6-K
National Energy Services Reunited Corp. (NESR)
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 November 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 November 3, 2021, National Energy Services Reunited Corp. (“NESR”) issued a press release announcing its financial condition and results of operations for the quarter ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.
The information contained in this report and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filings made by NESR under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
FinancialStatements and Exhibits
Exhibits.
| Number | Description |
|---|---|
| 99.1 | Press Release dated November 3, 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> November 3, 2021 | By: | /s/ Christopher L. Boone |
| Name: | Christopher<br> L. Boone | |
| Title: | Chief<br> Financial Officer |
Exhibit99.1
NationalEnergy Services Reunited Corp. Reports Third Quarter 2021 Financial Results
| ● | Revenue for the third quarter<br> of 2021 is $218 million |
|---|---|
| ● | Free cash flow (a non-GAAP<br> measure) for the third quarter of 2021 is $17 million* |
| ● | Entered into a flagship, sustainability-linked, green credit<br> facility refinancing |
| ● | Net Income for the third<br> quarter of 2021 is $2 million |
| ● | Adjusted Net Income (a<br> non-GAAP measure) for the third quarter of 2021 is $7 million* |
| ● | Adjusted EBITDA (a non-GAAP<br> measure) is $49 million* |
| ● | Diluted Earnings per Share<br> (EPS) for the third quarter of 2021 is $0.02 |
| ● | Adjusted Diluted EPS (a<br> non-GAAP measure), which includes $0.06 per share of Charges and Credits, for the third quarter of 2021 is $0.08* |
HOUSTON, November 3, 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 September 30, 2021. The Company posted the following results for the periods presented:
| Three Months Ended | Variance | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands<br> except per share amounts and percentages) | September 30,<br><br> <br>2021 | June 30, 2021 | September 30,<br><br> <br>2020 | Sequential | Year-over- year | |||||||
| Revenue | $ | 217,992 | $ | 234,927 | $ | 218,423 | (7 | )% | - | % | ||
| Net income | 1,931 | 7,821 | 11,666 | (75 | )% | (83 | )% | |||||
| Adjusted net income<br> (non-GAAP)* | 6,984 | 12,817 | 14,165 | (46 | )% | (51 | )% | |||||
| Adjusted EBITDA (non-GAAP)* | 48,674 | 53,607 | 55,803 | (9 | )% | (13 | )% | |||||
| Diluted EPS | 0.02 | 0.08 | 0.13 | (75 | )% | (85 | )% | |||||
| Adjusted Diluted EPS<br> (non-GAAP)* | 0.08 | 0.14 | 0.16 | (43 | )% | (50 | )% | |||||
| Free cash flow (non-GAAP)* | 17,005 | 11,663 | 8,668 | $ | 5,342 | $ | 8,337 |
*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, “During the quarter, our team continued to prepare NESR for the emerging upcycle by generating strong free cash flow, securing multiple new contract awards, and executing a bevy of key technology partnerships. We are also extremely excited about the speed of development of our own disruptive drilling technologies, ESG Impact Segment and the progress we made this quarter. Despite the predicted temporary disruption during the quarter due mainly to the COVID-19 Delta variant and supply chain bottlenecks that delayed the startup of several projects, our thesis that MENA will be the main engine for growth and that the super cycle is materializing is more and more evident. As such, we continue to invest to ensure that we are the trusted and reliable partner to our customers. To support this growth, we finalized a milestone green debt refinancing this quarter that will provide enhanced liquidity and financial flexibility for continued growth.”
Mr. Foda continued, “I am very proud to report that during the FII, the world witnessed the leadership of Saudi Arabia with its Saudi Green Initiative, and our industry can play a vital role in lowering the total carbon footprint in the region and provide technologies for both the Blue and Green hydrogen. These technologies span not only in the carbon capture and storage space, but also in harnessing produced water, flared excess gas and waste heat in solving these challenges. We are very excited to be involved in several initiatives in this journey.”
NetIncome Results
The Company had net income for the third quarter of 2021 totaling $1.9 million. Adjusted net income for the third quarter of 2021 is $7.0 million and includes adjustments totaling $5.1 million (collectively, “Total Charges and Credits”) mainly related to merger and acquisition transaction costs 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 $0.02 of diluted earnings per share (“EPS”) for the third quarter of 2021. Adjusted for the impact of Total Charges and Credits, Adjusted Diluted EPS, a non-GAAP measure described in Table 1 below, for the third quarter of 2021 is $0.08.
AdjustedEBITDA Results
The Company produced Adjusted EBITDA of $48.7 million during the third quarter of 2021. Third quarter 2021 Adjusted EBITDA includes adjustments for certain Total Charges and Credits (those not related to interest, taxes, and/or depreciation and amortization) of $5.1 million. The Company posted the following results for the periods presented.
| (in thousands) | Quarter ended<br> <br>September 30, 2021 | Quarter ended<br> <br>June 30, 2021 | Quarter ended<br> <br>September 30, 2020 | |||
|---|---|---|---|---|---|---|
| Revenue | $ | 217,992 | $ | 234,927 | $ | 218,423 |
| Adjusted EBITDA | $ | 48,674 | $ | 53,607 | $ | 55,803 |
ProductionServices Segment Results
The Production Services segment contributed $138.1 million to consolidated revenue for the third quarter of 2021. Segment Adjusted EBITDA, a non-GAAP measure, is $36.4 million. Segment Adjusted EBITDA margin is 26%, substantially flat on a sequential quarter basis. The Production Services segment posted the following results for the periods presented.
| (in<br> thousands) | Quarter ended<br><br> <br>September 30, 2021 | Quarter ended<br><br> <br>June 30, 2021 | Quarter ended<br><br> <br>September 30, 2020 | |||
|---|---|---|---|---|---|---|
| Revenue | $ | 138,060 | $ | 152,670 | $ | 148,292 |
| Operating<br> income | $ | 10,625 | $ | 18,015 | $ | 21,425 |
| Adjusted<br> EBITDA | $ | 36,351 | $ | 40,764 | $ | 42,891 |
Drillingand Evaluation Services Segment Results
The Drilling and Evaluation (“D&E”) Services segment contributed $79.9 million to consolidated revenue for the third quarter of 2021. Segment Adjusted EBITDA, a non-GAAP measure, totaled $16.9 million in the third quarter of 2021, improving 2% from $16.5 million in the third quarter of 2020. Segment Adjusted EBITDA margin is 21%, substantially flat on a sequential quarter basis.
The D&E Services segment posted the following results for the periods presented.
| (in<br> thousands) | Quarter ended<br><br> <br>September 30, 2021 | Quarter ended<br><br> <br>June 30, 2021 | Quarter ended<br><br> <br>September 30, 2020 | |||
|---|---|---|---|---|---|---|
| Revenue | $ | 79,932 | $ | 82,257 | $ | 70,131 |
| Operating<br> income | $ | 7,084 | $ | 8,558 | $ | 7,377 |
| Adjusted<br> EBITDA | $ | 16,895 | $ | 17,505 | $ | 16,492 |
Offsetting both the Production Services segment and D&E Services segment results are certain corporate costs, which are not allocated to segment operations.
BalanceSheet
The Company completed a major refinancing during the fourth quarter of 2021 with a goal of creating additional financial flexibility, lowering the Company’s costs, and improving the tax efficiency of the Company’s borrowing structure. The Company is also proud to have entered into a green loan facility as part of the broader refinancing, which is based on certain sustainability key performance indicators encompassing environmental, social, and governance metrics. All prior facilities of the Company have been refinanced into a single facility with additional term, revolving, and working capital capacity available to the Company. The refinancing expands the Company’s borrowing capacity to $860 million including a $430 million term loan, a $350 million working capital facility for letters of guarantee and letters of credit, and a $80 million revolving credit facility.
Cash and cash equivalents are $101.0 million as of September 30, 2021, compared to $75.0 million as of December 31, 2020.
Total debt as of September 30, 2021, is $427.0 million with $150.5 million classified as short-term. Working capital totaled $110.5 million as of September 30, 2021. Free cash flow, a non-GAAP measure, for the third quarter of 2021 is $17.0 million. Net Debt (a non-GAAP measure), which is the sum of our recorded Current installments of long-term debt, Short-term borrowings, and Long-term debt less Cash and cash equivalents, totaled $326.0 million as of September 30, 2021 as compared to $323.5 million as of December 31, 2020 and $349.4 million as of September 30, 2020. A reconciliation of the comparable GAAP measures to Net Debt is provided in Table 4 below, entitled “Reconciliation to Net Debt.”
ConferenceCall Information
NESR will host a conference call on Wednesday, November 3, 2021, 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, representing more than 60 nationalities in over 15 countries, the Company helps its customers unlock the full potential of their reservoirs by providing Production Services such as Hydraulic Fracturing, Cementing, Coiled Tubing, Filtration, Completions, Stimulation, Pumping and Nitrogen Services. The Company also helps its customers to access their reservoirs in a smarter and faster manner by providing Drilling and Evaluation Services such as Drilling Downhole Tools, Directional Drilling, Fishing Tools, Testing Services, Wireline, Slickline, Drilling Fluids and Rig Services.
Forward-LookingStatements
This communication contains forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Any and all statements contained in this communication that are not statements of historical fact, the impact of the COVID-19 pandemic and the Company’s response to COVID-19, may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of these terms) may identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this communication may include, without limitation, the plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures, dividends, capital structure or other financial items, the Company’s future financial performance, expansion plans and opportunities, completion and integration of acquisitions, 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, 2021 included in this press release represent the most current information available to management. The Company’s actual results when disclosed in its Periodic Report on Form 6-K for the quarter ended September 30, 2021 may differ from these preliminary results as a result of the completion of the Company’s financial statement closing procedures, final adjustments, completion of the independent registered public accounting firm’s review procedures, and other developments that may arise between now and the disclosure of the final results.
NATIONALENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS
(In US$ thousands, except share data)
| September<br> 30,<br><br> <br>2021 | December<br> 31,<br><br> <br>2020 | |||||
|---|---|---|---|---|---|---|
| Assets | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | 101,018 | $ | 75,012 | ||
| Accounts receivable, net | 98,223 | 116,835 | ||||
| Unbilled revenue | 138,900 | 158,457 | ||||
| Service inventories | 100,757 | 94,263 | ||||
| Prepaid assets | 20,068 | 11,480 | ||||
| Retention withholdings | 43,199 | 36,773 | ||||
| Other receivables | 23,942 | 18,454 | ||||
| Other current assets | 7,391 | 3,943 | ||||
| Total current assets | 533,498 | 515,217 | ||||
| Non-current assets | ||||||
| Property, plant and equipment, net | 466,732 | 437,743 | ||||
| Intangible assets, net | 126,323 | 110,376 | ||||
| Goodwill | 629,675 | 620,921 | ||||
| Other assets | 10,156 | 2,797 | ||||
| Total<br> assets | $ | 1,766,384 | $ | 1,687,054 | ||
| Liabilities and equity | ||||||
| Liabilities | ||||||
| Accounts payable | 143,753 | 144,614 | ||||
| Accrued expenses | 69,048 | 73,783 | ||||
| Current installments of long-term debt | 54,077 | 47,500 | ||||
| Short-term borrowings | 96,468 | 42,360 | ||||
| Income taxes payable | 9,272 | 9,420 | ||||
| Other taxes payable | 2,142 | 11,289 | ||||
| Other current liabilities | 48,256 | 30,400 | ||||
| Total<br> current liabilities | 423,016 | 359,366 | ||||
| Long-term debt | 276,492 | 308,614 | ||||
| Deferred tax liabilities | 17,148 | 21,070 | ||||
| Employee benefit liabilities | 25,203 | 21,515 | ||||
| Other liabilities | 35,695 | 32,071 | ||||
| Total<br> liabilities | 777,554 | 742,636 | ||||
| Commitments and contingencies | - | - | ||||
| Equity | ||||||
| Preferred shares, no par value; unlimited shares<br> authorized; none issued and outstanding at September 30, 2021 and December 31, 2020, respectively | - | |||||
| Common stock and additional paid in capital,<br> no par value; unlimited shares authorized; 91,361,235 and 87,777,553 shares issued and outstanding at September 30, 2021 and<br> December 31, 2020, respectively | 854,301 | 831,146 | ||||
| Retained earnings | 134,440 | 113,216 | ||||
| Accumulated other comprehensive<br> income | 97 | 64 | ||||
| Total shareholders’<br> equity | 988,838 | 944,426 | ||||
| Non-controlling interests | (8 | ) | (8 | ) | ||
| Total<br> equity | 988,830 | 944,418 | ||||
| Total<br> liabilities and equity | $ | 1,766,384 | $ | 1,687,054 |
NATIONALENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In US$ thousands, except share data and per share amounts)
| Quarter ended | Year-to-date period ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Description | September 30, 2021 | September 30, 2020 (Revised,<br><br> <br>Note 3) | September 30, 2021 | September 30, 2020 (Revised,<br><br> <br>Note 3) | ||||||||
| Revenues | $ | 217,992 | $ | 218,423 | $ | 665,345 | $ | 620,971 | ||||
| Cost<br> of services | (186,095 | ) | (177,953 | ) | (554,337 | ) | (500,566 | ) | ||||
| Gross profit | 31,897 | 40,470 | 111,008 | 120,405 | ||||||||
| Selling,<br> general and administrative expenses | (19,067 | ) | (17,449 | ) | (59,592 | ) | (53,190 | ) | ||||
| Amortization | (4,728 | ) | (4,034 | ) | (13,235 | ) | (11,855 | ) | ||||
| Operating income | 8,102 | 18,987 | 38,181 | 55,360 | ||||||||
| Interest<br> expense, net | (3,717 | ) | (3,793 | ) | (10,114 | ) | (12,468 | ) | ||||
| Gain/(loss)<br> on Private Warrant Liability | - | - | - | 558 | ||||||||
| Other<br> income / (expense), net | (1,252 | ) | 37 | (1,624 | ) | (383 | ) | |||||
| Income before income tax | 3,133 | 15,231 | 26,443 | 43,067 | ||||||||
| Income<br> tax expense | (1,202 | ) | (3,565 | ) | (5,219 | ) | (8,940 | ) | ||||
| Net income | 1,931 | 11,666 | 21,224 | 34,127 | ||||||||
| Net<br> income / (loss) attributable to non-controlling interests | - | - | - | - | ||||||||
| Net income attributable to shareholders | $ | 1,931 | $ | 11,666 | $ | 21,224 | $ | 34,127 | ||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 91,250,125 | 89,876,456 | 90,943,363 | 88,452,027 | ||||||||
| Diluted | 93,116,486 | 89,876,456 | 93,288,498 | 88,452,027 | ||||||||
| Net earnings per share (Note 16): | ||||||||||||
| Basic | $ | 0.02 | $ | 0.13 | $ | 0.23 | $ | 0.38 | ||||
| Diluted | $ | 0.02 | $ | 0.13 | $ | 0.23 | $ | 0.38 |
NATIONALENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In US$ thousands)
| Year-to-date<br> period ended | Quarter<br> ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| September 30,<br> <br>2021 | September<br> 30, 2020 | September 30,<br> <br>2021 | |||||||
| Cash flows from operating<br> activities: | |||||||||
| Net income | $ | 21,224 | $ | 34,127 | $ | 1,931 | |||
| Adjustments to reconcile<br> net income to net cash provided by operating activities: | |||||||||
| Depreciation and amortization | 96,338 | 91,783 | 34,018 | ||||||
| Share-based compensation expense | 7,353 | 5,842 | 2,753 | ||||||
| Loss (Gain) on disposal of assets | (1,405 | ) | 688 | (1,772 | ) | ||||
| Non-cash interest (income) expense | 537 | (118 | ) | 588 | |||||
| Deferred tax expense (benefit) | (3,922 | ) | (3,332 | ) | (2,299 | ) | |||
| Allowance for (reversal of) doubtful receivables | 70 | (97 | ) | (216 | ) | ||||
| Provision for obsolete service inventories | 230 | 821 | 230 | ||||||
| Loss (Gain) on Private Warrant liability | - | (558 | ) | - | |||||
| Other operating activities, net | 353 | (184 | ) | 113 | |||||
| Changes in operating assets<br> and liabilities: | |||||||||
| (Increase) decrease in accounts receivable | 27,106 | (13,223 | ) | 17,798 | |||||
| (Increase) decrease in Unbilled revenue | 20,909 | (73,505 | ) | (20,991 | ) | ||||
| (Increase) decrease in Retention withholdings | (6,186 | ) | 13,881 | ) | 3,425 | ||||
| (Increase) decrease in inventories | (4,396 | ) | (10,755 | ) | 1,892 | ||||
| (Increase) decrease in prepaid expenses | (8,278 | ) | 2,002 | (6,829 | ) | ||||
| (Increase) decrease in other current assets | (6,431 | ) | 2,224 | (7,998 | ) | ||||
| (Increase) decrease in other long-term assets<br> and liabilities | (2,142 | ) | (5,746 | ) | (1,626 | ) | |||
| Increase (decrease) in accounts payable and<br> accrued expenses | (20,087 | ) | 40,970 | 11,951 | |||||
| Increase (decrease)<br> in other current liabilities | (6,501 | ) | 1,234 | 2,333 | |||||
| Net<br> cash provided by operating activities | 114,772 | 86,054 | 35,301 | ||||||
| Cash flows from investing<br> activities: | |||||||||
| Capital expenditures | (50,864 | ) | (75,448 | ) | (18,296 | ) | |||
| Proceeds from disposal of assets | 2,127 | 1,490 | 1,343 | ||||||
| Acquisition of business, net of cash acquired | (36,923 | ) | (11,260 | ) | - | ||||
| Other investing activities | (3,204 | ) | (628 | ) | (100 | ) | |||
| Net<br> cash used in investing activities | (88,864 | ) | (85,846 | ) | (17,053 | ) | |||
| Cash flows from financing<br> activities: | |||||||||
| Proceeds from long-term debt | - | 15,000 | - | ||||||
| Repayments of long-term debt | (26,250 | ) | (18,472 | ) | (11,250 | ) | |||
| Proceeds from short-term borrowings | 121,806 | 14,928 | 63,412 | ||||||
| Repayments of short-term borrowings | (67,644 | ) | (15,829 | ) | (26,706 | ) | |||
| Payments on capital leases | (15,983 | ) | (15,679 | ) | (5,866 | ) | |||
| Payments on seller-provided financing for capital<br> expenditures | (11,520 | ) | (2,905 | ) | (2,690 | ) | |||
| Other financing activities,<br> net | (345 | ) | - | (204 | ) | ||||
| Net<br> cash provided by (used in) financing activities | 64 | (22,957 | ) | 16,696 | |||||
| Effect of exchange rate<br> changes on cash | 34 | 35 | - | ||||||
| Net increase (decrease)<br> in cash | 26,006 | (22,714 | ) | 34,944 | |||||
| Cash<br> and cash equivalents, beginning of period | 75,012 | 73,201 | 66,074 | ||||||
| Cash<br> and cash equivalents, end of period | $ | 101,018 | $ | 50,487 | $ | 101,018 |
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, 2021 | Quarter ended<br><br> <br>June 30, 2021 | Quarter ended<br><br> <br>September 30, 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | $ | 1,931 | $ | 0.02 | $ | 7,821 | $ | 0.08 | $ | 11,666 | $ | 0.13 |
| Add Charges and Credits: | ||||||||||||
| Transaction and other<br> costs | 5,053 | 0.06 | 4,996 | 0.06 | 2,499 | 0.03 | ||||||
| Total Charges and Credits^(1)^ | 5,053 | 0.06 | 4,996 | 0.06 | 2,499 | 0.03 | ||||||
| Total Adjusted Net Income | $ | 6,984 | $ | 0.08 | $ | 12,817 | $ | 0.14 | $ | 14,165 | $ | 0.16 |
| ^(1)^ | In<br> the third quarter of 2021, Total Charges and Credits included $5.1 million mainly related to merger and acquisition<br> transaction costs and restructuring activities. In the second quarter of 2021, Total Charges and Credits included $5.0 million mainly<br> related to merger and acquisition transaction costs 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. | |||||||||||
| --- | --- |
Table2 - Reconciliation of Net Income to Adjusted EBITDA
| Quarter ended<br><br> <br>September 30, 2021 | Quarter ended<br><br> <br>June 30, 2021 | Quarter ended<br><br> <br>September 30, 2020 | ||||
|---|---|---|---|---|---|---|
| Net Income | $ | 1,931 | $ | 7,821 | $ | 11,666 |
| Add: | ||||||
| Income Taxes | 1,202 | 2,408 | 3,565 | |||
| Interest Expense, net | 3,717 | 3,234 | 3,793 | |||
| Depreciation and Amortization | 36,771 | 35,148 | 34,280 | |||
| Charges and Credits impacting<br> Adjusted EBITDA^(2)^ | 5,053 | 4,996 | 2,499 | |||
| Total Adjusted EBITDA | $ | 48,674 | $ | 53,607 | $ | 55,803 |
| ^(2)^ | Charges<br> and Credits impacting Adjusted EBITDA are described in Table 1 above. Charges and Credits impacting Adjusted EBITDA exclude items<br> related to interest, income tax and depreciation and amortization. | |||||
| --- | --- |
Table3 - Reconciliation of Segment EBITDA to Adjusted EBITDA
| Quarter ended September 30, 2021 | Quarter ended June 30, 2021 | Quarter ended September 30, 2020 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EBITDA | Charges and Credits impacting Adjusted EBITDA | Adjusted EBITDA | EBITDA | Charges and Credits impacting Adjusted EBITDA | Adjusted EBITDA | EBITDA | Charges and Credits impacting Adjusted EBITDA | Adjusted EBITDA | ||||||||||||||||
| Production Services | $ | 33,035 | $ | 3,316 | $ | 36,351 | $ | 39,382 | $ | 1,382 | $ | 40,764 | $ | 41,705 | $ | 1,186 | $ | 42,891 | ||||||
| Drilling & Evaluation | 15,668 | 1,227 | 16,895 | 16,878 | 627 | 17,505 | 15,538 | 954 | 16,492 | |||||||||||||||
| Unallocated | (5,082 | ) | 510 | (4,572 | ) | (7,649 | ) | 2,987 | (4,662 | ) | (3,939 | ) | 359 | (3,580 | ) | |||||||||
| Total | $ | 43,621 | $ | 5,053 | $ | 48,674 | $ | 48,611 | $ | 4,996 | $ | 53,607 | $ | 53,304 | $ | 2,499 | $ | 55,803 |
Table4 - Reconciliation of Segment EBITDA to Segment Operating Income
| Quarter ended September 30, 2021 | Quarter ended June 30, 2021 | Quarter ended September 30, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Production Services: | |||||||||
| Segment EBITDA | $ | 33,035 | $ | 39,382 | $ | 41,705 | |||
| Depreciation and amort. | (22,666 | ) | (21,598 | ) | (20,222 | ) | |||
| Other<br> (income)/expense, net | 256 | 231 | (58 | ) | |||||
| Segment<br> Operating Income | 10,625 | 18,015 | 21,425 | ||||||
| Drilling and Evaluation Services: | |||||||||
| Segment EBITDA | 15,668 | 16,878 | 15,538 | ||||||
| Depreciation and amort. | (8,754 | ) | (8,424 | ) | (8,153 | ) | |||
| Other<br> (income)/expense, net | 170 | 104 | (8 | ) | |||||
| Segment<br> Operating Income | 7,084 | 8,558 | 7,377 | ||||||
| Unallocated: | |||||||||
| EBITDA | (5,082 | ) | (7,649 | ) | (3,939 | ) | |||
| Share-based compensation | (2,754 | ) | (3,039 | ) | (2,082 | ) | |||
| Depreciation and amort. | (2,597 | ) | (2,087 | ) | (3,823 | ) | |||
| Other<br> (income)/expense, net | 826 | 320 | 29 | ||||||
| Operating Income | (9,607 | ) | (12,455 | ) | (9,815 | ) | |||
| Total Operating Income | $ | 8,102 | $ | 14,118 | $ | 18,987 |
Table5 - Reconciliation of Net cash provided by (used in) operating activities to Free Cash Flow
| Quarter<br> Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| September<br> 30, 2021 | June<br> 30, 2021 | September<br> 30, 2020 | |||||||
| Net cash provided<br> by (used in) operating activities | $ | 35,301 | $ | 32,989 | $ | 33,455 | |||
| Less: | |||||||||
| Capital<br> expenditures | (18,296 | ) | (21,326 | ) | (24,787 | ) | |||
| Free<br> cash flow | $ | 17,005 | $ | 11,663 | $ | 8,668 |
Table6 - Reconciliation to Net Debt
| September<br> 30, 2021 | June<br> 30, 2021 | September<br> 30, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Current installments<br> of long-term debt | $ | 54,077 | $ | 54,077 | $ | 43,750 | |||
| Short-term borrowings | 96,468 | 59,709 | 36,392 | ||||||
| Long-term debt | 276,492 | 287,483 | 319,738 | ||||||
| Less: | |||||||||
| Cash<br> and cash equivalents | (101,018 | ) | (66,074 | ) | (50,487 | ) | |||
| Net<br> Debt | $ | 326,019 | $ | 335,195 | $ | 349,393 |
Forinquiries regarding NESR, please contact:
Blake Gendron
National Energy Services Reunited Corp.
832-925-3777
investors@nesr.com