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6-K

National Energy Services Reunited Corp. (NESR)

6-K 2020-10-28 For: 2020-10-28
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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 October 2020

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 October 28, 2020, National Energy Services Reunited Corp. (“NESR”) issued a press release announcing its financial condition and results of operations for the quarter ended September 30, 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 October 28, 2020.

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> October 28, 2020 By: /s/ Christopher L. Boone
Name: Christopher<br> L. Boone
Title: Chief<br> Financial Officer

Exhibit99.1

NationalEnergy Services Reunited Corp. Reports Third Quarter 2020 Financial Results

Revenue<br> for the third quarter of 2020 is $218 million, growing 35% year-over-year and 7% over the sequential<br> quarter
Free<br> cash flow (a non-GAAP measure) for the third quarter of 2020 is $9 million*
Net<br> Income for the third quarter of 2020 is $12 million, growing<br> 11% over the sequential quarter
Adjusted<br> Net Income (a non-GAAP measure) for the third quarter of 2020 is $14 million*
Adjusted<br> EBITDA (a non-GAAP measure) is $56 million, an increase of 17% year-over-year and 8% over the sequential<br> quarter*
Diluted<br> Earnings per Share (“EPS”) for the third quarter of 2020 is $0.13
Adjusted<br> Diluted EPS (a non-GAAP measure) for the third quarter of 2020 is $0.16*

HOUSTON, October 28, 2020 – 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 September 30, 2020. The Company posted the following results for the periods presented:

Three Months Ended Variance
(in<br> thousands except per share amounts and percentages) September 30,<br><br> <br>2020 June 30, 2020 September 30,<br><br> <br>2019 Sequential Year-over- year
Revenue $ 218,423 $ 203,249 $ 161,606 7 % 35 %
Net<br> income 11,666 10,536 11,110 11 % 5 %
Adjusted<br> net income (non-GAAP)* 14,165 12,342 16,195 15 % (13 )%
Adjusted<br> EBITDA (non-GAAP)* 55,803 51,841 47,708 8 % 17 %
Diluted<br> EPS 0.13 0.12 0.13 8 % - %
Adjusted<br> Diluted EPS (non-GAAP)* 0.16 0.14 0.19 14 % (16 )%
Free<br> cash flow (non-GAAP)* 8,668 15,531 (12,530 ) (6,863 ) 21,198

*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, “We are incredibly blessed to have such talented employees who always manage to beat all records and continue to grow and deliver in contrast to the market despite the existence of a worldwide pandemic. We maintained our usual close contacts with our customers in the region and managed to achieve new milestones in several initiatives and contracts. We are honored to have our clients’ trust and are very pleased to further consolidate our presence in the Sultanate of Oman, one of our key foundational countries, recognizing our full alignment with our primary customer enabling us to amplify our investment and long term goals. This is NESR’s ESG strategy in action, reflecting clear commitment and social contributions to the countries where we operate.”

Mr. Foda continued, “We concluded our acquisition of Sahara Petroleum Services Company S.A.E. (SAPESCO) during the quarter and managed to close the immediate transaction payments entirely with available cash from operations. We are already capitalizing on their qualifications in several countries and will be announcing further contract awards in the coming quarters.”

NetIncome Results

Net income for the third quarter of 2020 is $11.7 million. Net income for the third quarter of 2020, second quarter of 2020, and third quarter of 2019, includes amortization expenses of approximately $4.0 million, $3.9 million, and $4.0 million, respectively, associated with intangible assets acquired primarily in the 2018 acquisitions of our two initial operating subsidiaries, NPS Holdings Limited and Gulf Energy S.A.O.C. (together, the “subsidiaries”). Adjusted net income for the third quarter of 2020 is $14.2 million and includes adjustments totaling $2.5 million (collectively, “Total Charges and Credits”) mainly related to nonrecurring transaction and integration costs associated with the acquisition of SAPESCO in Egypt. 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 $0.13 of diluted earnings per share (“EPS”) for the third 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 third quarter of 2020 is $0.16.

AdjustedEBITDA Results

The Company produced Adjusted EBITDA of $55.8 million during the third quarter of 2020, growing 17% as compared to $47.7 million in the third quarter of 2019, and improving 8% as compared to $51.8 million in the second quarter of 2020. Third quarter 2020 Adjusted EBITDA includes adjustments for certain Total Charges and Credits (those not related to interest, taxes, and/or depreciation and amortization) of $2.5 million. The Company posted the following results for the periods presented.

(in<br> thousands) Quarter ended<br><br> <br>September 30, 2020 Quarter ended<br><br> <br>June 30, 2020 Quarter ended<br><br> <br>September 30, 2019
Revenue $ 218,423 $ 203,249 $ 161,606
Adjusted<br> EBITDA $ 55,803 $ 51,841 $ 47,708

ProductionServices Segment Results

The Production Services segment contributed $148.3 million to consolidated revenue for the third quarter of 2020, an improvement of 53% from $97.2 million in the third quarter of 2019 and 7% from $139.0 million in the second quarter of 2020. Segment Adjusted EBITDA, a non-GAAP measure, increased to $42.9 million from $40.5 million in the second quarter of 2020 and $34.2 million in the third quarter of 2019, an improvement of 6% and 25%, respectively. The Production Services segment posted the following results for the periods presented.

(in<br> thousands) Quarter ended<br><br> <br>September 30, 2020 Quarter ended<br><br> <br>June 30, 2020 Quarter ended<br><br> <br>September 30, 2019
Revenue $ 148,292 $ 139,034 $ 97,160
Operating<br> income $ 21,425 $ 20,217 $ 20,447
Adjusted<br> EBITDA $ 42,891 $ 40,477 $ 34,218

Drillingand Evaluation Services Segment Results

The Drilling and Evaluation (“D&E”) Services segment contributed $70.1 million to consolidated revenue for the third quarter of 2020, growing 9% as compared to both the sequential quarter and prior year quarter. Segment Adjusted EBITDA, a non-GAAP measure, totaled $16.5 million in the third quarter of 2020, growing 4% as compared to $15.8 million in the second quarter of 2020 and 1% as compared to $16.3 million in the third quarter of 2019.

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

(in<br> thousands) Quarter ended<br> <br>September 30, 2020 Quarter ended<br> <br>June 30, 2020 Quarter ended<br> <br>September 30, 2019
Revenue $ 70,131 $ 64,215 $ 64,446
Operating<br> income $ 7,377 $ 8,334 $ 9,183
Adjusted<br> EBITDA $ 16,492 $ 15,847 $ 16,299

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 $50.5 million as of September 30, 2020, compared to $73.2 million as of December 31, 2019.

Total debt as of September 30, 2020 is $399.9 million with $80.1 million of such debt classified as short-term. Working capital totaled $154.9 million as of September 30, 2020. Free cash flow, a non-GAAP measure, for the third quarter of 2020 is $8.7 million, improving by $21.2 million as compared to the third 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 $349.4 million as of September 30, 2020 as compared to $342.3 million as of June 30, 2020 and $330.6 million as of September 30, 2019. Net Debt has increased quarter-over-quarter and year-over-year 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, October 28, 2020, to discuss third 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 and 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 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 third quarter ended September 30, 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 September 30, 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

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS

(In US$ thousands, except share data)

September 30, 2020 December 31, 2019
Assets
Current assets
Cash<br> and cash equivalents $ 50,487 $ 73,201
Accounts<br> receivable, net 128,719 98,799
Unbilled<br> revenue 155,935 76,347
Service<br> inventories, net 94,415 78,841
Prepaid<br> assets 8,267 9,590
Retention<br> withholdings 27,089 40,970
Other<br> receivables 19,381 14,019
Other<br> current assets 5,522 11,442
Total current assets 489,815 403,209
Non-current assets
Property,<br> plant and equipment, net 458,505 419,307
Intangible<br> assets, net 115,198 122,714
Goodwill 596,857 574,764
Other<br> assets 3,069 2,370
Total assets $ 1,663,444 $ 1,522,364
Liabilities and equity
Liabilities
Accounts<br> payable $ 147,268 $ 65,704
Accrued<br> expenses 51,591 69,137
Current<br> installments of long-term debt 43,750 15,000
Short-term<br> borrowings 36,392 37,963
Income<br> taxes payable 6,809 7,542
Other<br> taxes payable 11,466 7,189
Other<br> current liabilities 37,685 25,601
Total current liabilities 334,961 228,136
Long-term<br> debt 319,738 330,564
Deferred<br> tax liabilities 23,691 26,217
Employee<br> benefit liabilities 19,438 16,745
Other<br> liabilities 39,645 34,230
Total liabilities 737,473 635,892
Equity
Preferred<br> shares, no par value; unlimited shares authorized; none issued and outstanding at September 30, 2020 and December 31, 2019,<br> respectively - -
Common<br> stock, no par value; unlimited shares authorized; 87,777,553 and 87,187,289 shares issued and outstanding at September 30,<br> 2020 and December 31, 2019, respectively 801,545 801,545
Additional<br> paid in capital 23,076 17,237
Retained<br> earnings 101,230 67,661
Accumulated<br> other comprehensive income 64 29
Total shareholders’ equity 925,915 886,472
Non-controlling<br> interests 56 -
Total equity 925,971 886,472
Total liabilities and equity $ 1,663,444 $ 1,522,364

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 September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
Revenues $ 218,423 $ 161,606 $ 620,971 $ 473,209
Cost<br> of services (177,953 ) (121,326 ) (500,566 ) (352,716 )
Gross profit 40,470 40,280 120,405 120,493
Selling,<br> general and administrative expenses (17,449 ) (16,485 ) (53,190 ) (46,592 )
Amortization (4,034 ) (4,033 ) (11,855 ) (12,036 )
Operating income 18,987 19,762 55,360 61,865
Interest<br> expense, net (3,793 ) (5,011 ) (12,468 ) (14,691 )
Other<br> income / (expense), net 37 (130 ) (383 ) (629 )
Income before income tax 15,231 14,621 42,509 46,545
Income<br> tax expense (3,565 ) (3,511 ) (8,940 ) (10,905 )
Net income 11,666 11,110 33,569 35,640
Net<br> income / (loss) attributable to non-controlling interests - - - -
Net income attributable to shareholders $ 11,666 $ 11,110 $ 33,569 $ 35,640
Weighted average shares outstanding:
Basic 89,876,456 87,024,655 88,452,027 86,938,883
Diluted 89,876,456 87,024,655 88,452,027 86,938,883
Net earnings per share:
Basic $ 0.13 $ 0.13 $ 0.38 $ 0.40
Diluted $ 0.13 $ 0.13 $ 0.38 $ 0.40

NATIONALENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In US$ thousands)

Year-to-date period ended September 30, 2020 Year-to-date period ended September 30, 2019
Cash flows from operating activities:
Net<br> income $ 33,569 $ 35,640
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation<br> and amortization 91,783 59,728
Share-based<br> compensation expense 5,842 4,057
Loss<br> (Gain) on disposal of assets 688 (399 )
Non-cash<br> interest expense (118 ) 1,361
Deferred<br> tax expense (benefit) (2,526 ) (1,733 )
Allowance<br> for (reversal of) doubtful receivables (97 ) 920
Provision<br> for obsolete service inventories 821 932
Other<br> operating activities, net (184 ) (100 )
Changes in operating assets and liabilities:
(Increase)<br> in accounts receivable (13,223 ) (46,523 )
(Increase)<br> in inventories (10,755 ) (15,123 )
Decrease<br> (increase) in prepaid assets 2,002 (3,825 )
(Increase)<br> in other current assets (57,400 ) (5,537 )
(Increase)<br> decrease in other long-term assets and liabilities (4,025 ) 5,403
Increase<br> in accounts payable and accrued expenses 40,970 23,971
(Decrease)<br> in other current liabilities (1,293 ) (13,482 )
Net cash provided by operating activities 86,054 45,290
Cash flows from investing activities:
Capital<br> expenditures (75,448 ) (90,164 )
Proceeds<br> from disposal of assets 1,490 1,125
Acquisition<br> of business, net of cash acquired (Note 5) (11,260 ) -
Other<br> investing activities (628 ) (932 )
Net cash used in investing activities (85,846 ) (89,971 )
Cash flows from financing activities:
Proceeds<br> from long-term debt 15,000 365,000
Repayments<br> of long-term debt (18,472 ) (285,048 )
Net<br> change in overdraft facilities - (7,050 )
Proceeds<br> from short-term borrowings 14,928 39,941
Repayments<br> of short-term borrowings (15,829 ) (44,250 )
Payments<br> on capital leases (15,679 ) -
Payments<br> on seller-provided financing for capital expenditures (2,905 ) -
Other<br> financing activities, net - (5,703 )
Net cash (used in) provided by financing activities (22,957 ) 62,890
Effect<br> of exchange rate changes on cash 35 (19 )
Net (decrease) increase in cash (22,714 ) 18,190
Cash and cash equivalents, beginning of period 73,201 24,892
Cash and cash equivalents, end of period $ 50,487 $ 43,082

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>September 30, 2020 Quarter ended<br><br> <br>June 30, 2020 Quarter ended<br><br> <br>September 30, 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<br> Income $ 11,666 $ 0.13 $ 10,536 $ 0.12 $ 11,110 $ 0.13
Add<br> Charges and Credits:
Transaction<br> and other costs 2,499 0.03 1,806 0.02 5,085 0.06
Total<br> Charges and Credits(1) 2,499 0.03 1,806 0.02 5,085 0.06
Total<br> Adjusted $ 14,165 $ 0.16 $ 12,342 $ 0.14 $ 16,195 $ 0.19
(1) In<br> the third quarter of 2020, Total Charges and Credits included $2.5 million mainly related to nonrecurring transaction<br> and integration costs associated with the acquisition of SAPESCO in Egypt. In the second quarter of 2020, Total Charges<br> and Credits included $1.8 million mainly related to nonrecurring transaction and integration costs associated with<br> the acquisition of SAPESCO in Egypt. Similarly, in the third quarter of 2019, Total Charges and Credits included $5.1 million<br> in costs related to integration and restructuring costs, exceptional interest charges, and other discrete provisions.
--- ---

Table2 - Reconciliation of Net Income to Adjusted EBITDA

Quarter ended<br><br> <br>September 30, 2020 Quarter ended<br><br> <br>June 30, 2020 Quarter ended<br><br> <br>September 30, 2019
Net<br> Income $ 11,666 $ 10,536 $ 11,110
Add:
Income<br> Taxes 3,565 2,848 3,511
Interest<br> Expense, net 3,793 4,165 5,011
Depreciation<br> and Amortization 34,280 32,486 23,196
Charges<br> and Credits impacting Adjusted EBITDA(2) 2,499 1,806 4,880
Total<br> Adjusted EBITDA $ 55,803 $ 51,841 $ 47,708
(2) Charges<br> and Credits impacting Adjusted EBITDA are described in Table 1 above.
--- ---

Table3 - Reconciliation of Segment EBITDA to Adjusted EBITDA

Quarter ended September 30, 2020 Quarter ended June 30, 2020 Quarter ended September 30, 2019
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 $ 41,705 $ 1,186 $ 42,891 $ 39,572 $ 905 $ 40,477 $ 32,581 $ 1,637 $ 34,218
Drilling<br> & Evaluation 15,538 954 16,492 15,631 216 15,847 15,239 1,060 16,299
Unallocated (3,939 ) 359 (3,580 ) (5,168 ) 685 (4,483 ) (4,992 ) 2,183 (2,809 )
Total $ 53,304 $ 2,499 $ 55,803 $ 50,035 $ 1,806 $ 51,841 $ 42,828 $ 4,880 $ 47,708

Table4 - Reconciliation of Segment EBITDA to Segment Operating Income

Quarter ended September 30, 2020 Quarter ended June 30, 2020 Quarter ended September 30, 2019
Production Services:
Segment<br> EBITDA $ 41,705 $ 39,572 $ 32,581
Depreciation<br> and amort. (20,222 ) (19,637 ) (12,322 )
Other<br> (income)/expense, net (58 ) 282 188
Segment<br> Operating Income 21,425 20,217 20,447
Drilling and Evaluation Services:
Segment<br> EBITDA 15,538 15,631 15,239
Depreciation<br> and amort. (8,153 ) (7,318 ) (5,980 )
Other<br> (income)/expense, net (8 ) 21 (76 )
Segment<br> Operating Income 7,377 8,334 9,183
Unallocated:
Segment<br> EBITDA (3,939 ) (5,168 ) (4,992 )
Share-based<br> compensation (2,082 ) (2,125 ) (1,944 )
Depreciation<br> and amort. (3,823 ) (3,406 ) (2,950 )
Other<br> (income)/expense, net 29 6 ) 18
Unallocated<br> Operating Income (9,815 ) (10,693 ) (9,868 )
Total Operating Income $ 18,987 $ 17,858 $ 19,762

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

Quarter Ended
September 30, 2020 June 30, 2020 September 30, 2019
Net<br> cash provided by (used in) operating activities $ 33,455 $ 42,650 $ (21,118 )
Less:
Capital<br> expenditures (24,787 ) (27,119 ) (33,648 )
Free<br> cash flow $ 8,668 $ 15,531 $ (12,530 )

Table6 - Reconciliation to Net Debt

September 30, 2020 June 30, 2020 September 30, 2019
Current<br> installments of long-term debt $ 43,750 $ 46,372 $ 7,500
Short-term<br> borrowings 36,392 39,781 28,261
Long-term<br> debt 319,738 335,457 337,885
Less:
Cash<br> and cash equivalents 50,487 79,317 43,082
Net<br> Debt $ 349,393 $ 342,293 $ 330,564

Forinquiries regarding NESR, please contact:

Christopher L. Boone

National Energy Services Reunited Corp.

832-925-3777

investors@nesr.com