National Energy Services Reunited Corp 6-K, filed Jun 3, 2025
National Energy Services Reunited Corp. (NESR)
About this 6-K
National Energy Services Reunited Corp filed this 6-K on June 3, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
Commission File Number: 001-38091
NATIONAL ENERGY SERVICES REUNITED CORP.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of registrant’s name into English)
777 Post 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 ☐
Information Contained in this Form 6-K Report
On June 3, 2025, National Energy Services Reunited Corp. (the “Company” or “NESR”) issued a press release announcing the filing of unaudited condensed consolidated interim financial statements as of and for the three months ended March 31, 2025, with the Securities and Exchange Commission. 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.
Financial Statements and Exhibits
Exhibits.
| Number | Description | |
| 99.1 | Press Release dated June 3, 2025. |
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 ENERGY SERVICES REUNITED CORP. | ||
| Date: June 3, 2025 | By: | /s/ Stefan Angeli |
| Name: | Stefan Angeli | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
National Energy Services Reunited Corp. Reports First Quarter Financial Results
| ● | Revenue for the quarter ended March 31, 2025, is $303.1 million, growing 2.1% year-over-year | |
| ● | Net income for the quarter ended March 31, 2025, is $10.4 million, growing 4.1% year-over-year | |
| ● | Adjusted EBITDA (a non-GAAP measure)* for the quarter ended March 31, 2025, is $62.5 million, as compared to $64.2 million for the quarter ended March 31, 2024 | |
| ● | Diluted Earnings per Share (EPS) for the quarter ended March 31, 2025, is $0.11, growing 10.0% year-over-year | |
| ● | Operating cash flow for the three months ended March 31, 2025, is $20.5 million |
HOUSTON, June 3, 2025 – 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”) region, today reported its financial results as of and for the three months ended March 31, 2025. The Company posted the following results for the periods presented:
| Three Months Ended | Variance | |||||||||||||||||||
| (in thousands except per share amounts and percentages) | March 31, 2025 | December 31, 2024 | March 31, 2024 | Sequential | Year-over-year | |||||||||||||||
| Revenue | $ | 303,102 | $ | 343,682 | $ | 296,848 | (11.8 | )% | 2.1 | % | ||||||||||
| Net income | 10,391 | 26,837 | 9,982 | (61.3 | )% | 4.1 | % | |||||||||||||
| Adjusted net income (non-GAAP)* | 12,963 | 28,140 | 14,046 | (53.9 | )% | (7.7 | )% | |||||||||||||
| Adjusted EBITDA (non-GAAP)* | 62,463 | 87,219 | 64,216 | (28.4 | )% | (2.7 | )% | |||||||||||||
| Diluted EPS | 0.11 | 0.28 | 0.10 | (60.7 | )% | 10.0 | % | |||||||||||||
| Adjusted Diluted EPS (non-GAAP)* | 0.14 | 0.30 | 0.15 | (53.3 | )% | (6.7 | )% | |||||||||||||
*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, and 4 below for reconciliations of GAAP to non-GAAP financial measures. The Condensed Consolidated Balance Sheets, Condensed Consolidated Interim Statements of Operations, and Condensed Consolidated Interim Statements of Cash Flows are derived from the unaudited condensed consolidated interim financial statements present in our Period Report on Form 6-K as of and for the three months ended March 31, 2025.
Stefan Angeli, Chief Financial Officer commented “Despite seasonal slowdowns associated with the holy month of Ramadan and continued macroeconomic uncertainty, NESR delivered solid results in Q1 2025. Revenue reached $303.1 million, representing a 2.1% increase compared to Q1 2024, and as expected, declined sequentially from Q4 2024. Adjusted EBITDA for the quarter was $62.5 million, with a margin of 20.6%, while cash flow from operations totaled $20.5 million.
Owing to the strength of our recent financial results, we are pleased to report that our Net Debt to Adjusted EBITDA ratio remained below 1.0, ending the quarter at 0.93 as of March 31, 2025, a significant improvement from 1.30 at March 31, 2024. Adjusted EPS for Q1 2025 was $0.14, broadly in line with $0.15 reported in Q1 2024. Return on Capital Employed (ROCE) on a trailing twelve-month basis was 11.3%. Operational execution across the region remained strong throughout the quarter, underpinned by continued improved processes, streamlined procedures, and reinforced internal controls. These enhancements have transformed our back-office operations and played a significant role in driving our performance.
In spite of global economic headwinds, conditions in the MENA region remain supportive of growth, and NESR remains firmly focused on its core strategic priorities: delivering profitable revenue growth, enhancing execution efficiency, commercializing new technology, and improving debt reduction and working capital efficiency to support long-term financial performance. On behalf of management, I would like to express our sincere gratitude to our entire workforce for their outstanding efforts in delivering these results, and to our directors, shareholders, and banking partners for their continued trust and unwavering support. We believe the path forward holds significant opportunity, and we remain confident in our ability to deliver.”
Sherif Foda, Chairman and Chief Executive Officer, commented, “Firstly, I would like to express my sincere appreciation to our field teams for their unwavering commitment, exceptional service quality, and dedication to our valued customers during the quarter, especially in light of the holiday period and geopolitical headwinds in recent months. We take pride in operating within the strongest geographic region globally for upstream activity and despite recent declines in commodity prices, we remain confident in our continued growth trajectory. Much like our successful execution during the COVID-19 pandemic in 2020 and 2021, we are once again investing countercyclically, positioning ourselves for opportunities in the short, medium, and long term. With multiple recent contract awards across key countries, we anticipate solid performance in both 2025 and 2026. We are also accelerating the deployment of advanced technologies across our footprint and are especially encouraged by the momentum in our NEDA portfolio. This progress signals a major opportunity in unlocking value in the water and mineral sectors, an area we are truly excited about.”
Net Income and Adjusted Net Income Results
For the quarter ended March 31, 2025, the Company reported net income of $10.4 million, an increase of $0.4 million compared to the same period last year. This improvement was primarily driven by increased rig assignments in Saudi Arabia and higher contributions from the ROYA™ advanced directional drilling platform, partially offset by the seasonal slowdown in project activity during the holy month of Ramadan. Adjusted net income for the quarter ended March 31, 2025, was $13.0 million, which includes adjustments totaling $2.6 million (collectively, ‘Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS’). These adjustments primarily relate to expenditures aimed at remediating the Company’s material weaknesses and impairment charges, somewhat counterbalanced by releases from litigation reserves and current expected credit loss provisions. 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 $0.11 of diluted EPS for the quarter ended March 31, 2025. Adjusted for the impact of Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS, Adjusted Diluted EPS, a non-GAAP measure described in Table 1 below, for the quarter ended March 31, 2025, was $0.14.
Adjusted EBITDA Results
The Company generated Adjusted EBITDA of $62.5 million for the quarter ended March 31, 2025, representing a decrease of 2.7% year-over-year. Adjusted EBITDA includes adjustments totaling $2.6 million (referred to as ‘Total Charges and Credits impacting Adjusted EBITDA’), which represent components of the Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS that are not related to interest, taxes, or depreciation and amortization. As referenced above, a detailed list of these adjusting items and the corresponding GAAP reconciliation is provided in Table 1. The Company reported the following financial results for the periods presented.
| (in thousands) | Quarter ended March 31, 2025 | Quarter ended December 31, 2024 | Quarter ended March 31, 2024 | |||||||||
| Revenue | $ | 303,102 | $ | 343,682 | $ | 296,848 | ||||||
| Adjusted EBITDA | $ | 62,463 | $ | 87,219 | $ | 64,216 | ||||||
Balance Sheet
Cash and cash equivalents are $78.7 million as of March 31, 2025, compared to $108.0 million as of December 31, 2024.
Free cash flow, a non-GAAP measure, was negative $9.6 million for the three months ended March 31, 2025, compared to $31.2 million for the same period in 2024. The decline was primarily driven by seasonal increases in working capital during the holy month of Ramadan, mitigated in part by lower capital expenditures year-over-year.
As of March 31, 2025, total debt stood at $366.3 million, with $127.7 million classified as short-term, compared to $382.8 million and $128.5 million, respectively, as of December 31, 2024. Net Debt (a non-GAAP measure), defined as the sum of current installments of long-term debt, short-term borrowings, and long-term debt, less cash and cash equivalents, totaled $287.6 million at March 31, 2025, up from $274.9 million at year-end 2024. The increase in Net Debt was primarily due to a decrease in cash, despite long-term debt repayments made during the quarter. A reconciliation of the comparable GAAP measures to Net Debt is provided in Table 4 below, entitled “Reconciliation to Net Debt.”
About National 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 6,000 employees, representing more than 60 nationalities in 16 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.
Conference Call
A conference call is scheduled for 8:00 AM ET on June 3, 2025, to discuss the financial results. 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 1-877-407-0890 or the international line at 1-201-389-0918, approximately 10 minutes prior to the start of the call.
A live, listen-only earnings webcast will also be broadcast simultaneously under the “Investors” section of the Company’s website at www.nesr.com. Following the end of the conference call, a replay will be available after the event under the “Investors” section of the Company’s website.
Forward-Looking Statements
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, 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, 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 including the impact of the extent of any material weakness or significant deficiencies in our internal control over financial reporting and any action taken by the Securities and Exchange Commission (the “SEC”) including potential fines or penalties arising out of the SEC inquiry. 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: catastrophic events, the level of capital spending by our customers, political, market, financial and regulatory risks, including those related to the geographic concentration of our operations and 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, 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 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 as of and for the three months ended March 31, 2025, included in this press release represent the most current information available to management. The Company’s actual results when disclosed in its subsequent Periodic Reports on Form 6-K 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.
NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In US$ thousands, except share data)
| March 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 78,695 | 107,956 | |||||
| Accounts receivable, net | 164,805 | 137,265 | ||||||
| Unbilled revenue | 130,072 | 111,734 | ||||||
| Service inventories | 101,419 | 96,772 | ||||||
| Prepaid assets | 9,400 | 10,146 | ||||||
| Retention withholdings | 22,238 | 31,072 | ||||||
| Other receivables | 42,573 | 38,476 | ||||||
| Other current assets | 5,646 | 7,095 | ||||||
| Total current assets | 554,848 | 540,516 | ||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | 426,007 | 438,146 | ||||||
| Intangible assets, net | 61,044 | 65,696 | ||||||
| Goodwill | 645,096 | 645,095 | ||||||
| Operating lease right-of-use assets | 24,863 | 26,042 | ||||||
| Other assets | 57,465 | 58,183 | ||||||
| Total assets | $ | 1,769,323 | $ | 1,773,678 | ||||
| Liabilities and equity | ||||||||
| Liabilities | ||||||||
| Accounts payable and accrued expenses | 306,626 | 305,308 | ||||||
| Current installments of long-term debt | 67,323 | 68,735 | ||||||
| Short-term borrowings | 60,350 | 59,720 | ||||||
| Income taxes payable | 8,012 | 7,728 | ||||||
| Other taxes payable | 25,195 | 27,482 | ||||||
| Operating lease liabilities | 5,268 | 5,449 | ||||||
| Other current liabilities | 29,795 | 29,090 | ||||||
| Total current liabilities | 502,569 | 503,512 | ||||||
| Long-term debt | 238,651 | 254,387 | ||||||
| Deferred tax liabilities | 5,748 | 5,632 | ||||||
| Employee benefit liabilities | 33,296 | 31,806 | ||||||
| Non-current operating lease liabilities | 19,996 | 20,843 | ||||||
| Other liabilities | 48,584 | 49,266 | ||||||
| Total liabilities | 848,844 | 865,446 | ||||||
| Equity | ||||||||
| Preferred shares, no par value; unlimited shares authorized; none issued and outstanding at March 31, 2025 and December 31, 2024, respectively | - | - | ||||||
| Common stock and additional paid in capital, no par value; unlimited shares authorized; 96,352,966 and 96,045,856 shares issued and outstanding at March 31, 2025, and December 31, 2024, respectively | 896,149 | 894,293 | ||||||
| Retained (deficit) | 24,261 | 13,870 | ||||||
| Accumulated other comprehensive income | 69 | 69 | ||||||
| Total equity | 920,479 | 908,232 | ||||||
| Total liabilities and equity | $ | 1,769,323 | $ | 1,773,678 | ||||
NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(In US$ thousands, except share data and per share amounts)
For the three-month period ended | ||||||||
| Description | March 31, 2025 | March 31, 2024 | ||||||
| Revenues | $ | 303,102 | $ | 296,848 | ||||
| Cost of services | (265,647 | ) | (253,906 | ) | ||||
| Gross profit | 37,455 | 42,942 | ||||||
| Selling, general and administrative expenses (excluding Amortization) | (11,821 | ) | (13,691 | ) | ||||
| Amortization | (4,693 | ) | (4,693 | ) | ||||
| Operating income | 20,941 | 24,558 | ||||||
| Interest expense, net | (8,284 | ) | (10,604 | ) | ||||
| Other income, net | 1,059 | 621 | ||||||
| Income before income tax | 13,716 | 14,575 | ||||||
| Income tax expense | (3,325 | ) | (4,593 | ) | ||||
| Net income | $ | 10,391 | $ | 9,982 | ||||
| Weighted average shares outstanding: | ||||||||
| Basic | 96,139,181 | 95,064,382 | ||||||
| Diluted | 96,710,484 | 95,423,850 | ||||||
| Earnings per share: | ||||||||
| Basic | $ | 0.11 | $ | 0.11 | ||||
| Diluted | $ | 0.11 | $ | 0.10 | ||||
NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(In US$ thousands)
For the three-month period ended | ||||||||
| March 31, 2025 | March 31, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 10,391 | $ | 9,982 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 36,035 | 33,624 | ||||||
| Share-based compensation expense | 1,856 | 1,349 | ||||||
| Loss / (Gain) on disposal of assets | (363 | ) | 2,098 | |||||
| Non-cash interest (income) expense | (143 | ) | 799 | |||||
| Deferred tax expense | (1,239 | ) | (1,209 | ) | ||||
| Allowance for (reversal of) doubtful receivables | (16 | ) | 1,641 | |||||
| Charges on obsolete service inventories | 920 | 1,061 | ||||||
| Impairments and other charges | 1,118 | - | ||||||
| Other operating activities, net | 38 | 3 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable | (27,524 | ) | (18,226 | ) | ||||
| (Increase) decrease in unbilled revenue | (18,339 | ) | (10,308 | ) | ||||
| (Increase) decrease in retention withholdings | 8,834 | 23,072 | ||||||
| (Increase) decrease in inventories | (5,567 | ) | 1,833 | |||||
| (Increase) decrease in prepaid expenses | 746 | 930 | ||||||
| (Increase) decrease in other current assets | (2,646 | ) | 1,945 | |||||
| Change in other long-term assets and liabilities | 2,137 | 4,459 | ||||||
| Increase (decrease) in accounts payable and accrued expenses | 15,094 | 24,435 | ||||||
| Increase (decrease) in other current liabilities | (847 | ) | (7,868 | ) | ||||
| Net cash provided by operating activities | 20,485 | 69,620 | ||||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | (30,124 | ) | (38,408 | ) | ||||
| IPM investments (Note 2) | - | |||||||
| Proceeds from disposal of assets | 637 | 45 | ||||||
| Other investing activities | (2,000 | ) | (3,000 | ) | ||||
| Net cash used in investing activities | (31,487 | ) | (41,363 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from long-term debt | - | - | ||||||
| Repayments of long-term debt | (17,537 | ) | (17,936 | ) | ||||
| Proceeds from short-term borrowings | 26,841 | 9,757 | ||||||
| Repayments of short-term borrowings | (26,252 | ) | (23,792 | ) | ||||
| Payments on capital leases | (710 | ) | (135 | ) | ||||
| Payments on seller-provided financing for capital expenditures | (601 | ) | (1,050 | ) | ||||
| Other financing activities, net | - | (163 | ) | |||||
| Net cash used in financing activities | (18,259 | ) | (33,319 | ) | ||||
| Effect of exchange rate changes on cash | - | - | ||||||
| Net increase (decrease) in cash | (29,261 | ) | (5,062 | ) | ||||
| Cash and cash equivalents, beginning of period | 107,956 | 67,821 | ||||||
| Cash and cash equivalents, end of period | $ | 78,695 | $ | 62,759 | ||||
NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
RECONCILIATION OF 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 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 also discusses Free Cash Flow reconciled to Operating Cash Flow.
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.
Table 1 - Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS
| Quarter ended | Quarter ended | Quarter ended | ||||||||||||||||||||||
| March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||||||||||||||||||||
| Net | Diluted | Net | Diluted | Net | Diluted | |||||||||||||||||||
| Income | EPS | Income | EPS | Income | EPS | |||||||||||||||||||
| Net Income | $ | 10,391 | $ | 0.11 | $ | 26,837 | $ | 0.28 | $ | 9,982 | $ | 0.10 | ||||||||||||
| Add/(Subtract): Charges and Credits impacting Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS: | ||||||||||||||||||||||||
| Costs associated with the restatement of our 2018-2020 financial statements, including the SEC inquiry and remediation | 1,488 | 0.02 | 1,480 | 0.02 | 3,370 | 0.04 | ||||||||||||||||||
| Impairments | 1,118 | 0.01 | 3,741 | 0.04 | - | - | ||||||||||||||||||
| Current expected credit loss (releases) provisions | (227 | ) | - | 486 | 0.01 | 1,820 | 0.02 | |||||||||||||||||
| Litigation (releases) provisions | (837 | ) | (0.01 | ) | 340 | - | - | - | ||||||||||||||||
| Restructuring projects | - | - | - | - | (1,126 | ) | (0.01 | ) | ||||||||||||||||
| Other write-offs (recoveries) and provisions (release of provisions) | 1,030 | 0.01 | (958 | ) | (0.01 | ) | - | - | ||||||||||||||||
| Total Charges and Credits impacting Adjusted EBITDA (1) | 2,572 | 0.03 | 5,089 | 0.06 | 4,064 | 0.05 | ||||||||||||||||||
| Add/(Subtract): Charges and Credits impacting only Adjusted Net Income and Adjusted Diluted EPS: | ||||||||||||||||||||||||
| Release of uncertain tax position | - | - | (3,786 | ) | (0.04 | ) | - | - | ||||||||||||||||
| Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS (2) | 2,572 | 0.03 | 1,303 | 0.02 | 4,064 | 0.05 | ||||||||||||||||||
| Total Adjusted Net Income and Adjusted Diluted EPS | $ | 12,963 | $ | 0.14 | $ | 28,140 | $ | 0.30 | $ | 14,046 | $ | 0.15 | ||||||||||||
| (1) | In the quarter ended March 31, 2025, Total Charges and Credits impacting Adjusted EBITDA included $1.5 million of costs associated with the restatement of our 2018-2020 financial statements, including the SEC inquiry and remediation, $1.1 million of impairments, $(0.2) million of current expected credit loss (releases) provisions, $(0.8) million of litigation (releases) provisions, and $1.0 million of other write-offs (recoveries) and provisions (release of provisions). In the quarter ended December 31, 2024, Total Charges and Credits impacting Adjusted EBITDA included $1.5 million of costs associated with the restatement of our 2018-2020 financial statements, including the SEC inquiry and remediation, $3.7 million of impairments, $0.5 million of current expected credit loss (releases) provisions, $0.3 million of litigation (releases) provisions, and $(1.0) million of other write-offs (recoveries) and provisions (release of provisions). In the quarter ended March 31, 2024, Total Charges and Credits impacting Adjusted EBITDA included $3.4 million of costs associated with the restatement of our 2018-2020 financial statements, including the SEC inquiry and remediation, $1.8 million of current expected credit loss (releases) provisions, and $(1.1) million related to restructuring projects. | |
| (2) | Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS for the quarter ended December 31, 2024, was $1.3 million inclusive of Total Charges and Credits impacting Adjusted EBITDA of $5.1 million, less $(3.8) million related to the release of an uncertain tax position. |
Table 2 - Reconciliation of Net Income to Adjusted EBITDA
Quarter ended March 31, 2025 | Quarter ended December 31, 2024 | Quarter ended March 31, 2024 | ||||||||||
| Net Income | $ | 10,391 | $ | 26,837 | $ | 9,982 | ||||||
| Add: | ||||||||||||
| Income Taxes | 3,325 | 3,316 | 4,593 | |||||||||
| Interest Expense, net | 8,284 | 9,905 | 10,604 | |||||||||
| Depreciation and Amortization | 37,891 | 42,072 | 34,973 | |||||||||
| Total Charges and Credits impacting Adjusted EBITDA (3) | 2,572 | 5,089 | 4,064 | |||||||||
| Total Adjusted EBITDA | $ | 62,463 | $ | 87,219 | $ | 64,216 | ||||||
| (3) | Total Charges and Credits impacting Adjusted EBITDA are described in Table 1 above. Charges and Credits impacting Adjusted EBITDA exclude items related to interest, income tax and depreciation and amortization. |
Table 3 - Reconciliation of Net cash provided by (used in) operating activities to Free Cash Flow
Three months ended March 31, 2025 | Three months ended March 31, 2024 | |||||||
| Net cash provided by operating activities | $ | 20,485 | $ | 69,620 | ||||
| Less: | ||||||||
| Capital expenditures | (30,124 | ) | (38,408 | ) | ||||
| Free cash flow | $ | (9,639 | ) | $ | 31,212 | |||
Table 4 - Reconciliation to Net Debt
As of March 31, 2025 | As of December 31, 2024 | As of March 31, 2024 | ||||||||||
| Current installments of long-term debt | $ | 67,323 | $ | 68,735 | $ | 71,345 | ||||||
| Short-term borrowings | 60,350 | 59,720 | 34,912 | |||||||||
| Long-term debt | 238,651 | 254,387 | 314,418 | |||||||||
| Less: | ||||||||||||
| Cash and cash equivalents | (78,695 | ) | (107,956 | ) | (62,759 | ) | ||||||
| Net Debt | $ | 287,629 | $ | 274,886 | $ | 357,916 | ||||||
For inquiries regarding NESR, please contact:
Stefan Angeli or Blake Gendron
National Energy Services Reunited Corp.
832-925-3777
investors@nesr.com