8-K
Nine Energy Service, Inc. (NINE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 5, 2023
NINE ENERGY SERVICE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38347 | 80-0759121 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 2001 Kirby Drive, Suite 200<br>Houston, Texas | 77019 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (281) 730-5100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | NINE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On May 8, 2023, Nine Energy Service, Inc. (the “Company”) issued a press release providing information on its results of operations and financial condition for the quarter ended March 31, 2023. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information under this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On May 5, 2023, at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), as further described below in Item 5.07, the Company’s stockholders approved the Second Amendment (the “Incentive Plan Amendment”) to the Nine Energy Service, Inc. 2011 Stock Incentive Plan, as amended and restated effective February 28, 2017 and as further amended effective March 5, 2021 (the “Incentive Plan”). Previously, subject to the approval by the Company’s stockholders at the Annual Meeting, the Company’s Board of Directors (the “Board”) approved the Incentive Plan Amendment, which (i) increases the number of shares of the Company’s common stock that may be issued under the Incentive Plan by 2,000,000 shares, (ii) prohibits share recycling with respect to options and stock appreciation rights, (iii) prohibits the payment of dividends on unvested awards for all equity award types, and (iv) clarifies that the vesting of time-based and performance-based equity awards will not be automatically accelerated in connection with a “Corporate Change” (as defined in the Incentive Plan).
The Incentive Plan is a long-term incentive plan pursuant to which awards, including stock options, stock appreciation rights, restricted stock, performance awards, restricted stock units, bonus stock, dividend equivalents, other stock-based awards and cash awards, may be granted to certain employees and other service providers of the Company and its subsidiaries. It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the Incentive Plan subsequent to the Annual Meeting because the grant and payment of such awards is subject to the discretion of the Board’s Nominating, Governance and Compensation Committee.
The foregoing description of the Incentive Plan Amendment is a summary only and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. In addition, a description of the material terms of the Incentive Plan Amendment and the Incentive Plan was included in the Company’s proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 8, 2023 (the “Proxy Statement”).
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On May 5, 2023, the Company held the Annual Meeting, at which the Company’s stockholders were requested to: (1) elect the three nominees named in the Proxy Statement to serve on the Board as Class II Directors until the Company’s 2026 Annual Meeting of Stockholders or until their respective successors are elected and qualified, (2) ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and (3) approve the Incentive Plan Amendment.
The following are the final voting results on proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Proxy Statement:
| 1. | Each of the three nominees for Class II Directors that was up for election was elected for a term of three years. Votes regarding the election of these directors were as follows: | |||||
|---|---|---|---|---|---|---|
| NOMINEE | VOTES FOR | VOTES<br>WITHHELD | BROKER<br>NON-VOTES | |||
| --- | --- | --- | --- | --- | --- | --- |
| Scott E. Schwinger | 14,932,247 | 1,742,656 | 9,350,092 | |||
| Gary L. Thomas | 14,943,798 | 1,731,105 | 9,350,092 | |||
| Andrew L. Waite | 16,312,199 | 362,704 | 9,350,092 | |||
| 2. | PricewaterhouseCoopers LLP was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows: | |||||
| --- | --- | |||||
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-<br> <br>VOTES | |||
| --- | --- | --- | --- | |||
| 25,940,003 | 36,366 | 48,626 | 0 | |||
| 3. | The Incentive Plan Amendment was approved. The voting results were as follows: | |||||
| --- | --- | |||||
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-<br> <br>VOTES | |||
| --- | --- | --- | --- | |||
| 15,234,404 | 1,385,850 | 54,649 | 9,350,092 | |||
| Item 9.01 | Financial Statements and Exhibits. | |||||
| --- | --- | |||||
| (d) | Exhibits. | |||||
| --- | --- | |||||
| Exhibit<br>No. | Description | |||||
| --- | --- | |||||
| 10.1 | Second Amendment to the Nine Energy Service, Inc. 2011 Stock Incentive Plan. | |||||
| 99.1 | Nine Energy Service, Inc. press release dated May 8, 2023. | |||||
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). |
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 hereunto duly authorized.
| Dated: May 8, 2023 | NINE ENERGY SERVICE, INC. | |
|---|---|---|
| By: | /s/ Theodore R. Moore | |
| Theodore R. Moore | ||
| Senior Vice President and General Counsel |
EX-10.1
Exhibit 10.1
SECOND AMENDMENT TO THE
NINE ENERGY SERVICE, INC.
2011 STOCK INCENTIVE PLAN
THIS SECOND AMENDMENT (this “Amendment”) to the Nine Energy Service, Inc. 2011 Stock Incentive Plan, as amended and restated effective February 28, 2017 and as further amended effective March 5, 2021 (the “Plan”), is effective March 6, 2023, subject to approval by the Company’s stockholders (the “Effective Date”).
W I T N E S S E T H:
WHEREAS, Nine Energy Service, Inc., a Delaware corporation (the “Company”), previously adopted the Plan pursuant to which the Company is authorized to grant equity and equity-based incentive awards to certain employees and other service providers of the Company and its subsidiaries;
WHEREAS, Paragraph XVII of the Plan provides that the Board of Directors of the Company (the “Board”) may amend the Plan from time to time, including to increase the aggregate maximum number of shares that may be issued under the Plan with the approval of the Company’s stockholders;
WHEREAS, the Board desires to amend the plan to (i) increase the aggregate maximum number of shares common stock, par value $0.01 per share, of the Company available for issuance under the Plan by 2,000,000 shares, (ii) prohibit the recycling of shares withheld to pay the exercise price and tax withholding on options and stock appreciation rights, (iii) prohibit the payment of dividends and dividend equivalents prior to the vesting of the underlying award and (iv) clarify that the vesting of time-based and performance-based equity awards will not be automatically accelerated in connection with a Corporate Change, in each case, subject to the approval of the Company’s stockholders; and
WHEREAS, the Board has determined that it is desirable and in the best interests of the Company to amend the Plan in the manner contemplated hereby, subject to approval by the Company’s stockholders at the Company’s upcoming annual meeting to be held on May 5, 2023 (the “AnnualMeeting”).
NOW, THEREFORE, the Plan shall be amended as follows, effective as of the Effective Date:
- The first sentence of Paragraph V(a) of the Plan shall be deleted in its entirety and the following substituted therefor:
“Subject to adjustment in the same manner as provided in Paragraph XVI with respect to shares of Common Stock subject to Options then outstanding, the aggregate maximum number of shares of Common Stock that may be issued under the Plan, and the aggregate maximum number of shares of Common Stock that may be issued under the Plan through Incentive Stock Options, from and after the Effective Date shall not exceed 2,171,121 shares of Common Stock.”
- The following new sentence shall be added to the end of Paragraph V(a):
“Notwithstanding anything to the contrary contained herein, shares of Common Stock subject to an Option or Stock Appreciation Right under this Plan shall not again be available for issuance under this Plan if such Shares are (i) Shares tendered, withheld or surrendered in payment of the exercise or purchase price of such Option or Stock Appreciation Right or taxes relating to such Option or Stock Appreciation Right, (ii) Shares that were not issued or delivered as a result of the net settlement or net exercise of such Option or Stock Appreciation Right or (iii) Shares repurchased on the open market with the proceeds of an Option’s exercise price.”
- The following new section shall be added to Paragraph XVII of the Plan:
“No Dividend or Dividend Equivalents on Unvested Awards. Notwithstanding any other provision in the Plan, any dividend or Dividend Equivalent credited with respect to an Award (except for dividends paid following the grant of an Award of unrestricted (i.e., fully vested) shares of Common Stock) shall be subject to restrictions and a risk of forfeiture to the same extent as the Award with respect to which such Common Stock or other property has been distributed and shall not be delivered unless and until such Award has vested and been earned.”
- The following new sentence shall be added to Paragraph XVI(c) of the Plan:
“Notwithstanding any other provision in the Plan, except as otherwise provided in an Award Agreement, in the event of a Corporate Change in which any successor entity assumes outstanding Awards or substitutes similar awards under the successor entity’s equity compensation plan for outstanding Awards on the same terms and conditions as the original Awards, such Awards that are assumed or substituted shall not vest solely as a result of the occurrence of the Corporate Change.”
This Amendment shall be and is hereby incorporated in and forms a part of the Plan, and, as amended hereby, the Plan is specifically ratified and reaffirmed.
All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein.
Notwithstanding anything to the contrary herein, in the event the stockholders of the Company do not approve this Amendment at the Annual Meeting, then this Amendment shall not become effective and shall terminate as of the date of the Annual Meeting.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the Company has caused the execution of this Second Amendment by its duly authorized officer, effective as of the Effective Date.
| NINE ENERGY SERVICE, INC. | |
|---|---|
| By: | /s/ Ann G. Fox |
| Name: | Ann G. Fox |
| Title: | President, Chief Executive Officer |
3
EX-99.1
Exhibit 99.1
Nine Energy Service Announces First Quarter 2023 Results
| • | Revenue, net loss and adjusted EBITDA^A^ of<br>$163.4 million, $(6.1) million and $25.0 million, respectively, for the first quarter of 2023 |
|---|---|
| • | For the first quarter of 2023 the Company generated ROIC^B^ of<br>16.2% |
| --- | --- |
| • | Total liquidity position of $47.4 million as of March 31, 2023 |
| --- | --- |
HOUSTON – Nine Energy Service, Inc. (“Nine” or the “Company”) (NYSE: NINE) reported first quarter 2023 revenues of $163.4 million, net loss of $(6.1) million, or $(0.19) per diluted share and $(0.19) per basic share, and adjusted EBITDA of $25.0 million. The Company’s net loss in the first quarter of 2023 includes the impact of fees and expenses incurred in connection with its public offering of units and other refinancing activities in January. The Company had provided original first quarter 2023 revenue guidance between $160.0 and $165.0 million, with actual results falling within the provided range.
“First quarter results were as expected” said Ann Fox, President and Chief Executive Officer, Nine Energy Service, “with revenue within our original guidance.”
“We have seen a softening in the market due largely to the decline in natural gas prices over the past several months, resulting in a decrease in activity and pricing thus far in 2023 versus Q4 levels. Operationally, our cementing service line continues to be a strong performer, and we remain very excited about this service line. We continue to believe we have one of the top completion tool portfolios in the U.S. We increased the total number of Stinger^TM^ Dissolvable plugs sold by approximately 23%, due in large part to a significant international sale, and increased completion tool revenue by approximately 7%, in each case, quarter-over-quarter. Wireline and coiled tubing markets remain fragmented and highly competitive but play a very important role in the completions process and customer relationships.”
“Recessionary fears in the global market are affecting commodity prices, which have been erratic over the last several months. I do believe there will continue to be numerous factors that will impact commodity prices; however, I remain optimistic on the outlook for the energy sector with both OPEC’s and U.S. oil producers’ demonstrated commitment to capital discipline.”
“Looking ahead, U.S. rig and frac crew counts are good proxies for both our revenue outlook and potential pricing leverage. Activity levels thus far in Q2 are down, and we continue to see some pricing pressure from select customers, especially in the Northeast and Haynesville. As a result of this, we expect Q2 revenue to be down slightly sequentially to Q1.”
“We have purposely designed our business to be capital light, which reduces capital allocation risk, as well as diversified in terms of service lines, geography, and commodity exposure. We continue to develop and look for new technologies to expand our tool portfolio, as well as constantly improve our current offerings. Our priorities are unchanged. We are focused on generating free cash flow^c^, which would be used towards de-levering. While 2023 has not been the growth market we originally anticipated at the end of 2022, we have demonstrated our ability to navigate through all market cycles and quickly increase earnings in conjunction with activity growth.”
OperatingResults
During the first quarter of 2023, the Company reported revenues of $163.4 million, gross profit of $26.5 million and adjusted gross profit^D^ of $36.3 million. During the first quarter, the Company generated ROIC of 16.2%.
During the first quarter of 2023, the Company reported general and administrative expense of $19.7 million. Depreciation and amortization expense in the first quarter of 2023 was $10.3 million.
The Company’s tax provision for the first quarter of 2023 was approximately $0.9 million. The provision for 2023 is the result of our tax position in state and non-U.S. tax jurisdictions.
Liquidity and Capital Expenditures
During the first quarter of 2023, the Company reported net cash provided by operating activities of $4.0 million. Capital expenditures totaled $5.0 million during the first quarter of 2023.
As of March 31, 2023, Nine’s cash and cash equivalents were $21.4 million, and the Company had $26.0 million of availability under the revolving credit facility, resulting in a total liquidity position of $47.4 million as of March 31, 2023. On March 31, 2023, the Company had $72.0 million of borrowings under the revolving credit facility.
^ABCD^See end of press release for definitions of these non-GAAP measures. These measures are intended to provide additional information only and should not be considered as alternatives to, or more meaningful than, net income (loss), gross profit, net cash provided by operating activities or any other measure determined in accordance with GAAP. Certain items excluded from these measures are significant components in understanding and assessing a company’s financial performance or liquidity, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets. Our computation of these measures may not be comparable to other similarly titled measures of other companies.
Conference Call Information
The call is scheduled for Tuesday, May 9, 2023, at 9:00 am Central Time. Participants may join the live conference call by dialing U.S. (Toll Free): (877) 524-8416 or International: (412) 902-1028 and asking for the “Nine Energy Service Earnings Call”. Participants are encouraged to dial into the conference call ten to fifteen minutes before the scheduled start time to avoid any delays entering the earnings call.
For those who cannot listen to the live call, a telephonic replay of the call will be available through May 23, 2023 and may be accessed by dialing U.S. (Toll Free): (877) 660-6853 or International: (201) 612-7415 and entering the passcode of 13734454.
About Nine Energy Service
Nine Energy Service is an oilfield services company that offers completion solutions within North America and abroad. The Company brings years of experience with a deep commitment to serving clients with smarter, customized solutions and world-class resources that drive efficiencies. Serving the global oil and gas industry, Nine continues to differentiate itself through superior service quality, wellsite execution and cutting-edge technology. Nine is headquartered in Houston, Texas with operating facilities in the Permian, Eagle Ford, Haynesville, SCOOP/STACK, Niobrara, Barnett, Bakken, Marcellus, Utica and Canada.
For more information on the Company, please visit Nine’s website at nineenergyservice.com.
Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. Forward-looking statements also include statements that refer to or are based on projections, uncertain events or assumptions. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among other things, the level of capital spending and well completions by the onshore oil and natural gas industry, which may be affected by geopolitical and economic developments in the U.S. and globally, including conflicts, instability, acts of war or terrorism in oil producing countries or regions, particularly Russia, the Middle East, South America and Africa, as well as actions by members of the Organization of the Petroleum Exporting Countries and other oil exporting nations; general economic conditions and inflation, particularly, cost inflation with labor or materials; equipment and supply chain constraints; the Company’s ability to attract and retain key employees, technical personnel and other skilled and qualified workers; the Company’s ability to maintain existing prices or implement price increases on our products and services; pricing pressures, reduced sales, or reduced market share as a result of intense competition in the markets for the Company’s dissolvable plug products; conditions inherent in the oilfield services industry, such as equipment defects, liabilities arising from accidents or damage involving our fleet of trucks or other equipment, explosions and uncontrollable flows of gas or well fluids, and loss of well control; the Company’s ability to implement and commercialize new technologies, services and tools; the Company’s ability to grow its completion tool business; the adequacy of the Company’s capital resources and liquidity, including the ability to meet its debt obligations; the Company’s ability to manage capital expenditures; the Company’s ability to accurately predict customer demand, including that of its international customers; the loss of, or interruption or delay in operations by, one or more significant customers, including certain of the Company’s customers outside of the United States; the loss of or interruption in operations of one or more key suppliers; the incurrence of significant
costs and liabilities resulting from litigation; changes in laws or regulations regarding issues of health, safety and protection of the environment; and other factors described in the “Risk Factors” and “Business” sections of the Company’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.
Nine Energy Service Investor Contact:
Heather Schmidt
Vice President, Strategic Development, Investor Relations and Marketing
(281) 730-5113
investors@nineenergyservice.com
NINE ENERGY SERVICE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(LOSS)
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31,<br>2023 | December 31,<br>2022 | |||||
| Revenues | $ | 163,408 | $ | 166,669 | ||
| Cost and expenses | ||||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 127,118 | 126,616 | ||||
| General and administrative expenses | 19,714 | 13,887 | ||||
| Depreciation | 7,420 | 7,176 | ||||
| Amortization of intangibles | 2,896 | 2,895 | ||||
| (Gain) loss on revaluation of contingent liability | (292 | ) | 217 | |||
| Gain on sale of property and equipment | (330 | ) | (428 | ) | ||
| Income from operations | 6,882 | 16,306 | ||||
| Interest expense | 12,454 | 8,151 | ||||
| Interest income | (185 | ) | (134 | ) | ||
| Other income | (162 | ) | (162 | ) | ||
| Income (loss) before income taxes | (5,225 | ) | 8,451 | |||
| Provision for income taxes | 884 | 467 | ||||
| Net income (loss) | $ | (6,109 | ) | $ | 7,984 | |
| Income (loss) per share | ||||||
| Basic | $ | (0.19 | ) | $ | 0.26 | |
| Diluted | $ | (0.19 | ) | $ | 0.24 | |
| Weighted average shares outstanding | ||||||
| Basic | 32,304,361 | 31,287,694 | ||||
| Diluted | 32,304,361 | 32,804,647 | ||||
| Other comprehensive income (loss), net of tax | ||||||
| Foreign currency translation adjustments, net of tax of $0 and $0 | $ | (168 | ) | $ | 98 | |
| Total other comprehensive income (loss), net of tax | (168 | ) | 98 | |||
| Total comprehensive income (loss) | $ | (6,277 | ) | $ | 8,082 |
NINE ENERGY SERVICE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
| December 31,<br>2022 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 21,374 | $ | 17,445 | ||
| Accounts receivable, net | 98,498 | 105,277 | |||
| Income taxes receivable | — | 741 | |||
| Inventories, net | 67,030 | 62,045 | |||
| Prepaid expenses and other current assets | 9,293 | 11,217 | |||
| Total current assets | 196,195 | 196,725 | |||
| Property and equipment, net | 87,650 | 89,717 | |||
| Operating lease<br>right-of-use assets, net | 39,520 | 36,336 | |||
| Finance lease<br>right-of-use assets, net | 157 | 547 | |||
| Intangible assets, net | 99,049 | 101,945 | |||
| Other long-term assets | 4,123 | 1,564 | |||
| Total assets | 426,694 | $ | 426,834 | ||
| Liabilities and Stockholders’ Equity (Deficit) | |||||
| Current liabilities | |||||
| Accounts payable | 37,489 | $ | 42,211 | ||
| Accrued expenses | 25,268 | 28,391 | |||
| Income taxes payable | 124 | — | |||
| Current portion of long-term debt | 1,305 | 2,267 | |||
| Current portion of operating lease obligations | 8,702 | 7,956 | |||
| Current portion of finance lease obligations | 82 | 178 | |||
| Total current liabilities | 72,970 | 81,003 | |||
| Long-term liabilities | |||||
| Long-term debt | 331,533 | 338,031 | |||
| Long-term operating lease obligations | 31,672 | 29,370 | |||
| Other long-term liabilities | 1,860 | 1,937 | |||
| Total liabilities | 438,035 | 450,341 | |||
| Stockholders’ equity (deficit) | |||||
| Common stock (120,000,000 shares authorized at .01 par value; 34,720,752 and 33,221,266 shares<br>issued and outstanding at March 31, 2023 and December 31, 2022, respectively) | 347 | 332 | |||
| Additional paid-in capital | 793,434 | 775,006 | |||
| Accumulated other comprehensive loss | (4,996 | ) | (4,828 | ) | |
| Accumulated deficit | (800,126 | ) | (794,017 | ) | |
| Total stockholders’ equity (deficit) | (11,341 | ) | (23,507 | ) | |
| Total liabilities and stockholders’ equity (deficit) | 426,694 | $ | 426,834 |
All values are in US Dollars.
NINE ENERGY SERVICE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31,<br>2023 | December 31,<br>2022 | |||||
| Cash flows from operating activities | ||||||
| Net income (loss) | $ | (6,109 | ) | $ | 7,984 | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||||||
| Depreciation | 7,420 | 7,176 | ||||
| Amortization of intangibles | 2,896 | 2,895 | ||||
| Amortization of deferred financing costs | 2,408 | 626 | ||||
| Amortization of operating leases | 2,596 | 2,402 | ||||
| Provision for doubtful accounts | 175 | 6 | ||||
| Provision for inventory obsolescence | 319 | 400 | ||||
| Stock-based compensation expense | 489 | 497 | ||||
| Gain on sale of property and equipment | (330 | ) | (428 | ) | ||
| (Gain) loss on revaluation of contingent liability | (292 | ) | 217 | |||
| Abandonment of in-process research and<br>development | — | 1,000 | ||||
| Changes in operating assets and liabilities, net of effects from acquisitions | ||||||
| Accounts receivable, net | 6,589 | (1,363 | ) | |||
| Inventories, net | (5,421 | ) | (9,425 | ) | ||
| Prepaid expenses and other current assets | 1,222 | (2,355 | ) | |||
| Accounts payable and accrued expenses | (6,357 | ) | 651 | |||
| Income taxes receivable/payable | 867 | 443 | ||||
| Other assets and liabilities | (2,507 | ) | (2,285 | ) | ||
| Net cash provided by operating activities | 3,965 | 8,441 | ||||
| Cash flows from investing activities | ||||||
| Proceeds from sales of property and equipment | 219 | 20 | ||||
| Proceeds from property and equipment casualty losses | 840 | — | ||||
| Purchases of property and equipment | (6,343 | ) | (19,190 | ) | ||
| Net cash used in investing activities | (5,284 | ) | (19,170 | ) | ||
| Cash flows from financing activities | ||||||
| Redemption of 2023 Notes | (307,339 | ) | — | |||
| Proceeds from Units offering, net of discount | 279,750 | — | ||||
| Proceeds from ABL Credit Facility | 40,000 | 12,000 | ||||
| Payments on ABL Credit Facility | — | (7,000 | ) | |||
| Payments on Magnum Promissory Notes | — | (281 | ) | |||
| Proceeds from short-term debt | — | 4,086 | ||||
| Payments of short-term debt | (962 | ) | (1,819 | ) | ||
| Payments on finance leases | (124 | ) | (270 | ) | ||
| Payments of contingent liability | (66 | ) | (60 | ) | ||
| Cost of debt issuance | (5,915 | ) | — | |||
| Vesting of restricted stock and stock units | — | (1 | ) | |||
| Net cash provided by financing activities | 5,344 | 6,655 | ||||
| Impact of foreign currency exchange on cash | (96 | ) | 29 | |||
| Net increase (decrease) in cash and cash equivalents | 3,929 | (4,045 | ) | |||
| Cash and cash equivalents | ||||||
| Beginning of period | 17,445 | 21,490 | ||||
| End of period | $ | 21,374 | $ | 17,445 |
NINE ENERGY SERVICE, INC.
RECONCILIATION OF ADJUSTED EBITDA
(In Thousands)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31,<br>2023 | December 31,<br>2022 | |||||
| Adjusted EBITDA reconciliation: | ||||||
| Net income (loss) | $ | (6,109 | ) | $ | 7,984 | |
| Interest expense | 12,454 | 8,151 | ||||
| Interest income | (185 | ) | (134 | ) | ||
| Provision for income taxes | 884 | 467 | ||||
| Depreciation | 7,420 | 7,176 | ||||
| Amortization of intangibles | 2,896 | 2,895 | ||||
| EBITDA | $ | 17,360 | $ | 26,539 | ||
| (Gain) loss on revaluation of contingent liability (1) | (292 | ) | 217 | |||
| Certain refinancing costs (2) | 6,396 | — | ||||
| Restructuring charges | 406 | 1,574 | ||||
| Stock-based compensation and cash award expense | 1,469 | 2,116 | ||||
| Gain on sale of property and equipment | (330 | ) | (428 | ) | ||
| Legal fees and settlements (3) | — | 31 | ||||
| Adjusted EBITDA | $ | 25,009 | $ | 30,049 | ||
| (1) | Amounts relate to the revaluation of a contingent liability associated with a 2018 acquisition.<br> | |||||
| --- | --- | |||||
| (2) | Amounts represent Units offering and other refinancing fees and expenses, including cash incentive compensation<br>to employees following the successful completion of the Units offering, that were not capitalized. | |||||
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| (3) | Amounts represent fees, legal settlements, and/or accruals associated with legal proceedings brought pursuant<br>to the Fair Labor Standards Act and/or similar state laws. | |||||
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NINE ENERGY SERVICE, INC.
RECONCILIATION OF ROIC CALCULATION
(In Thousands)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31,<br>2023 | December 31,<br>2022 | |||||
| Net income (loss) | $ | (6,109 | ) | $ | 7,984 | |
| Add back: | ||||||
| Interest expense | 12,454 | 8,151 | ||||
| Interest income | (185 | ) | (134 | ) | ||
| Certain refinancing costs (1) | 6,396 | — | ||||
| Restructuring charges | 406 | 1,574 | ||||
| After-tax net operating income | $ | 12,962 | $ | 17,575 | ||
| Total capital as of prior period-end: | ||||||
| Total stockholders’ deficit | $ | (23,507 | ) | $ | (32,085 | ) |
| Total debt | 341,606 | 334,620 | ||||
| Less: cash and cash equivalents | (17,445 | ) | (21,490 | ) | ||
| Total capital as of prior period-end: | $ | 300,654 | $ | 281,045 | ||
| Total capital as of period-end: | ||||||
| Total stockholders’ deficit | $ | (11,341 | ) | $ | (23,507 | ) |
| Total debt | 373,305 | 341,606 | ||||
| Less: cash and cash equivalents | (21,374 | ) | (17,445 | ) | ||
| Total capital as of period-end: | $ | 340,590 | $ | 300,654 | ||
| Average total capital | $ | 320,622 | $ | 290,850 | ||
| ROIC | 16.2 | % | 24.2 | % | ||
| (1) | Amounts represent Units offering and other refinancing fees and expenses, including cash incentive compensation<br>to employees following the successful completion of the Units offering, that were not capitalized. | |||||
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NINE ENERGY SERVICE, INC.
RECONCILIATION OF ADJUSTED GROSS PROFIT (LOSS)
(In Thousands)
(Unaudited)
| Three Months Ended | ||||
|---|---|---|---|---|
| March 31,<br>2023 | December 31,<br>2022 | |||
| Calculation of gross profit: | ||||
| Revenues | $ | 163,408 | $ | 166,669 |
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 127,118 | 126,616 | ||
| Depreciation (related to cost of revenues) | 6,901 | 6,674 | ||
| Amortization of intangibles | 2,896 | 2,895 | ||
| Gross profit | $ | 26,493 | $ | 30,484 |
| Adjusted gross profit reconciliation: | ||||
| Gross profit | $ | 26,493 | $ | 30,484 |
| Depreciation (related to cost of revenues) | 6,901 | 6,674 | ||
| Amortization of intangibles | 2,896 | 2,895 | ||
| Adjusted gross profit | $ | 36,290 | $ | 40,053 |
| ^A^ | Adjusted EBITDA is defined as net income (loss) before interest, taxes, and depreciation and amortization,<br>further adjusted for (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) Units offering and other refinancing fees and expenses,<br>(iv) loss or gain on revaluation of contingent liabilities, (v) loss or gain on the extinguishment of debt, (vi) loss or gain on the sale of subsidiaries, (vii) restructuring charges, (viii) stock-based compensation and cash<br>award expense, (ix) loss or gain on sale of property and equipment, and (x) other expenses or charges to exclude certain items which we believe are not reflective of ongoing performance of our business, such as legal expenses and<br>settlement costs related to litigation outside the ordinary course of business. Management believes Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance and compare the results of our operations from<br>period to period without regard to our financing methods or capital structure and helps identify underlying trends in our operations that could otherwise be distorted by the effect of the impairments, acquisitions and dispositions and costs that are<br>not reflective of the ongoing performance of our business. | |||
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| ^B^ | Return on Invested Capital (“ROIC”) is defined as after-tax<br>net operating profit (loss), divided by average total capital. We define after-tax net operating profit (loss) as net income (loss) plus (i) goodwill, intangible asset, and/or property and equipment<br>impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) Units offering and other refinancing fees and expenses, (iv) interest expense (income), (v) restructuring charges, (vi) loss (gain) on the<br>sale of subsidiaries, (vii) loss (gain) on extinguishment of debt, and (viii) the provision (benefit) for deferred income taxes. We define total capital as book value of equity (deficit) plus the book value of debt less balance sheet cash<br>and cash equivalents. We compute the average of the current and prior period-end total capital for use in this analysis. Management believes ROIC provides useful information because it quantifies how well we<br>generate operating income relative to the capital we have invested in our business and illustrates the profitability of a business or project taking into account the capital invested. | |||
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| ^C^ | Free cash flow is defined as net cash provided by operating activities less (i) capital expenditures,<br>(ii) payments on finance leases, (iii) debt issuance costs, (iv) payments of contingent liability, (v) payments on short-term debt, (vi) cash employment taxes related to vesting of restricted stock and stock units and<br>(vii) the impact of foreign currency exchange on cash. | |||
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| ^D^ | Adjusted Gross Profit (Loss) is defined as revenues less cost of revenues excluding depreciation and<br>amortization. This measure differs from the GAAP definition of gross profit (loss) because we do not include the impact of depreciation and amortization, which represent non-cash expenses. Our management uses<br>adjusted gross profit (loss) to evaluate operating performance. We prepare adjusted gross profit (loss) to eliminate the impact of depreciation and amortization because we do not consider depreciation and amortization indicative of our core<br>operating performance. | |||
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