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 3, 2024
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 6, 2024, 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, 2024. 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 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On May 3, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders were requested to: (1) elect the three nominees named in the proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 8, 2024 (the “Proxy Statement”), to serve on the Company’s Board of Directors (the “Board”) as Class III Directors until the Company’s 2027 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, 2024, (3) approve, on an advisory basis, the compensation of the Company’s named executive officers (“say-on-pay”) and (4) approve, on an advisory basis, the frequency of future say-on-pay advisory votes.
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 III 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 WITHHELD | BROKER NON-VOTES | |||
| --- | --- | --- | --- | --- | --- | --- |
| Mark E. Baldwin | 13,779,326 | 3,759,461 | 10,501,637 | |||
| Ernie L. Danner | 13,633,329 | 3,905,458 | 10,501,637 | |||
| Ann G. Fox | 13,808,513 | 3,730,274 | 10,501,637 | |||
| 2. | PricewaterhouseCoopers LLP was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows: | |||||
| --- | --- | |||||
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||
| --- | --- | --- | --- | |||
| 27,926,497 | 91,049 | 22,878 | 0 | |||
| 3. | The compensation of the Company’s named executive officers was approved, on an advisory basis. The voting results were as follows: | |||||
| --- | --- | |||||
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||
| --- | --- | --- | --- | |||
| 14,250,322 | 3,186,615 | 101,850 | 10,501,637 | |||
| 4. | A frequency of one year for future say-on-pay advisory votes was approved, on an advisory basis. The voting results were as follows: | |||||
| --- | --- | |||||
| EVERY<br> <br>ONE YEAR | EVERY<br> <br>TWO YEARS | EVERY<br> <br>THREE YEARS | VOTES<br> <br>ABSTAINED | BROKER<br> <br>NON-VOTES | ||
| --- | --- | --- | --- | --- | ||
| 17,259,557 | 13,448 | 88,763 | 177,017 | 10,501,639 |
Based on the vote of our stockholders at the Annual Meeting, and consistent with the Board’s recommendation set forth in the Proxy Statement, the Board has determined that the Company will conduct a vote to approve, on an advisory basis, the compensation of the Company’s named executive officers every year until the next stockholder advisory vote on the frequency of say-on-pay advisory votes or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s stockholders.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Nine Energy Service, Inc. press release dated May 6, 2024. |
| 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 6, 2024 | NINE ENERGY SERVICE, INC. | |
|---|---|---|
| By: | /s/ Theodore R. Moore | |
| Theodore R. Moore<br> <br>Senior Vice President and General Counsel |
EX-99.1
Exhibit 99.1
Nine Energy Service Announces First Quarter 2024 Results
| • | Revenue, net loss and adjusted EBITDA^A^ of<br>$142.1 million, $(8.1) million and $15.0 million, respectively, for the first quarter of 2024 |
|---|---|
| • | Despite flat US rig count, increased gross profit in Q1 versus Q4 |
| --- | --- |
| • | Surpassed 60,000 Stinger^TM^ Dissolvable Plug units sold<br> |
| --- | --- |
HOUSTON – Nine Energy Service, Inc. (“Nine” or the “Company”) (NYSE: NINE) reported first quarter 2024 revenues of $142.1 million, net loss of $(8.1) million, or $(0.24) per diluted share and $(0.24) per basic share, and adjusted EBITDA of $15.0 million. The Company had provided original first quarter 2024 revenue guidance between $135.0 and $145.0 million, with actual results coming within the provided range.
“The US land market was relatively stable in Q1, with the average US rig count remaining flat quarter over quarter. This was reflected in our revenue, which also remained relatively flat versus Q4 and was within the upper range of our original revenue guidance,” said Ann Fox, President and Chief Executive Officer, Nine Energy Service.
“Despite a flat rig count, we increased our gross profit quarter over quarter due mostly to reduced whitespace, specifically within coil tubing where revenue increased by approximately 11% quarter over quarter. Completion tool revenue was relatively flat this quarter, despite a decrease in international sales. Additionally, we reached a major milestone in Q1, surpassing 60,000 Stinger Dissolvable Plug units sold since we introduced the technology in Q1 2020.”
“Although oil prices have been supportive, we saw a further decline in natural gas prices to below $2.00 starting in February and continuing into Q2. We do expect incremental activity slowdowns in the natural-gas levered basins, specifically the Northeast and Haynesville. Additionally, our cementing business will see full quarter realizations of pricing pressure in Q2. Because of this, we expect Q2 revenue to be down compared with Q1.”
“Despite this pause in activity in natural-gas levered basins, we remain positive on the medium and long-term outlook for the natural gas markets, and maintaining our footprint will be imperative to ensure we are able to capitalize when gas prices recover.”
“Our business is nimble, and we have shown our ability to capitalize quickly when market shifts. I believe our service and commodity diversity is critical, and we remain focused on diversifying more of our revenue streams to completion tools and the international markets. Our strategy of providing an asset-light business with forward-leaning technology and excellent service is unchanged and unique within oilfield services.”
Operating Results
During the first quarter of 2024, the Company reported revenues of $142.1 million, gross profit of $17.1 million and adjusted gross profit^B^ of $26.1 million. During the first quarter, the Company generated ROIC of (10.9)% and adjusted ROIC^C^ of 6.0%.
During the first quarter of 2024, the Company reported general and administrative (“G&A”) expense of $12.3 million. Depreciation and amortization expense (“D&A”) in the first quarter of 2024 was $9.5 million.
The Company’s tax provision was approximately $0.2 million for the quarter. The provision for 2024 is the result of the Company’s tax position in state and non-U.S. tax jurisdictions.
Liquidity and Capital Expenditures
During the first quarter of 2024, the Company reported net cash used in operating activities of $(8.8) million. Capital expenditures totaled $5.6 million during the first quarter of 2024.
As of March 31, 2024, Nine’s cash and cash equivalents were $10.2 million, and the Company had $27.3 million of availability under the revolving credit facility, resulting in a total liquidity position of $37.5 million as of March 31, 2024. On March 31, 2024, the Company had $52.0 million of borrowings under the revolving credit facility.
As per the terms of the indenture governing Nine’s senior secured notes, the Company is required to periodically offer to repurchase such notes with a portion of any Excess Cash Flow. Nine did not generate any Excess Cash Flow, as defined in the indenture, in the most recently ended two fiscal quarters (the six-month period ended March 31, 2024). As a result, no Excess Cash Flow offer will be made to noteholders this month.
On November 6, 2023, the Company entered into an Equity Distribution Agreement. During the quarter ended March 31, 2024, no sales were made under the Equity Distribution Agreement.
^ABC^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 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, 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 7, 2024, 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 21, 2024 and may be accessed by dialing U.S. (Toll Free): (877) 660-6853 or International: (201) 612-7415 and entering the passcode of 13739259.
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 domestically and internationally; 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; cybersecurity risks; 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>2024 | December 31,<br>2023 | |||||
| Revenues | $ | 142,120 | $ | 144,073 | ||
| Cost and expenses | ||||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 116,006 | 118,514 | ||||
| General and administrative expenses | 12,265 | 12,810 | ||||
| Depreciation | 6,734 | 7,003 | ||||
| Amortization of intangibles | 2,796 | 2,829 | ||||
| (Gain) loss on revaluation of contingent liability | (74 | ) | 25 | |||
| (Gain) loss on sale of property and equipment | (26 | ) | 699 | |||
| Income from operations | 4,419 | 2,193 | ||||
| Interest expense | 12,792 | 12,813 | ||||
| Interest income | (310 | ) | (324 | ) | ||
| Other income | (162 | ) | (162 | ) | ||
| Loss before income taxes | (7,901 | ) | (10,134 | ) | ||
| Provision for income taxes | 154 | 171 | ||||
| Net loss | $ | (8,055 | ) | $ | (10,305 | ) |
| Loss per share | ||||||
| Basic | $ | (0.24 | ) | $ | (0.30 | ) |
| Diluted | $ | (0.24 | ) | $ | (0.30 | ) |
| Weighted average shares outstanding | ||||||
| Basic | 33,850,317 | 33,850,317 | ||||
| Diluted | 33,850,317 | 33,850,317 | ||||
| Other comprehensive income (loss), net of tax | ||||||
| Foreign currency translation adjustments, net of tax of $0 and $0 | $ | (210 | ) | $ | 213 | |
| Total other comprehensive income (loss), net of tax | (210 | ) | 213 | |||
| Total comprehensive loss | $ | (8,265 | ) | $ | (10,092 | ) |
NINE ENERGY SERVICE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
| December 31, 2023 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 10,237 | $ | 30,840 | ||
| Accounts receivable, net | 90,968 | 88,449 | |||
| Income taxes receivable | 344 | 490 | |||
| Inventories, net | 56,340 | 54,486 | |||
| Prepaid expenses and other current assets | 9,798 | 9,368 | |||
| Total current assets | 167,687 | 183,633 | |||
| Property and equipment, net | 81,232 | 82,366 | |||
| Operating lease right of use assets, net | 40,600 | 42,056 | |||
| Finance lease right of use assets, net | 31 | 51 | |||
| Intangible assets, net | 87,633 | 90,429 | |||
| Other long-term assets | 3,227 | 3,449 | |||
| Total assets | 380,410 | $ | 401,984 | ||
| Liabilities and Stockholders’ Equity (Deficit) | |||||
| Current liabilities | |||||
| Accounts payable | 38,828 | $ | 33,379 | ||
| Accrued expenses | 22,804 | 36,171 | |||
| Current portion of long-term debt | 1,805 | 2,859 | |||
| Current portion of operating lease obligations | 10,396 | 10,314 | |||
| Current portion of finance lease obligations | 21 | 31 | |||
| Total current liabilities | 73,854 | 82,754 | |||
| Long-term liabilities | |||||
| Long-term debt | 317,100 | 320,520 | |||
| Long-term operating lease obligations | 30,903 | 32,594 | |||
| Other long-term liabilities | 1,867 | 1,746 | |||
| Total liabilities | 423,724 | 437,614 | |||
| Stockholders’ equity (deficit) | |||||
| Common stock (120,000,000 shares authorized at .01 par value; 35,324,861 shares issued and<br>outstanding at both March 31, 2024 and December 31, 2023) | 353 | 353 | |||
| Additional paid-in capital | 795,687 | 795,106 | |||
| Accumulated other comprehensive loss | (5,069 | ) | (4,859 | ) | |
| Accumulated deficit | (834,285 | ) | (826,230 | ) | |
| Total stockholders’ equity (deficit) | (43,314 | ) | (35,630 | ) | |
| Total liabilities and stockholders’ equity (deficit) | 380,410 | $ | 401,984 |
All values are in US Dollars.
NINE ENERGY SERVICE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, 2024 | December 31, 2023 | |||||
| Cash flows from operating activities | ||||||
| Net loss | $ | (8,055 | ) | $ | (10,305 | ) |
| Adjustments to reconcile net loss to net cash provided (used in) by operating activities | ||||||
| Depreciation | 6,734 | 7,003 | ||||
| Amortization of intangibles | 2,796 | 2,829 | ||||
| Amortization of deferred financing costs | 1,795 | 1,728 | ||||
| Amortization of operating leases | 3,294 | 3,454 | ||||
| Provision for (recovery of) doubtful accounts | (1 | ) | — | |||
| Provision for inventory obsolescence | 220 | 355 | ||||
| Stock-based compensation expense | 581 | 578 | ||||
| (Gain) loss on sale of property and equipment | (26 | ) | 699 | |||
| (Gain) loss on revaluation of contingent liability | (74 | ) | 25 | |||
| Changes in operating assets and liabilities, net of effects from acquisitions | ||||||
| Accounts receivable, net | (2,533 | ) | (3,352 | ) | ||
| Inventories, net | (2,229 | ) | 3,941 | |||
| Prepaid expenses and other current assets | (430 | ) | (3,650 | ) | ||
| Accounts payable and accrued expenses | (7,796 | ) | 24,102 | |||
| Income taxes receivable/payable | 148 | 405 | ||||
| Operating lease obligations | (3,251 | ) | (3,410 | ) | ||
| Other assets and liabilities | (10 | ) | (78 | ) | ||
| Net cash provided by (used in) operating activities | (8,837 | ) | 24,324 | |||
| Cash flows from investing activities | ||||||
| Proceeds from sales of property and equipment | 28 | 76 | ||||
| Purchases of property and equipment | (5,488 | ) | (8,518 | ) | ||
| Net cash used in investing activities | (5,460 | ) | (8,442 | ) | ||
| Cash flows from financing activities | ||||||
| Payments on ABL credit facility | (5,000 | ) | — | |||
| Proceeds from short-term debt | — | 4,733 | ||||
| Payments of short-term debt | (1,054 | ) | (1,874 | ) | ||
| Payments on finance leases | (10 | ) | (20 | ) | ||
| Payments of contingent liability | (159 | ) | (136 | ) | ||
| Vesting of restricted stock and stock units | — | — | ||||
| Net cash provided by (used in) financing activities | (6,223 | ) | 2,703 | |||
| Impact of foreign currency exchange on cash | (83 | ) | 96 | |||
| Net increase (decrease) in cash and cash equivalents | (20,603 | ) | 18,681 | |||
| Cash and cash equivalents | ||||||
| Beginning of period | 30,840 | 12,159 | ||||
| End of period | $ | 10,237 | $ | 30,840 |
NINE ENERGY SERVICE, INC.
RECONCILIATION OF ADJUSTED EBITDA
(In Thousands)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, 2024 | December 31, 2023 | |||||
| Net loss | $ | (8,055 | ) | $ | (10,305 | ) |
| Interest expense | 12,792 | 12,813 | ||||
| Interest income | (310 | ) | (324 | ) | ||
| Depreciation | 6,734 | 7,003 | ||||
| Amortization of intangibles | 2,796 | 2,829 | ||||
| Provision for income taxes | 154 | 171 | ||||
| EBITDA | $ | 14,111 | $ | 12,187 | ||
| (Gain) loss on revaluation of contingent liability (1) | (74 | ) | 25 | |||
| Restructuring charges | 27 | 823 | ||||
| Stock-based compensation expense | 581 | 578 | ||||
| Cash award expense | 415 | 320 | ||||
| (Gain) loss on sale of property and equipment | (26 | ) | 699 | |||
| Legal fees and settlements (2) | — | 16 | ||||
| Adjusted EBITDA | $ | 15,034 | $ | 14,648 | ||
| (1) | Amounts relate to the revaluation of contingent liability associated with a 2018 acquisition.<br> | |||||
| --- | --- | |||||
| (2) | Amounts represent fees and legal settlements associated with legal proceedings brought pursuant to the Fair<br>Labor Standards Act and/or similar state laws. | |||||
| --- | --- |
NINE ENERGY SERVICE, INC.
RECONCILIATION AND CALCULATION OF ADJUSTED ROIC
(In Thousands)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, 2024 | December 31, 2023 | |||||
| Net loss | $ | (8,055 | ) | $ | (10,305 | ) |
| Add back: | ||||||
| Interest expense | 12,792 | 12,813 | ||||
| Interest income | (310 | ) | (324 | ) | ||
| Restructuring charges | 27 | 823 | ||||
| Adjusted after-tax net operating income (loss)(1) | $ | 4,454 | $ | 3,007 | ||
| Total capital as of prior period-end: | ||||||
| Total stockholders’ deficit | $ | (35,630 | ) | $ | (26,116 | ) |
| Total debt | 359,859 | 357,000 | ||||
| Less: cash and cash equivalents | (30,840 | ) | (12,159 | ) | ||
| Total capital as of prior period-end: | $ | 293,389 | $ | 318,725 | ||
| Total capital as of period-end: | ||||||
| Total stockholders’ deficit | $ | (43,314 | ) | $ | (35,630 | ) |
| Total debt | 353,805 | 359,859 | ||||
| Less: cash and cash equivalents | (10,237 | ) | (30,840 | ) | ||
| Total capital as of period-end: | $ | 300,254 | $ | 293,389 | ||
| Average total capital | $ | 296,822 | $ | 306,057 | ||
| ROIC | -10.9 | % | -13.5 | % | ||
| Adjusted ROIC (1) | 6.0 | % | 3.9 | % | ||
| (1) | Previously, in our SEC filings, press releases and other investor materials issued prior to December 31,<br>2023, we referred to (a) adjusted ROIC as ROIC and (b) adjusted after-tax net operating profit (loss) as after-tax net operating profit (loss). We have made no<br>changes to the manner in which these measures are calculated and have only revised the titles of these measures to more clearly identify them as non-GAAP measures. | |||||
| --- | --- |
NINE ENERGY SERVICE, INC.
RECONCILIATION OF ADJUSTED GROSS PROFIT (LOSS)
(In Thousands)
(Unaudited)
| Three Months Ended | ||||
|---|---|---|---|---|
| March 31, 2024 | December 31, 2023 | |||
| Calculation of gross profit: | ||||
| Revenues | $ | 142,120 | $ | 144,073 |
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 116,006 | 118,514 | ||
| Depreciation (related to cost of revenues) | 6,263 | 6,513 | ||
| Amortization of intangibles | 2,796 | 2,829 | ||
| Gross profit | $ | 17,055 | $ | 16,217 |
| Adjusted gross profit reconciliation: | ||||
| Gross profit | $ | 17,055 | $ | 16,217 |
| Depreciation (related to cost of revenues) | 6,263 | 6,513 | ||
| Amortization of intangibles | 2,796 | 2,829 | ||
| Adjusted gross profit | $ | 26,114 | $ | 25,559 |
NINE ENERGY SERVICE, INC.
EXCESS CASH FLOW CALCULATION
(In Thousands)
(Unaudited)
| March 31, 2024 | |||
|---|---|---|---|
| Net cash provided by operating activities (1) | $ | 15,487 | |
| Repurchases of common stock in connection with stock-based employee compensation | — | ||
| Capital expenditures used or useful in a Permitted Business: | |||
| Purchases of property and equipment | (14,006 | ) | |
| Proceeds from sales of property and equipment | 104 | ||
| Repayments of ABL Obligations | 1,655 | ||
| Charges in respect of finance lease obligations | (30 | ) | |
| Debt issuance costs | — | ||
| Payments on short-term debt | (2,928 | ) | |
| Impact of foreign exchange rate on cash | 13 | ||
| Contingent liability payments | (295 | ) | |
| Excess Cash Flow | $ | — | |
| Excess Cash Flow % | 75 | % | |
| Excess Cash Flow Amount | $ | — | |
| (1) | Amount consists of the Company’s consolidated operating cash flow, determined in accordance with GAAP, for<br>the fiscal quarter ended December 31, 2023 ($24.3 million of net cash provided by operating activities) and for the fiscal quarter ended March 31, 2024 ($8.8 million of net cash used in operating activities).<br> | ||
| --- | --- |
See the definition of Excess Cash Flow included in the Indenture filed as Exhibit 4.2 to the Current Report on Form 8-K filed February 1, 2023.
^A^Adjusted EBITDA is defined as EBITDA (which is net income (loss) before interest, taxes, and depreciation and amortization) further adjusted for (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) fees and expenses relating to our units offering and other refinancing activities, (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 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 settlement costs related to litigation outside the ordinary course of business. Management believes adjusted EBITDA provides useful information to us and our investors regarding our financial condition and results of operations because it allows us and them to more effectively evaluate our operating performance and compare the results of our operations from 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 impairments, acquisitions and dispositions and costs that are not reflective of the ongoing performance of our business.
^B^Adjusted gross profit (loss) is defined as revenues less cost of revenues excluding depreciation and 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 believes adjusted gross profit (loss) provides useful information to us and our investors regarding our financial condition and results of operation and helps management evaluate our operating performance by eliminating the impact of depreciation and amortization, which we do not consider indicative of our core operating performance.
^C^Adjusted^^return on invested capital (“adjusted ROIC”) is defined as adjusted after-tax net operating profit (loss), divided by average total capital. We define adjusted after-tax net operating profit (loss), which is a non-GAAP measure, as net income (loss) plus (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) fees and expenses relating to our units offering and other refinancing activities, (iv) interest expense (income), (v) restructuring charges, (vi) loss (gain) on the 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 and cash equivalents. We compute and use the average of the current and prior period-end total capital in determining adjusted ROIC. Management believes adjusted ROIC provides useful information to us and our investors regarding our financial condition and results of operations because it quantifies how well we 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, and management uses adjusted ROIC to assist them in capital resource allocation decisions and in evaluating business performance. Previously, in our SEC filings, press releases and other investor materials issued prior to December 31, 2023, we referred to (a) adjusted ROIC as ROIC and (b) adjusted after-tax net operating profit (loss) as after-tax net operating profit (loss). We have made no changes to the manner in which these measures are calculated and have only revised the titles of these measures to more clearly identify them as non-GAAP measures.