UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of August 2024
Commission
File Number: 001-38091
NATIONAL
ENERGY SERVICES REUNITED CORP.
(Exact
name of Registrant as specified in its charter)
Not
Applicable
(Translation
of registrant’s name into English)
777
Post Oak Blvd., Suite 730
Houston,
Texas 77056
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Information
Contained in this Form 6-K Report
On
August 29, 2024, National Energy Services Reunited Corp. (the “Company”) issued a press release announcing the filing of
unaudited condensed consolidated interim financial statements as of and for the three- and six-month periods ended June 30, 2024, with
the Securities and Exchange Commission. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.
The
information contained in this report and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be deemed incorporated by reference into any filings made by NESR under the Securities Act of 1933, as amended,
or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Financial
Statements and Exhibits
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
NATIONAL
ENERGY SERVICES REUNITED CORP. |
|
|
|
Date:
August 29, 2024 |
By:
|
/s/
Stefan Angeli |
|
Name: |
Stefan
Angeli |
|
Title: |
Chief
Financial Officer |
Exhibit
99.1
National
Energy Services Reunited Corp. Reports Second Quarter and First Half 2024 Financial Results
|
● |
Revenue
for the quarter ended June 30, 2024 is $325.0 million, growing 15.9% year-over-year and 9.5% on a sequential quarter basis |
|
● |
Net income for the quarter ended June 30, 2024 is $18.9
million, growing 870.3% year-over-year and 89.1% on a sequential quarter basis |
|
● |
Adjusted
EBITDA (a non-GAAP measure)* for the quarter ended June 30, 2024 is $78.7 million, growing 30.2% year-over-year and
22.5% on a sequential quarter basis |
|
● |
Diluted
Earnings per Share (EPS) for the quarter ended June 30, 2024 is $0.20, growing 900.0% year-over-year and 100.0%
on a sequential quarter basis |
|
● |
Operating
cash flow for the six months ended June 30, 2024, is $112.3 million, improving 55.1% year-over-year |
|
● |
Free
cash flow (a non-GAAP measure)* for the six months ended June 30, 2024, is $59.6 million, improving 73.2% year-over-year |
HOUSTON,
August 29, 2024 – National Energy Services Reunited Corp. (“NESR” or the “Company”) (OTCMKTS: NESR) (OTCMKTS:
NESRW), a national, industry-leading provider of integrated energy services in the Middle East and North Africa (“MENA”)
region, today reported its financial results as of and for the three- and six-month periods ended June 30, 2024. The Company posted
the following results for the periods presented:
| |
Three Months Ended | | |
Variance | |
(in thousands except per share amounts and percentages) | |
June 30, 2024 | | |
March 31, 2024 | | |
June 30, 2023 | | |
Sequential | | |
Year- over- year | |
| |
| | |
| | |
| | |
| | |
| |
Revenue | |
$ | 324,969 | | |
$ | 296,848 | | |
$ | 280,311 | | |
| 9.5 | % | |
| 15.9 | % |
Net income | |
| 18,873 | | |
| 9,982 | | |
| 1,945 | | |
| 89.1 | % | |
| 870.3 | % |
Adjusted net income (non-GAAP)* | |
| 27,356 | | |
| 14,046 | | |
| 6,041 | | |
| 94.8 | % | |
| 352.8 | % |
Adjusted EBITDA (non-GAAP)* | |
| 78,655 | | |
| 64,216 | | |
| 60,411 | | |
| 22.5 | % | |
| 30.2 | % |
Diluted EPS | |
| 0.20 | | |
| 0.10 | | |
| 0.02 | | |
| 100.0 | % | |
| 900.0 | % |
Adjusted Diluted EPS (non-GAAP)* | |
| 0.29 | | |
| 0.15 | | |
| 0.07 | | |
| 93.3 | % | |
| 314.3 | % |
*The
Company presents its financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
However, management believes that using additional non-GAAP measures will enhance the evaluation of the profitability of the Company
and its ongoing operations. Please see Tables 1, 2, 3, and 4 below for reconciliations of GAAP to non-GAAP financial measures. The Condensed
Consolidated Balance Sheets, Condensed Consolidated Interim Statements of Operations, and Condensed Consolidated Interim Statements of
Cash Flows are derived from the unaudited condensed consolidated interim financial statements present in our Period Report on Form 6-K
as of and for the three- and six-month periods ended June 30, 2024.
Stefan
Angeli, Chief Financial Officer, commented, “NESR achieved exemplary results during the first half of 2024 with outstanding
revenue growth and margin expansion coupled with strong cash flow that drove a large reduction in Net Debt. First half 2024 Revenues
grew 15.5% year-over-year and Adjusted EBITDA margin improved 218 basis points to 23.0% during the same period. Cash provided by
operating activities for the first half of 2024 was $112.3 million. Free cash flow totalling $59.6 million was used to pay down
debt. Net Debt to trailing Adjusted EBITDA was 1.13 as of June 30, 2024, a significant reduction from prior periods. Activity has
continued to expand throughout 2024 with Revenues for the second quarter of 2024 up 9.5% sequentially to $325.0 million. Adjusted
EBITDA margin also improved sequentially, expanding 257 basis points to 24.2% during the second quarter of 2024.
Despite
macroeconomic volatility and geopolitical conflicts, we believe the MENA landscape remains very favorable with growth across most
countries. Operational execution was exceptional in the first half of 2024, and our back office, with new and updated processes and
procedures, also contributed significantly. Additionally, as you may have seen with yesterday’s press release by the SEC, we have
concluded our inquiry with the SEC in a very positive manner. On behalf of management, I would like to thank our entire workforce
for their tireless contribution, together with our customers, our directors, shareholders and banking consortium, for their
continued support. We look forward to exiting 2024 as a far larger and stronger corporation.”
Sherif
Foda, Chairman and Chief Executive Officer, commented, “I am extremely proud of the entire NESR organization, for not only
achieving exceptional first half 2024 results on the back of solid momentum in 2023, but also for the substantial organizational
improvements that position the Company to deliver continued outperformance in the MENA region. The positive macro backdrop has
materialized as we had expected, and NESR continues to make progress on the key elements of our strategy, including core business
outperformance, new technology expansion, and returns-driven growth punctuated by leading cash flow generation. Looking ahead, a
robust activity environment with historically high rig counts in our largest countries, across both oil and gas basins, serves
as a foundation for durable success in the next leg of NESR’s evolution. We are very excited with our progress across the ROYA
drilling portfolio, and we see excellent opportunities to establish ourselves as a main player in the advanced directional drilling
arena. I extend my deepest thanks to our valued customers, our shareholders, and our hard-working people for their trust and loyalty
during the past several years, and I look forward to a very bright future.”
Net
Income and Adjusted Net Income Results
The
Company had net income for the quarter ended June 30, 2024, totaling $18.9 million, an improvement of $16.9 million year-over-year.
The change is largely attributable to increased activity in our principal areas and businesses of operations, particularly in Saudi Arabia
and Kuwait. Adjusted net income for the quarter ended June 30, 2024, was $27.4 million and included adjustments totaling
$8.5 million (“Total Charges and Credits”), mainly related to increased costs associated with the restatement of our 2018-2020
financial statements, including the SEC inquiry and remediation, and current expected credit loss provisions. A complete list of
the adjusting items and the associated reconciliation from GAAP has been provided in Table 1 below in the section entitled “Reconciliation
of Net Income and Adjusted Net Income.”
The
Company reported $0.20 of diluted EPS for the quarter ended June 30, 2024. Adjusted for the impact of Total Charges and Credits,
Adjusted Diluted EPS, a non-GAAP measure described in Table 1 below, for the quarter ended June 30, 2024, is $0.29.
Adjusted
EBITDA Results
The
Company generated Adjusted EBITDA of $78.7 million during the quarter ended June 30, 2024, improving 30.2% year-over-year
and 22.5% sequentially. Adjusted EBITDA includes adjustments for certain Total Charges and Credits (those not related to interest,
taxes, and/or depreciation and amortization). The Company posted the following results for the periods presented.
| |
Quarter ended | | |
Quarter ended | | |
Quarter ended | |
(in thousands) | |
June 30, 2024 | | |
March 31, 2024 | | |
June 30, 2023 | |
Revenue | |
$ | 324,969 | | |
$ | 296,848 | | |
$ | 280,311 | |
Adjusted EBITDA | |
$ | 78,655 | | |
$ | 64,216 | | |
$ | 60,411 | |
Balance
Sheet
Cash
and cash equivalents are $75.0 million as of June 30, 2024, compared to $67.8 million as of December 31, 2023.
Free
cash flow, a non-GAAP measure, for the six months ended June 30, 2024, was $59.6 million, as compared to $34.4 million
for the six months ended June 30, 2023, due to improved operating results in 2024.
Total
debt as of June 30, 2024, is $407.1 million with $105.7 million classified as short-term, as compared to $452.2 million and $120.6 million,
respectively, on December 31, 2023. 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 $332.1 million as of June 30, 2024, as compared
to $384.4 million as of December 31, 2023. Net Debt has decreased as compared to the prior period primarily due to long-term debt repayments
during 2024. A reconciliation of the comparable GAAP measures to Net Debt is provided in Table 4 below, entitled “Reconciliation
to Net Debt.”
About
National Energy Services Reunited Corp.
Founded
in 2017, NESR is one of the largest national oilfield services providers in the MENA and Asia Pacific regions. With over 6,000 employees,
representing more than 60 nationalities in 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-Looking
Statements
This
communication contains forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended). Any and all statements contained in this communication that are
not statements of historical fact, may be deemed forward-looking statements. Terms such as “may,” “might,” “would,”
“should,” “could,” “project,” “estimate,” “predict,” “potential,”
“strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,”
“believe,” “continue,” “intend,” “expect,” “future,” and terms of similar
import (including the negative of any of these terms) may identify forward-looking statements. However, not all forward-looking statements
may contain one or more of these identifying terms. Forward-looking statements in this communication may include, without limitation,
the plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures,
dividends, capital structure or other financial items, the Company’s future financial performance, expansion plans and opportunities,
completion and integration of acquisitions, and the assumptions underlying or relating to any such statement.
The
forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be
realized because they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and
assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over
including the impact of the delayed SEC report filings on our business, the extent of any material weakness or significant deficiencies
in our internal control over financial reporting and any action taken by the SEC including potential fines or penalties arising out of
the SEC inquiry. Actual results and the timing of certain events and circumstances may differ materially from those described by the
forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of
the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation:
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, 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 as of and for the three- and six-month periods ended June 30, 2024, included in this press
release represent the most current information available to management. The Company’s actual results when disclosed in its subsequent
Periodic Reports on Form 6-K may differ from these preliminary results as a result of the completion of the Company’s financial
statement closing procedures, final adjustments, completion of the independent registered public accounting firm’s review procedures,
and other developments that may arise between now and the disclosure of the final results.
NATIONAL
ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In
US$ thousands, except share data)
| |
June 30, 2024 | | |
December 31, 2023 | |
| |
| | |
| |
Assets | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 74,997 | | |
| 67,821 | |
Accounts receivable, net | |
| 155,942 | | |
| 171,269 | |
Unbilled revenue | |
| 144,976 | | |
| 95,997 | |
Service inventories | |
| 95,866 | | |
| 98,434 | |
Prepaid assets | |
| 16,835 | | |
| 9,238 | |
Retention withholdings | |
| 30,513 | | |
| 48,419 | |
Other receivables | |
| 31,747 | | |
| 39,778 | |
Other current assets | |
| 9,894 | | |
| 10,759 | |
Total current assets | |
| 560,770 | | |
| 541,715 | |
Non-current assets | |
| | | |
| | |
Property, plant and equipment, net | |
| 423,251 | | |
| 442,666 | |
Intangible assets, net | |
| 75,001 | | |
| 84,304 | |
Goodwill | |
| 645,095 | | |
| 645,095 | |
Operating lease right-of-use assets | |
| 27,395 | | |
| 31,628 | |
Other assets | |
| 57,842 | | |
| 52,332 | |
Total assets | |
$ | 1,789,354 | | |
$ | 1,797,740 | |
| |
| | | |
| | |
Liabilities and equity | |
| | | |
| | |
Liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
| 373,387 | | |
| 351,240 | |
Current installments of long-term debt | |
| 70,945 | | |
| 71,744 | |
Short-term borrowings | |
| 34,797 | | |
| 48,889 | |
Income taxes payable | |
| 4,219 | | |
| 8,421 | |
Other taxes payable | |
| 6,215 | | |
| 14,674 | |
Operating lease liabilities | |
| 5,313 | | |
| 7,406 | |
Other current liabilities | |
| 29,004 | | |
| 31,073 | |
Total current liabilities | |
| 523,880 | | |
| 533,447 | |
| |
| | | |
| | |
Long-term debt (Note 6) | |
| 301,331 | | |
| 331,565 | |
Deferred tax liabilities (Note 7) | |
| - | | |
| - | |
Employee benefit liabilities | |
| 31,846 | | |
| 28,935 | |
Non-current operating lease liabilities | |
| 21,597 | | |
| 25,145 | |
Other liabilities | |
| 59,312 | | |
| 57,154 | |
Total liabilities | |
| 937,966 | | |
| 976,246 | |
| |
| | | |
| | |
Equity | |
| | | |
| | |
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding at June 30, 2024 and December 31, 2023, respectively | |
| - | | |
| - | |
Common stock and additional paid in capital, no par value; unlimited shares authorized; 95,408,453 and 94,996,397 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | |
| 884,904 | | |
| 883,865 | |
Retained (deficit) | |
| (33,585 | ) | |
| (62,440 | ) |
Accumulated other comprehensive income | |
| 69 | | |
| 69 | |
Total equity | |
| 851,388 | | |
| 821,494 | |
Total liabilities and equity | |
$ | 1,789,354 | | |
$ | 1,797,740 | |
NATIONAL
ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(In
US$ thousands, except share data and per share amounts)
| |
For the quarter-to-date period ended | | |
For the year-to-date period ended | |
Description | |
June 30, 2024 | | |
June 30, 2023 | | |
June 30, 2024 | | |
June 30, 2023 | |
| |
| | |
| | |
| | |
| |
Revenues | |
$ | 324,969 | | |
$ | 280,311 | | |
$ | 621,817 | | |
$ | 538,311 | |
Cost of services | |
| (271,830 | ) | |
| (248,318 | ) | |
| (525,736 | ) | |
| (479,199 | ) |
Gross profit | |
| 53,139 | | |
| 31,993 | | |
| 96,081 | | |
| 59,112 | |
Selling, general and administrative expenses (excluding Amortization) | |
| (14,329 | ) | |
| (10,060 | ) | |
| (28,020 | ) | |
| (24,723 | ) |
Amortization | |
| (4,694 | ) | |
| (4,694 | ) | |
| (9,387 | ) | |
| (9,388 | ) |
Operating income | |
| 34,116 | | |
| 17,239 | | |
| 58,674 | | |
| 25,001 | |
Interest expense, net | |
| (9,439 | ) | |
| (11,067 | ) | |
| (20,043 | ) | |
| (21,986 | ) |
Other income, net | |
| 184 | | |
| 166 | | |
| 805 | | |
| 864 | |
Income before income tax | |
| 24,861 | | |
| 6,338 | | |
| 39,436 | | |
| 3,879 | |
Income tax expense | |
| (5,988 | ) | |
| (4,393 | ) | |
| (10,581 | ) | |
| (8,291 | ) |
Net income / (loss) | |
$ | 18,873 | | |
$ | 1,945 | | |
$ | 28,855 | | |
$ | (4,412 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 95,437,068 | | |
| 94,875,603 | | |
| 95,250,744 | | |
| 94,521,888 | |
Diluted | |
| 95,525,679 | | |
| 94,875,603 | | |
| 95,484,020 | | |
| 94,521,888 | |
| |
| | | |
| | | |
| | | |
| | |
Earnings / (loss) per share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 0.20 | | |
$ | 0.02 | | |
$ | 0.30 | | |
$ | (0.05 | ) |
Diluted | |
$ | 0.20 | | |
$ | 0.02 | | |
$ | 0.30 | | |
$ | (0.05 | ) |
NATIONAL
ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(In
US$ thousands)
| |
For the year-to-date period ended | |
| |
June 30, 2024 | | |
June 30, 2023 | |
| |
| | |
| |
Cash flows from operating activities: | |
| | | |
| | |
Net income / (loss) | |
$ | 28,855 | | |
$ | (4,412 | ) |
Adjustments to reconcile net income / (loss) to net cash provided by operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 68,819 | | |
| 71,468 | |
Share-based compensation expense | |
| 2,026 | | |
| 3,693 | |
Loss / (Gain) on disposal of assets | |
| 1,389 | | |
| (93 | ) |
Non-cash interest (income) expense | |
| (2,088 | ) | |
| 1,111 | |
Deferred tax expense | |
| 1,196 | | |
| 1,591 | |
Allowance for (reversal of) doubtful receivables | |
| 4,323 | | |
| 506 | |
Charges on obsolete service inventories | |
| 1,648 | | |
| 69 | |
Other operating activities, net | |
| (59 | ) | |
| (367 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
(Increase) decrease in accounts receivable | |
| 10,694 | | |
| 167 | |
(Increase) decrease in unbilled revenue | |
| (49,019 | ) | |
| (14,956 | ) |
(Increase) decrease in retention withholdings | |
| 17,906 | | |
| 5,522 | |
(Increase) decrease in inventories | |
| 621 | | |
| (3,737 | ) |
(Increase) decrease in prepaid expenses | |
| (7,631 | ) | |
| (11,821 | ) |
(Increase) decrease in other current assets | |
| 10,172 | | |
| (4,987 | ) |
Change in other long-term assets and liabilities | |
| (2,858 | ) | |
| (228 | ) |
Increase (decrease) in accounts payable and accrued expenses | |
| 43,218 | | |
| 23,291 | |
Increase (decrease) in other current liabilities | |
| (16,931 | ) | |
| 5,598 | |
Net cash provided by operating activities | |
| 112,281 | | |
| 72,415 | |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Capital expenditures | |
| (52,698 | ) | |
| (38,009 | ) |
IPM investments (Note 2) | |
| - | | |
| (15,304 | ) |
Proceeds from disposal of assets | |
| 156 | | |
| 273 | |
Other investing activities | |
| (4,165 | ) | |
| (1,000 | ) |
Net cash used in investing activities | |
| (56,707 | ) | |
| (54,040 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from long-term debt | |
| 4,063 | | |
| - | |
Repayments of long-term debt | |
| (35,872 | ) | |
| (26,675 | ) |
Proceeds from short-term borrowings | |
| 24,276 | | |
| 60,899 | |
Repayments of short-term borrowings | |
| (38,513 | ) | |
| (70,416 | ) |
Payments on capital leases | |
| (507 | ) | |
| (1,201 | ) |
Payments on seller-provided financing for capital expenditures | |
| (1,682 | ) | |
| (4,521 | ) |
Other financing activities, net | |
| (163 | ) | |
| (197 | ) |
Net cash used in financing activities | |
| (48,398 | ) | |
| (42,111 | ) |
| |
| | | |
| | |
Effect of exchange rate changes on cash | |
| - | | |
| - | |
Net increase (decrease) in cash | |
| 7,176 | | |
| (23,736 | ) |
Cash and cash equivalents, beginning of period | |
| 67,821 | | |
| 78,853 | |
Cash and cash equivalents, end of period | |
$ | 74,997 | | |
$ | 55,117 | |
NATIONAL
ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
RECONCILIATION
OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In
US$ thousands except per share amounts)
The
Company uses and presents certain key non-GAAP financial measures to evaluate its business and trends, measure performance, prepare financial
projections and make strategic decisions. Included in this release are discussions of earnings before interest, income tax and depreciation
and amortization adjusted for certain non-recurring and non-core expenses (“Adjusted EBITDA”), net income and diluted earnings
per share (“EPS”) adjusted for certain non-recurring and non-core expenses (“Adjusted Net Income” and “Adjusted
Diluted EPS,” respectively), as well as a reconciliation of these non-GAAP measures to net income and diluted EPS, respectively,
in accordance with GAAP. The Company also discusses the non-GAAP balance sheet measure of the sum of our recorded current installments
of long-term debt, short-term borrowings, and long-term debt less cash and cash equivalents (“Net Debt”) in this release
and provides a reconciliation to the GAAP measures of cash and cash equivalents, current installments of long-term debt, short-term borrowings,
and long-term debt to Net Debt. The Company also discusses Free Cash Flow reconciled to Operating Cash Flow.
The
Company believes that the presentation of Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS provides useful information
to investors in assessing its financial performance and results of operations as the Company’s board of directors, management and
investors use Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS to compare the Company’s operating performance on
a consistent basis across periods by removing the effects of changes in capital structure (such as varying levels of interest expense),
asset base (such as depreciation and amortization), items that do not impact the ongoing operations (transaction, integration, and startup
costs) and items outside the control of its management team. Similarly, Net Debt is used by management as a liquidity measure used to
illustrate the Company’s debt level absent variability in cash and cash equivalents, and the Company believes that the presentation
of Net Debt provides useful information to investors in assessing its financial leverage. Adjusted EBITDA, Adjusted Net Income, and Adjusted
Diluted EPS should not be considered as an alternative to operating income, net income, or diluted EPS, respectively, the most directly
comparable GAAP financial measures. Net Debt also should not be considered as an alternative to GAAP measures of cash and cash equivalents,
current installments of long-term debt, short-term borrowings, and long-term debt. Finally, Free Cash Flow is used by management as a
liquidity measure to illustrate the Company’s ability to produce cash that is available to be distributed in a discretionary manner,
after excluding investments in capital assets. Free Cash Flow should not be considered as an alternative to Net cash provided by (used
in) operations or Net cash provided by (used in) investing activities, respectively, the most directly comparable GAAP financial measures.
Non-GAAP financial measures have important limitations as analytical tools because they exclude some but not all items that affect the
most directly comparable GAAP financial measure. You should not consider non-GAAP measures in isolation or as a substitute for an analysis
of the Company’s results as reported under GAAP.
Table
1 - Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS
| |
Quarter ended June 30, 2024 | | |
Quarter ended March 31, 2024 | | |
Quarter ended June 30, 2023 | |
| |
Net Income | | |
Diluted EPS | | |
Net
Income | | |
Diluted EPS | | |
Net
Income | | |
Diluted EPS | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Net Income | |
$ | 18,873 | | |
$ | 0.20 | | |
$ | 9,982 | | |
$ | 0.10 | | |
$ | 1,945 | | |
$ | 0.02 | |
Add Charges and Credits: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Costs associated with the restatement of our 2018-2020 financial statements,
including the SEC inquiry and remediation | |
| 5,332 | | |
| 0.06 | | |
| 3,370 | | |
| 0.04 | | |
| 3,540 | | |
| 0.04 | |
Current expected credit loss provisions | |
| 2,720 | | |
| 0.03 | | |
| 1,820 | | |
| 0.02 | | |
| - | | |
| - | |
Other write-offs (recoveries) and provisions (release of provisions) | |
| 431 | | |
| - | | |
| (1,126 | ) | |
| (0.01 | ) | |
| 556 | | |
| 0.01 | |
Total Charges and Credits(1) | |
| 8,483 | | |
| 0.09 | | |
| 4,064 | | |
| 0.05 | | |
| 4,096 | | |
| 0.05 | |
Total Adjusted Net Income | |
$ | 27,356 | | |
$ | 0.29 | | |
$ | 14,046 | | |
$ | 0.15 | | |
$ | 6,041 | | |
$ | 0.07 | |
|
(1) |
In
the quarter ended June 30, 2024, Total Charges and Credits included $5.3 million of costs associated with the restatement of our
2018-2020 financial statements, including the SEC inquiry and remediation, $2.7 million of current expected credit loss provisions,
and $0.4 million of other write-offs (recoveries) and provisions (release of provisions). In the quarter ended March 31, 2024, Total
Charges and Credits included $3.4 million of costs associated with the restatement of our 2018-2020 financial statements, including
the SEC inquiry and remediation, $1.8 million of current expected credit loss provisions, and $(1.1) million of other write-offs
(recoveries) and provisions (release of provisions). In the quarter ended June 30,2023, Total Charges and Credits included $3.5 million
of costs associated with the restatement of our 2018-2020 financial statements, including the SEC inquiry and remediation,
and $0.6 million of other write-offs (recoveries) and provisions (release of provisions). |
Table
2 - Reconciliation of Net Income to Adjusted EBITDA
| |
Quarter ended June 30, 2024 | | |
Quarter ended March 31, 2024 | | |
Quarter ended June 30, 2023 | |
| |
| | |
| | |
| |
Net Income | |
$ | 18,873 | | |
$ | 9,982 | | |
$ | 1,945 | |
Add: | |
| | | |
| | | |
| | |
Income Taxes | |
| 5,988 | | |
| 4,593 | | |
| 4,393 | |
Interest Expense, net | |
| 9,439 | | |
| 10,604 | | |
| 11,067 | |
Depreciation and Amortization | |
| 35,872 | | |
| 34,973 | | |
| 38,910 | |
Total Charges and Credits impacting Adjusted EBITDA (2) | |
| 8,483 | | |
| 4,064 | | |
| 4,096 | |
Total Adjusted EBITDA | |
$ | 78,655 | | |
$ | 64,216 | | |
$ | 60,411 | |
|
(2) |
Charges
and Credits impacting Adjusted EBITDA are described in Table 1 above. Charges and Credits impacting Adjusted EBITDA exclude items
related to interest, income tax and depreciation and amortization. |
Table
3 - Reconciliation of Net cash provided by (used in) operating activities to Free Cash Flow
| |
6 months ended June 30, 2024 | | |
6 months ended June 30, 2023 | |
| |
| | |
| |
Net cash provided by operating activities | |
$ | 112,281 | | |
$ | 72,415 | |
Less: | |
| | | |
| | |
Capital expenditures | |
| (52,698 | ) | |
| (38,009 | ) |
Free cash flow | |
$ | 59,583 | | |
$ | 34,406 | |
Table
4 - Reconciliation to Net Debt
| |
As of June 30, 2024 | | |
As of March 31, 2024 | | |
As of June 30, 2023 | |
| |
| | |
| | |
| |
Current installments of long-term debt | |
$ | 70,945 | | |
$ | 71,345 | | |
$ | 68,557 | |
Short-term borrowings | |
| 34,797 | | |
| 34,912 | | |
| 54,807 | |
Long-term debt | |
| 301,331 | | |
| 314,418 | | |
| 349,112 | |
Less: | |
| | | |
| | | |
| | |
Cash and cash equivalents | |
| (74,997 | ) | |
| (62,759 | ) | |
| (62,303 | ) |
Net Debt | |
$ | 332,076 | | |
$ | 357,916 | | |
$ | 410,173 | |
For
inquiries regarding NESR, please contact:
Blake
Gendron or Stefan Angeli
National
Energy Services Reunited Corp.
832-925-3777
investors@nesr.com
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