August 4, 2021, to discuss second quarter financial results. The call will begin at 8:00 AM Eastern Time.

Investors, analysts and members of the media interested in listening to the conference call are encouraged to participate by dialing in to the U.S. toll-free line at 1-877-407-0312 or the international line at 1-201-389-0899. A live, listen-only webcast will also be available under the “Investors” section of the Company’s website at www.nesr.com. A replay of the conference call will be available after the event under the “Investors” section of the Company’s website.

AboutNational Energy Services Reunited Corp.

Founded in 2017, NESR is one of the largest national oilfield services providers in the MENA and Asia Pacific regions. With over 5,000 employees, representing more than 60 nationalities in over 15 countries, the Company helps its customers unlock the full potential of their reservoirs by providing Production Services such as Hydraulic Fracturing, Cementing, Coiled Tubing, Filtration, Completions, Stimulation, Pumping and Nitrogen Services. The Company also helps its customers to access their reservoirs in a smarter and faster manner by providing Drilling and Evaluation Services such as Drilling Downhole Tools, Directional Drilling, Fishing Tools, Testing Services, Wireline, Slickline, Drilling Fluids and Rig Services.

Forward-LookingStatements

This communication contains forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Any and all statements contained in this communication that are not statements of historical fact, the impact of the COVID-19 pandemic and the Company’s response to COVID-19, may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of these terms) may identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this communication may include, without limitation, the plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures, dividends, capital structure or other financial items, the Company’s future financial performance, expansion plans and opportunities, completion and integration of acquisitions, including the SAPESCO acquisition, and the assumptions underlying or relating to any such statement.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation: estimates of the Company’s future revenue, expenses, capital requirements and the Company’s need for financing; the risk of legal complaints and proceedings and government investigations; the Company’s financial performance; success in retaining or recruiting, or changes required in, the Company’s officers, key employees or directors; current and future government regulations; developments relating to the Company’s competitors; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic and market conditions, particularly during extended periods of low oil and gas prices, political disturbances, war, terrorist acts, public health crises and threats, including risks from the coronavirus COVID-19 outbreak, ongoing actions taken by businesses and governments and resulting significant disruption in international economies, international financial and oil markets; international currency fluctuations, business and/or competitive factors; and other risks and uncertainties set forth in the Company’s most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”).

You are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. The Company disclaims any obligation to update the forward-looking statements contained in this communication to reflect any new information or future events or circumstances or otherwise, except as required by law. You should read this communication in conjunction with other documents which the Company may file or furnish from time to time with the SEC.

The preliminary financial results for the Company’s second quarter ended June 30, 2021 included in this press release represent the most current information available to management. The Company’s actual results when disclosed in its Periodic Report on Form 6-K for the quarter ended June 30, 2021 may differ from these preliminary results as a result of the completion of the Company’s financial statement closing procedures, final adjustments, completion of the independent registered public accounting firm’s review procedures, and other developments that may arise between now and the disclosure of the final results.

NATIONALENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS

(In US$ thousands, except share data)

June 30, 2021 December 31, 2020
Assets
Current assets
Cash and cash equivalents $ 66,074 $ 75,012
Accounts receivable, net 116,483 116,835
Unbilled revenue 117,909 158,457
Service inventories 103,305 94,263
Prepaid assets 13,238 11,480
Retention withholdings 46,384 36,773
Other receivables 17,483 18,454
Other current assets 3,695 3,943
Total current assets 484,571 515,217
Non-current assets
Property, plant and equipment, net 452,453 437,743
Intangible assets, net 131,424 110,376
Goodwill 628,752 620,921
Other assets 7,853 2,797
Total assets $ 1,705,053 $ 1,687,054
Liabilities and equity
Liabilities
Accounts payable 138,914 144,614
Accrued expenses 39,977 73,783
Current installments of long-term debt 54,077 47,500
Short-term borrowings 59,709 42,360
Income taxes payable 5,628 9,420
Other taxes payable 5,095 11,289
Other current liabilities 49,542 30,400
Total current liabilities 352,942 359,366
Long-term debt 287,483 308,614
Deferred tax liabilities 19,447 21,070
Employee benefit liabilities 23,520 21,515
Other liabilities 37,515 32,071
Total liabilities 720,907 742,636
Commitments and contingencies - -
Equity
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding at June 30, 2021 and December 31, 2020, respectively - -
Common stock and additional paid in capital, no par value; unlimited shares authorized; 91,119,218 and 87,777,553 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively 851,548 831,146
Retained earnings 132,509 113,216
Accumulated other comprehensive income 97 64
Total shareholders’ equity 984,154 944,426
Non-controlling interests (8 ) (8 )
Total equity 984,146 944,418
Total liabilities and equity $ 1,705,053 $ 1,687,054

NATIONALENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In US$ thousands, except share data and per share amounts)

Quarter ended Year-to-date period ended
Description June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Revenues $ 234,927 $ 203,249 $ 447,353 $ 402,548
Cost of services (193,931 ) (164,343 ) (368,242 ) (322,613 )
Gross profit 40,996 38,906 79,111 79,935
Selling, general and administrative expenses (22,379 ) (17,114 ) (40,525 ) (35,741 )
Amortization (4,499 ) (3,934 ) (8,507 ) (7,821 )
Operating income 14,118 17,858 30,079 36,373
Interest expense, net (3,234 ) (4,165 ) (6,397 ) (8,675 )
Gain/(loss) on Private Warrant Liability - (22 ) - 558
Other income / (expense), net (655 ) (309 ) (372 ) (420 )
Income before income tax 10,229 13,362 23,310 27,836
Income tax expense (2,408 ) (2,848 ) (4,017 ) (5,375 )
Net income 7,821 10,514 19,293 22,461
Net income / (loss) attributable to non-controlling interests - - - -
Net income attributable to shareholders $ 7,821 $ 10,514 $ 19,293 $ 22,461
Weighted average shares outstanding:
Basic 91,124,273 88,232,694 90,788,083 87,731,986
Diluted 94,636,374 88,232,694 93,368,023 87,731,986
Net earnings per share (Note 16):
Basic $ 0.09 $ 0.12 $ 0.21 $ 0.25
Diluted $ 0.08 $ 0.12 $ 0.21 $ 0.25

NATIONALENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In US$ thousands)

Year-to-date period ended Quarter<br><br> <br>ended
June 30, 2021 June 30, 2020 June 30, 2021
Cash flows from operating activities:
Net income $ 19,293 $ 22,461 $ 7,821
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 62,320 59,585 32,109
Share-based compensation expense 4,600 3,760 3,039
Loss (Gain) on disposal of assets 367 240 767
Non-cash interest (income) expense (51 ) (125 ) 11
Deferred tax expense (benefit) (1,623 ) (2,126 ) (729 )
Allowance for (reversal of) doubtful receivables 286 (26 ) 207
Provision for obsolete service inventories - 614 -
Loss (Gain) on Private Warrant liability - (558 ) -
Other operating activities, net 240 219 (96 )
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 9,308 1,887 20,061
(Increase) decrease in Unbilled revenue 41,900 (44,517 ) 2,308
(Increase) decrease in Retention withholdings (9,611 ) (8,701 ) (15,458 )
(Increase) decrease in inventories (6,288 ) (7,883 ) (4,656 )
(Increase) decrease in prepaid expenses (1,449 ) 857 671
(Increase) decrease in other current assets 3,411 6,685 4,407
(Increase) decrease in other long-term assets and liabilities (516 ) (2,140 ) 654
Increase (decrease) in accounts payable and accrued expenses (32,038 ) 23,185 (2,610 )
Increase (decrease) in other current liabilities (10,678 ) (818 ) (15,517 )
Net cash provided by operating activities 79,471 52,599 32,989
Cash flows from investing activities:
Capital expenditures (32,568 ) (50,661 ) (21,326 )
Proceeds from disposal of assets 784 1,277 132
Acquisition of business, net of cash acquired (36,923 ) 3,740 (36,385 )
Other investing activities (3,104 ) (570 ) (1,104 )
Net cash used in investing activities (71,811 ) (46,214 ) (58,683 )
Cash flows from financing activities:
Proceeds from long-term debt - 15,000 -
Repayments of long-term debt (15,000 ) - (7,500 )
Proceeds from short-term borrowings 58,394 3,999 39,240
Repayments of short-term borrowings (40,938 ) (7,131 ) (21,540 )
Payments on capital leases (10,117 ) (11,180 ) (3,772 )
Payments on seller-provided financing for capital expenditures (8,830 ) (992 ) (3,787 )
Other financing activities, net (141 ) - (141 )
Net cash provided by (used in) financing activities (16,632 ) (304 ) 2,500
Effect of exchange rate changes on cash 34 35 -
Net increase (decrease) in cash (8,938 ) 6,116 (23,194 )
Cash and cash equivalents, beginning of period 75,012 73,201 89,268
Cash and cash equivalents, end of period $ 66,074 $ 79,317 $ 66,074

NATIONALENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

RECONCILIATIONOF NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In US$ thousands except per share amounts)

The Company uses and presents certain key non-GAAP financial measures to evaluate its business and trends, measure performance, prepare financial projections and make strategic decisions. Included in this release are discussions of earnings before interest, income tax and depreciation and amortization adjusted for certain non-recurring and non-core expenses (“Adjusted EBITDA”), net income and diluted earnings per share (“EPS”) adjusted for certain non-recurring and non-core expenses (“Adjusted Net Income” and “Adjusted Diluted EPS,” respectively), as well as a reconciliation of these non-GAAP measures to operating income, net income, and diluted EPS, respectively, in accordance with GAAP. The Company also discusses the non-GAAP balance sheet measure of the sum of our recorded current installments of long-term debt, short-term borrowings, and long-term debt less cash and cash equivalents (“Net Debt”) in this release and provides a reconciliation to the GAAP measures of cash and cash equivalents, current installments of long-term debt, short-term borrowings, and long-term debt to Net Debt.

The Company believes that the presentation of Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS provides useful information to investors in assessing its financial performance and results of operations as the Company’s board of directors, management and investors use Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS to compare the Company’s operating performance on a consistent basis across periods by removing the effects of changes in capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), items that do not impact the ongoing operations (transaction, integration, and startup costs) and items outside the control of its management team. Similarly, Net Debt is used by management as a liquidity measure used to illustrate the Company’s debt level absent variability in cash and cash equivalents, and the Company believes that the presentation of Net Debt provides useful information to investors in assessing its financial leverage. Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS should not be considered as an alternative to operating income, net income, or diluted EPS, respectively, the most directly comparable GAAP financial measures. Net Debt also should not be considered as an alternative to GAAP measures of cash and cash equivalents, current installments of long-term debt, short-term borrowings, and long-term debt. Finally, Free Cash Flow is used by management as a liquidity measure to illustrate the Company’s ability to produce cash that is available to be distributed in a discretionary manner, after excluding investments in capital assets. Free Cash Flow should not be considered as an alternative to Net cash provided by (used in) operations or Net cash provided by (used in) investing activities, respectively, the most directly comparable GAAP financial measures. Non-GAAP financial measures have important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measure. You should not consider non-GAAP measures in isolation or as a substitute for an analysis of the Company’s results as reported under GAAP.

Information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments is focused on the timing of when the services are performed during a well’s lifecycle. Production Services are services performed during the production stage of a well’s lifecycle. Drilling and Evaluation Services are services performed during the pre-production stages of a well’s lifecycle. The Company believes that the presentation of Segment EBITDA provides useful information to investors in assessing its financial performance and results of operations.

Table1 - Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS

Quarter ended<br> <br>June 30, 2021 Quarter ended<br> <br>March 31, 2021 Quarter ended<br> <br>June 30, 2020
Net<br> <br>Income Diluted<br> <br>EPS Net Income Diluted<br> <br>EPS Net Income Diluted<br> <br>EPS
Net Income $ 7,821 $ 0.08 $ 11,472 $ 0.13 $ 10,514 $ 0.12
Add Charges and Credits:
Transaction and other costs 4,996 0.06 2,205 0.02 1,828 0.02
Total Charges and Credits^(1)^ 4,996 0.06 2,205 0.02 1,828 0.02
Total Adjusted Net Income $ 12,817 $ 0.14 $ 13,677 $ 0.15 $ 12,342 $ 0.14
^(1)^ In<br> the second quarter of 2021, Total Charges and Credits included $5.0 million mainly related to transaction costs related to mergers<br> and acquisitions and restructuring activities. In the first quarter of 2021, Total Charges and Credits included $2.2 million mainly<br> related to transaction costs related to mergers and acquisitions and restructuring activities. Similarly, in the second quarter of<br> 2020, Total Charges and Credits included $1.8 million mainly related to nonrecurring transaction costs associated with the acquisition<br> of SAPESCO in Egypt.
--- ---

Table2 - Reconciliation of Net Income to Adjusted EBITDA

Quarter ended<br> <br>June 30, 2021 Quarter ended<br> <br>March 31, 2021 Quarter ended<br> <br>June 30, 2020
Net Income $ 7,821 $ 11,472 $ 10,514
Add:
Income Taxes 2,408 1,609 2,848
Interest Expense, net 3,234 3,163 4,165
Depreciation and Amortization 35,148 31,772 32,486
Charges and Credits impacting Adjusted EBITDA^(2)^ 4,996 2,205 1,828
Total Adjusted EBITDA $ 53,607 $ 50,221 $ 51,841
^(2)^ Charges<br> and Credits impacting Adjusted EBITDA are described in Table 1 above. Charges and Credits impacting Adjusted EBITDA exclude items<br> related to interest, income tax and depreciation and amortization.
--- ---

Table3 - Reconciliation of Segment EBITDA to Adjusted EBITDA

Quarter ended June 30, 2021 **** Quarter ended March 31, 2021 **** Quarter ended June 30, 2020 ****
EBITDA **** Charges and Credits impacting Adjusted EBITDA Adjusted EBITDA **** EBITDA **** Charges and Credits impacting Adjusted EBITDA Adjusted EBITDA **** EBITDA **** Charges and Credits impacting Adjusted EBITDA Adjusted EBITDA ****
Production<br> Services $ 39,382 $ 1,382 $ 40,764 $ 34,617 $ 1,681 $ 36,298 $ 39,572 $ 905 $ 40,477
Drilling<br> & Evaluation 16,878 627 17,505 17,966 - 17,966 15,631 216 15,847
Unallocated (7,649 ) 2,987 (4,662 ) (4,567 ) 524 (4,043 ) (5,190 ) 707 (4,483 )
Total $ 48,611 $ 4,996 $ 53,607 $ 48,016 $ 2,205 $ 50,221 $ 50,013 $ 1,828 $ 51,841

Table4 - Reconciliation of Segment EBITDA to Segment Operating Income

Quarter ended June 30, 2021 Quarter ended March 31, 2021 Quarter ended June 30, 2020
Production Services:
Segment EBITDA $ 39,382 $ 34,617 $ 39,572
Depreciation and amort. (21,598 ) (20,539 ) (19,637 )
Other (income)/expense, net 231 104 282
Segment Operating Income 18,015 14,182 20,217
Drilling and Evaluation Services:
Segment EBITDA 16,878 17,966 15,631
Depreciation and amort. (8,424 ) (7,937 ) (7,318 )
Other (income)/expense, net 104 (316 ) 21
Segment Operating Income 8,558 9,713 8,334
Unallocated:
Segment EBITDA (7,649 ) (4,567 ) (5,168 )
Share-based compensation (3,039 ) (1,561 ) (2,125 )
Depreciation and amort. (2,087 ) (1,735 ) (3,406 )
Other (income)/expense, net 320 (71 ) 6
Segment Operating Income (12,455 ) (7,934 ) (10,693 )
Total Operating Income $ 14,118 $ 15,961 $ 17,858

Table5 - Reconciliation of Net cash provided by (used in) operating activities to Free Cash Flow

Quarter Ended
June 30, 2021 March 31, 2021 June 30, 2020
Net cash provided by (used in) operating activities $ 32,989 $ 46,482 $ 42,650
Less:
Capital expenditures (21,326 ) (11,242 ) (26,702 )
Free cash flow $ 11,663 $ 35,240 $ 15,948

Table6 - Reconciliation to Net Debt

June 30, 2021 March 31, 2021 June 30, 2020
Current installments of long-term debt $ 54,077 $ 50,327 $ 46,372
Short-term borrowings 59,709 42,110 39,781
Long-term debt 287,483 298,480 335,457
Less:
Cash and cash equivalents (66,074 ) (89,268 ) (79,317 )
Net Debt $ 335,195 $ 301,649 $ 342,293

Forinquiries regarding NESR, please contact:

Christopher L. Boone

National Energy Services Reunited Corp.

832-925-3777

investors@nesr.com