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6-K

National Energy Services Reunited Corp. (NESR)

6-K 2021-02-24 For: 2021-02-24
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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 February 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 ☒ 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 ☒

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 ☒

InformationContained in this Form 6-K Report

On February 24, 2021, National Energy Services Reunited Corp. (“NESR”) issued a press release announcing its financial condition and results of operations for the quarter ended December 31, 2020. 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 February 24, 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> February 24, 2021 By: /s/ Christopher L. Boone
Name: Christopher<br> L. Boone
Title: Chief<br> Financial Officer

Exhibit99.1

NationalEnergy Services Reunited Corp. Reports Fourth Quarter 2020 Financial Results

Revenue<br> for the full year 2020 is $834 million, growing 27% year-over-year
Revenue<br> for the fourth quarter of 2020 is $213 million, growing 15% year-over-year and decreased<br> 2% quarter-over-quarter
Free<br> cash flow (a non-GAAP measure) for the fourth quarter of 2020 is $33 million, improving $25 million over the<br> sequential quarter and $7 million year-over-year*
Net<br> Income for the fourth quarter of 2020 is $17 million, growing 344% year-over-year<br> and 42% over the sequential quarter
Adjusted<br> Net Income (a non-GAAP measure) for the fourth quarter of 2020 is $18 million*
Adjusted<br> EBITDA (a non-GAAP measure) is $55 million, an increase of 6% year-over-year*
Diluted<br> Earnings per Share (“EPS”) for the fourth quarter of 2020 is $0.18
Adjusted<br> Diluted EPS (a non-GAAP measure) for the fourth quarter of 2020 is $0.20*

HOUSTON, February 24, 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 December 31, 2020. The Company posted the following results for the periods presented:

Three Months Ended Variance
(in<br> thousands except per share amounts and percentages) December 31,<br><br> <br>2020 September 30,<br><br> <br>2020 December 31,<br><br> <br>2019 Sequential Year-over- year
Revenue $ 213,175 $ 218,423 $ 185,176 (2 )% 15 %
Net income 16,518 11,666 3,724 42 % 344 %
Adjusted net income (non-GAAP)* 18,454 14,165 18,948 30 % (3 )%
Adjusted EBITDA (non-GAAP)* 54,615 55,803 51,749 (2 )% 6 %
Diluted EPS 0.18 0.13 0.04 38 % 350 %
Adjusted Diluted EPS (non-GAAP)* 0.20 0.16 0.21 25 % (5 )%
Free cash flow (non-GAAP)* 33,290 8,668 26,027 24,622 7,263

*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, “NESR delivered another solid quarter despite ongoing regional and global turbulence from the coronavirus pandemic. Commercially, our team’s focus on free cash flow and strengthening our balance sheet resulted in incremental free cash flow on both a year-over-year and sequential quarter basis. Operationally, we continue to demonstrate our core values of being the National Champion for MENA and generating In-Country value with the announcements of a well testing win in Kuwait and a partnership with a significant customer in Oman to create 600 new jobs for Omanis, respectively.”

Mr. Foda continued, “Additionally, last month, NESR participated in the 2021 Future Investment Initiative in Riyadh, Saudi Arabia, where we announced the creation of our ESG Impact Segment. The announcement highlighted NESR’s commitment to improving the industry ESG performance and delivering services that seek to mitigate climate change, enhance water management and conservation, minimize environmental waste in the industry, and provide innovative energy solutions.”

NetIncome Results

Net income for the fourth quarter of 2020 is $16.5 million. Adjusted net income for the fourth quarter of 2020 is $18.5 million and includes adjustments totaling $1.9 million (collectively, “Total Charges and Credits”) mainly related to integration costs associated with the acquisition of SAPESCO in Egypt 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 $0.18 of diluted earnings per share (“EPS”) for the fourth quarter of 2020. Adjusted for the impact of Total Charges and Credits, Adjusted Diluted EPS, a non-GAAP measure described in Table 1 below, for the fourth quarter of 2020 is $0.20.

AdjustedEBITDA Results

The Company produced Adjusted EBITDA of $54.6 million during the fourth quarter of 2020, growing 6% as compared to $51.7 million in the fourth quarter of 2019. Fourth quarter 2020 Adjusted EBITDA includes adjustments for certain Total Charges and Credits (those not related to interest, taxes, and/or depreciation and amortization) of $1.9 million. Included in our results are gains of $9.6 million on lower realized earnout payments on the recent transaction and an unfavorable non-cash charge of $3 million for end of service liabilities. The Company posted the following results for the periods presented.

(in<br> thousands) Quarter ended<br> <br>December 31, 2020 Quarter ended<br> <br>September 30, 2020 Quarter ended<br> <br>December 31, 2019
Revenue $ 213,175 $ 218,423 $ 185,176
Adjusted EBITDA $ 54,615 $ 55,803 $ 51,749

ProductionServices Segment Results

The Production Services segment contributed $135.6 million to consolidated revenue for the fourth quarter of 2020, an improvement of 12% from $121.0 million in the fourth quarter of 2019. Segment Adjusted EBITDA, a non-GAAP measure, was $38.7 million for the fourth quarter of 2020. Adjusted EBITDA margins were substantially flat on a sequential quarter basis and down slightly year-over-year due to product mix. The Production Services segment posted the following results for the periods presented.

(in<br> thousands) Quarter ended<br> <br>December 31, 2020 Quarter ended<br> <br>September 30, 2020 Quarter ended<br> <br>December 31, 2019
Revenue $ 135,605 $ 148,292 $ 121,023
Operating income $ 11,502 $ 21,425 $ 14,610
Adjusted EBITDA $ 38,705 $ 42,891 $ 40,434

Drillingand Evaluation Services Segment Results

The Drilling and Evaluation (“D&E”) Services segment contributed $77.6 million to consolidated revenue, a one-quarter record, for the fourth quarter of 2020. D&E segment revenue increased 11% as compared to the sequential quarter and 21% as compared to the prior year quarter. Segment Adjusted EBITDA, a non-GAAP measure, totaled $19.6 million in the fourth quarter of 2020, growing 19% as compared to $16.5 million in the third quarter of 2020 and 44% as compared to $13.6 million in the fourth quarter of 2019. Adjusted EBITDA Margins improved on both a sequential quarter and year-over-year basis from 24% and 21%, respectively, to 25%, on the strength of revenue growth.

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

(in<br> thousands) Quarter ended<br> <br>December 31, 2020 Quarter ended<br> <br>September 30, 2020 Quarter ended<br> <br>December 31, 2019
Revenue $ 77,570 $ 70,131 $ 64,153
Operating income $ 8,812 $ 7,377 $ 4,956
Adjusted EBITDA $ 19,588 $ 16,492 $ 13,645

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 $75.0 million as of December 31, 2020, compared to $73.2 million as of December 31, 2019.

Total debt as of December 31, 2020 is $398.5 million with $89.9 million of such debt classified as short-term. Working capital totaled $160.0 million as of December 31, 2020. Free cash flow, a non-GAAP measure, for the fourth quarter of 2020 is $33.3 million, improving by $24.6 million as compared to the third quarter of 2020 and $7.3 million as compared to the fourth quarter of 2019. Net Debt, 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 $323.5 million as of December 31, 2020 as compared to $349.4 million as of September 30, 2020 and $310.3 million as of December 31, 2019. Net Debt has decreased quarter-over-quarter due to improved free cash flows and debt payments. Year-over-year, Net Debt has increased to fund the SAPESCO acquisition and working capital growth. A reconciliation of the comparable GAAP measures to Net Debt is provided in Table 6 below, entitled “Reconciliation to Net Debt.”

ConferenceCall Information

NESR will host a conference call on Wednesday, February 24, 2021, to discuss fourth 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, including statements regarding 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 closed 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: changing commodity prices, market volatility and other market trends that affect our customers’ demand for our services; disruptions to economic and market conditions caused by the coronavirus (COVID-19) and other public health crises and threats; [the level of capital spending and access to capital markets by oil and gas companies;] political, market, financial and regulatory risks, including those related to the geographic concentration of our customers; our operations, including maintenance, upgrades and refurbishment of our assets, may require significant capital expenditures, which may or may not be available to us; operating hazards inherent in our industry and the ability to secure sufficient indemnities and insurance; our ability to successfully integrate acquisitions; [the impact of industry consolidation on our results]; competition, including for capital and technological advances; 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 fourth quarter ended December 31, 2020 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 December 31, 2020 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

UNAUDITEDCONSOLIDATED BALANCE SHEETS

(In US$ thousands, except share data)

December<br> 31, 2020 December<br> 31, 2019
Assets
Current assets
Cash and cash equivalents $ 75,017 $ 73,201
Accounts receivable, net 117,303 98,799
Unbilled revenue 158,457 76,347
Service inventories, net 94,263 78,841
Prepaid assets 11,320 9,590
Retention withholdings 36,773 40,970
Other receivables 19,094 14,019
Other current<br> assets 4,025 11,442
Total current assets 516,252 403,209
Non-current assets
Property, plant and equipment, net 434,374 419,307
Intangible assets, net 110,376 122,714
Goodwill 619,778 574,764
Other assets 2,797 2,370
Total<br> assets $ 1,683,577 $ 1,522,364
Liabilities and equity
Liabilities
Accounts payable 141,021 65,704
Accrued expenses 73,627 69,137
Current installments of long-term debt 47,500 15,000
Short-term borrowings 42,360 37,963
Income taxes payable 9,539 7,542
Other taxes payable 11,289 7,189
Other current<br> liabilities 30,926 25,601
Total<br> current liabilities 356,262 228,136
Long-term debt 308,614 330,564
Deferred tax liabilities 21,600 26,217
Employee benefit liabilities 21,515 16,745
Other liabilities 31,168 34,230
Total<br> liabilities 739,159 635,892
Commitments and contingencies - -
Equity
Preferred shares, no par value; unlimited<br> shares authorized; none issued and outstanding at December 31, 2020 and December 31, 2019, respectively - -
Common stock and additional paid in<br> capital, no par value; unlimited shares authorized; 87,777,553 and 87,187,289 shares issued and outstanding at December 31,<br> 2020 and December 31, 2019, respectively 826,614 818,782
Retained earnings 117,748 67,661
Accumulated other<br> comprehensive income 64 29
Total shareholders’<br> equity 944,426 886,472
Non-controlling<br> interests (8 ) -
Total<br> equity 944,418 886,472
Total<br> liabilities and equity $ 1,683,577 $ 1,522,364

NATIONALENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

UNAUDITEDCONSOLIDATED STATEMENTS OF OPERATIONS

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

Quarter ended Year-to-date period ended
Description December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019
Revenues $ 213,175 $ 185,176 $ 834,146 $ 658,385
Cost of services (178,154 ) (154,083 ) (678,720 ) (506,799 )
Gross profit 35,021 31,093 155,426 151,586
Selling, general and administrative expenses (18,887 ) (17,248 ) (72,077 ) (63,840 )
Amortization (3,962 ) (3,896 ) (15,817 ) (15,932 )
Operating income 12,172 9,949 67,532 71,814
Interest expense, net (3,411 ) (4,280 ) (15,879 ) (18,971 )
Other income /<br> (expense), net 9,522 221 9,139 (408 )
Income before income tax 18,283 5,890 60,792 52,435
Income tax expense (1,765 ) (2,166 ) (10,705 ) (13,071 )
Net income 16,518 3,724 50,087 39,364
Net income / (loss)<br> attributable to non-controlling interests - - - -
Net income attributable to shareholders $ 16,518 $ 3,724 $ 50,087 $ 39,364
Weighted average shares outstanding:
Basic 90,017,834 87,168,937 88,845,618 86,997,554
Diluted 90,162,873 87,168,937 88,990,657 86,997,554
Net earnings per share:
Basic $ 0.18 $ 0.04 $ 0.56 $ 0.45
Diluted $ 0.18 $ 0.04 $ 0.56 $ 0.45

NATIONALENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

UNAUDITEDCONSOLIDATED STATEMENTS OF CASH FLOWS

(In US$ thousands)

Year-to date period ended Quarter ended
December 31, 2020 December 31, 2019 December 31, 2019
Cash flows from operating activities:
Net income $ 50,087 $ 39,364 $ 16,518
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 120,778 88,111 28,995
Shares issued for transaction costs - - -
Share-based compensation expense 7,832 5,654 1,990
Loss (Gain) on disposal of assets 1,946 (1,659 ) 1,258
Non-cash interest expense (271 ) 1,884 (153 )
Deferred tax expense (benefit) (4,617 ) (3,935 ) (1,285 )
Allowance for doubtful receivables 188 1,771 285
Provision for obsolete service inventories 1,071 622 250
Equity stock-earn outs (9,619 ) - (9,619 )
Other operating activities, net 579 90 763
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (2,565 ) (39,176 ) 10,658
(Increase) decrease in Unbilled revenue (74,455 ) 19,171 (950 )
(Increase) decrease in Retention withholdings 6,367 (18,960 ) (7,514 )
(Increase) in inventories (12,535 ) (21,312 ) (1,780 )
(Increase) in prepaid expenses (1,051 ) (2,573 ) (3,053 )
(Increase) decrease in other current assets (438 ) 374 (2,662 )
(Increase) decrease in other long-term assets<br> and liabilities (5,933 ) 8,623 (187 )
Increase in accounts payable and<br> accrued expenses 55,323 19,438 14,353
Increase (decrease)<br> in other current liabilities 2,639 (8,396 ) 1,405
Net cash provided by operating activities 135,326 89,091 49,272
Cash flows from investing activities:
Capital expenditures (91,430 ) (107,938 ) (15,982 )
Proceeds from disposal of assets (1,363 ) 1,625 (2,853 )
Proceeds from the Company’s Trust account - - -
Acquisition of business, net of cash acquired (13,218 ) - (1,958 )
Other investing<br> activities (574 ) (1,025 ) 54
Net cash used in investing activities (106,585 ) (107,338 ) (20,739 )
Cash flows from financing activities:
Proceeds from long-term debt 15,000 365,000 -
Repayments of long-term debt (25,972 ) (285,048 ) (7,500 )
Proceeds from short-term borrowings 33,753 49,305 18,825
Repayments of short-term borrowings (27,433 ) (56,965 ) (11,604 )
Payments on capital leases (19,581 ) - (3,902 )
Payments on seller-provided financing for capital<br> expenditures (2,727 ) - 178
Proceeds from issuance of shares - - -
Redemption of ordinary shares - - -
Payment of deferred underwriting fees - - -
Dividend paid - - -
Other financing<br> activities, net - (5,717 ) -
Net cash provided by (used in) financing activities (26,960 ) 66,575 (4,003 )
Effect of exchange<br> rate changes on cash 35 (19 ) -
Net increase (decrease) in cash 1,816 48,309 24,530
Cash and cash equivalents, beginning of period 73,201 24,892 50,487
Cash and cash equivalents, end of period $ 75,017 $ 73,201 $ 75,017
Supplemental disclosure of cash flow information:
Interest paid 12,667 17,290 2,515
Income taxes paid 15,641 19,192 2,999

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> <br>December 31, 2020 Quarter ended<br><br> <br>September 30, 2020 Quarter ended<br><br> <br>December 31, 2019
Net<br><br> <br>Income Diluted<br><br> <br>EPS Net Income Diluted<br><br> <br>EPS Net Income Diluted<br><br> <br>EPS
Net Income $ 16,518 $ 0.18 $ 11,666 $ 0.13 $ 3,724 $ 0.04
Add Charges and Credits:
Transaction<br> and other costs 1,936 0.02 2,499 0.03 15,224 0.17
Total<br> Charges and Credits^(1)^ 1,936 0.20 2,499 0.03 15,224 0.17
Total Adjusted Net Income $ 18,454 $ 0.20 $ 14,165 $ 0.16 $ 18,948 $ 0.21
(1) In<br> the fourth quarter of 2020, Total Charges and Credits included $1.9 million mainly related to integration costs associated<br> with the acquisition of SAPESCO in Egypt and restructuring activities. In the third quarter of 2020, Total Charges<br> and Credits included $2.5 million mainly related to nonrecurring transaction and integration costs associated with the acquisition<br> of SAPESCO in Egypt. Similarly, in the fourth quarter of 2019, Total Charges and Credits included $15.2 million mainly related<br> to integration and restructuring costs, higher startup and qualifying costs in conjunction with new contracts, specifically<br> the unconventional stimulation services contract setup in Saudi Arabia, and other discrete provisions that included non-cash<br> actuarial adjustments and tax reserve charges.
--- ---

Table2 - Reconciliation of Net Income to Adjusted EBITDA

Quarter ended<br> <br>December 31, 2020 Quarter ended<br> <br>September 30, 2020 Quarter ended<br> <br>December 31, 2019
Net Income $ 16,518 $ 11,666 $ 3,724
Add:
Income Taxes 1,765 3,565 2,166
Interest Expense,<br> net 3,411 3,793 4,280
Depreciation and<br> Amortization 30,985 34,280 29,980
Charges<br> and Credits impacting Adjusted EBITDA^(2)^ 1,936 2,499 11,599
Total<br> Adjusted EBITDA $ 54,615 $ 55,803 $ 51,749
(2) Charges<br> and Credits impacting Adjusted EBITDA are described in Table 1 above.
--- ---

Table3 - Reconciliation of Segment EBITDA to Adjusted EBITDA

Quarter<br> ended<br> December 31, 2020 Quarter<br> ended<br> September 30, 2020 Quarter<br> ended<br> December 31, 2019
EBITDA Charges<br> and Credits impacting Adjusted EBITDA Adjusted<br> EBITDA EBITDA Charges<br> and Credits impacting Adjusted EBITDA Adjusted<br> EBITDA EBITDA Charges<br> and Credits impacting Adjusted EBITDA Adjusted<br> EBITDA
Production Services $ 37,555 $ 1,150 $ 38,705 $ 41,705 $ 1,186 $ 42,891 $ 32,832 $ 7,602 $ 40,434
Drilling & Evaluation 19,363 225 19,588 15,538 954 16,492 12,093 1,552 13,645
Unallocated (4,239 ) 561 (3,678 ) (3,939 ) 359 (3,580 ) (2,445 ) 2,445 (2,330 )
Total $ 52,679 $ 1,936 $ 54,615 $ 53,304 $ 2,499 $ 55,803 $ 40,150 $ 11,599 $ 51,749

Table4 - Reconciliation of Segment EBITDA to Segment Operating Income

Quarter ended December 31, 2020 Quarter ended September 30, 2020 Quarter ended December 31, 2019
Production Services:
Segment<br> EBITDA $ 37,555 $ 41,705 $ 32,832
Depreciation and<br> amort. (19,736 ) (20,222 ) (19,290 )
Other<br> (income)/expense, net (6,317 ) (58 ) 1,068
Segment<br> Operating Income 11,502 21,425 14,610
Drilling and Evaluation Services:
Segment EBITDA 19,363 15,538 12,093
Depreciation and<br> amort. (7,477 ) (8,153 ) (6,313 )
Other<br> (income)/expense, net (3,074 ) (8 ) (824 )
Segment<br> Operating Income 8,812 7,377 4,956
Unallocated:
Segment EBITDA (4,239 ) (3,939 ) (4,775 )
Share-based compensation (1,990 ) (2,082 ) (1,597 )
Depreciation and<br> amort. (1,782 ) (3,823 ) (2,780 )
Other<br> (income)/expense, net (131 ) 29 (465 )
Unallocated<br> Operating Income (8,142 ) (9,815 ) (9,617 )
Total Operating Income $ 12,172 $ 18,987 $ 9,949

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

Quarter<br> Ended
December<br> 31, 2020 September<br> 30, 2020 December<br> 31, 2019
Net cash provided by (used<br> in) operating activities $ 49,272 $ 33,455 $ 43,801
Less:
Capital expenditures (15,982 ) (24,787 ) (17,774 )
Free<br> cash flow $ 33,290 $ 8,668 $ 26,027

Table6 - Reconciliation to Net Debt

December<br> 31, 2020 September<br> 30, 2020 December<br> 31, 2019
Current installments of<br> long-term debt $ 47,500 $ 43,750 $ 15,000
Short-term borrowings 42,360 36,392 37,963
Long-term debt 308,614 319,738 330,564
Less:
Cash<br> and cash equivalents 75,017 50,487 73,201
Net<br> Debt $ 323,457 $ 349,393 $ 310,326

Forinquiries regarding NESR, please contact:

Christopher L. Boone

National Energy Services Reunited Corp.

832-925-3777

[email protected]