Exhibit
99.1
National
Energy Services Reunited Corp. Reports Second Quarter 2026 Financial Results
| |
● |
Revenue
for the quarter ended June 30, 2026, is $520.8 million, reflecting an increase of 59.1% year-over-year and 28.7%
sequentially |
| |
● |
Net
income for the quarter ended June 30, 2026, is $44.0 million, improving 189.6% year-over-year and 84.7% sequentially |
| |
● |
Diluted
Earnings per Share (EPS) for the quarter ended June 30, 2026 is $0.43, representing an increase of 168.8% year-over-year
and 85.8% sequentially |
| |
● |
Adjusted
EBITDA (a non-GAAP measure)** for the quarter ended June 30, 2026, is $106.2 million, improving 50.5% year-over-year
and 38.5% sequentially |
| |
● |
Operating
cash flow for the quarter ended June 30, 2026, is $174.0 million, growing 466.6% year-over-year and 76.7%
sequentially |
| |
● |
Free cash flow (a non-GAAP measure)** for the quarter
ended June 30, 2026, is $99.9 million, growing $105.2 million sequentially and $31.2 million year-over-year |
HOUSTON,
August 10, 2026 – National Energy Services Reunited Corp. (“NESR” or the “Company”), a leading integrated
energy services provider in the Middle East and North Africa (“MENA”), today announced its financial results as of and for
the three-month and six-month periods ended June 30, 2026. The Company delivered the following results for the periods presented:
| | |
Three Months Ended | | |
Variance | |
| (in thousands except per share amounts and percentages) | |
June 30, 2026 | | |
March 31, 2026 | | |
June 30, 2025 | | |
Sequential | | |
Year- over- year | |
| | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 520,752 | | |
$ | 404,586 | | |
$ | 327,368 | | |
| 28.7 | % | |
| 59.1 | % |
| Net income | |
| 44,017 | | |
| 23,827 | | |
| 15,201 | | |
| 84.7 | % | |
| 189.6 | % |
| Adjusted net income (non-GAAP)** | |
| 45,469 | | |
| 26,733 | | |
| 20,130 | | |
| 70.1 | % | |
| 125.9 | % |
| Adjusted EBITDA (non-GAAP)** | |
| 106,184 | | |
| 76,671 | | |
| 70,559 | | |
| 38.5 | % | |
| 50.5 | % |
| Diluted EPS | |
| 0.43 | | |
| 0.23 | | |
| 0.16 | | |
| 85.8 | % | |
| 168.8 | % |
| Adjusted Diluted EPS (non-GAAP)** | |
| 0.44 | | |
| 0.26 | | |
| 0.21 | | |
| 68.3 | % | |
| 109.5 | % |
**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 Consolidated
Balance Sheets, Consolidated Statements of Operations, and Consolidated Statements of Cash Flows are derived from the consolidated financial
statements presented in our Quarterly Report on Form 10-Q as of and for the three-month and six-month periods ended June 30, 2026.
Stefan
Angeli, Chief Financial Officer, commented, “The second quarter was another exceptional quarter for NESR, delivering record
revenue, record Adjusted EBITDA and our strongest quarterly earnings to date. Revenue grew 59% year-over-year to $520.8 million, while
net income nearly tripled from the prior year to $44.0 million, demonstrating the significant operating leverage embedded in our business.
Higher activity levels and disciplined execution translated into pronounced margin expansion, record profitability and robust cash generation.
During the first half of the year, we generated over $200 million of operating cash flow, produced nearly $95 million of free cash flow
and reduced net debt, reflecting effective working capital management and a continued focus on capital allocation.
These results reinforce the scalability of the NESR platform and our ability to consistently translate growth into expanding profitability,
strong cash generation and long-term shareholder value.”
Sherif
Foda, Chairman and Chief Executive Officer, commented, “Our stellar second quarter performance reflects the strength of
NESR’s differentiated platform, the dedication of our people and the continued confidence our customers place in us. Despite the
continued conflict in the region, we maintained our presence intact in all operating units with no interruption to any of our
customers’ activities. We are executing at record activity levels on our recently awarded contracts across the region while
maintaining operational excellence, technology leadership and local capabilities that have become the hallmark of NESR. With our recent contract wins and expanding technology offerings, we are confident in our path to realizing our vision,
in continuing to deliver exceptional value, and in being clearly recognized as the trusted partner of choice for our customers.”
Net
Income and Adjusted Net Income Results
Net
income for the quarter ended June 30, 2026, is $44.0 million, increasing $28.8 million year-over-year and $20.2 million
sequentially. The increases were primarily attributable to strong flow-through from incremental revenue generated by higher activity
levels in the Company’s hydraulic fracturing, well testing, and wireline logging service lines.
Adjusted
net income for the quarter is $45.5 million and included $1.5 million of “Total Charges and Credits impacting Adjusted
Net Income and Adjusted Diluted EPS,” primarily attributable to $1.0 million of current expected credit loss provisions.
A detailed reconciliation of net income and diluted EPS to Adjusted Net Income and Adjusted Diluted EPS, including a complete list of
adjusting items, is presented in Table 1 below under “Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted
Diluted EPS.”
The
Company reported $0.43 of diluted EPS for the quarter ended June 30, 2026, improving $0.20 sequentially and $0.27
year-over-year. Adjusted for the impact of Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS, Adjusted
Diluted EPS, a non-GAAP measure described in Table 1 below, for the quarter ended June 30, 2026, is $0.44.
Adjusted
EBITDA Results
The
Company produced Adjusted EBITDA of $106.2 million during the quarter ended June 30, 2026, up 50.5% year-over-year and
38.5% sequentially. Adjusted EBITDA includes adjustments for certain Total Charges and Credits impacting Adjusted EBITDA (those not
related to interest, taxes, and/or depreciation and amortization). The Company posted the following results for the periods presented:
| (in thousands) | |
Quarter ended June 30, 2026 | | |
Quarter ended March 31, 2026 | | |
Quarter ended June 30, 2025 | |
| Revenue | |
$ | 520,752 | | |
$ | 404,586 | | |
$ | 327,368 | |
| Adjusted EBITDA | |
$ | 106,184 | | |
$ | 76,671 | | |
$ | 70,559 | |
A
detailed reconciliation of net income to Adjusted EBITDA, including a complete list of adjusting items, is presented in Table 2 below
under “Reconciliation of Net Income to Adjusted EBITDA.”
Balance
Sheet
Cash
and cash equivalents were $175.0 million as of June 30, 2026, compared to $124.8 million as of December 31, 2025, and $131.8 million
as of June 30, 2025.
Free
cash flow, a non-GAAP measure, for the quarter ended June 30, 2026, is $99.9 million, compared to $68.7 million for the
same period in 2025. The difference between periods was primarily driven by higher net income and improved working capital management
year-over-year, and in particular more closely controlling timing of payments on Accounts payable and accrued expenses in relation to
payment terms, as partially offset by higher capital expenditures during the six-months ended June 30, 2026. A reconciliation
of the applicable GAAP measures to free cash flow is presented in Table 3, titled “Reconciliation of Net cash provided by (used
in) operating activities to Free Cash Flow.”
Total debt as of June 30, 2026, was $274.6 million, of which $114.9 million was classified as short-term, compared
to total debt of $310.1 million, including $118.8 million classified as short-term, as of December 31, 2025. Net Debt, a non-GAAP measure
defined as current installments of long-term debt, short-term borrowings, and long-term debt, less cash and cash equivalents, was $99.6
million as of June 30, 2026, compared to $185.3 million as of December 31, 2025. The decrease in Net Debt was primarily attributable to
higher cash and cash equivalents at June 30, 2026, reflecting strong accounts receivable collections and cash generation during the quarter
ended June 30, 2026.
A reconciliation of the applicable GAAP measures to Net Debt is presented in Table 4, “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 Middle East and North Africa. With
over 7,000 employees, representing more than 60 nationalities in 16 countries, the Company helps its customers unlock the full potential
of their reservoirs by providing Production Services such as Hydraulic Fracturing, Cementing, Coiled Tubing, Filtration, Completions,
Stimulation, Pumping and Nitrogen Services. The Company also helps its customers to access their reservoirs in a smarter and faster manner
by providing Drilling and Evaluation Services such as Drilling Downhole Tools, Directional Drilling, Fishing Tools, Testing Services,
Wireline, Slickline, Drilling Fluids and Rig Services.
Conference
Call
A
conference call is scheduled for 8:00 AM ET on August 10, 2026, to discuss the financial results. Investors, analysts and members of
the media are invited to participate by dialing in to the U.S. toll-free line at 1-877-407-0890 or the international line at 1-201-389-0918,
approximately 10 minutes prior to the start of the call.
A
live, listen-only earnings webcast will also be broadcast simultaneously under the “Investors” section of the Company’s
website at www.nesr.com. Following the end of the conference call, a replay will be available after the event under the “Investors”
section of the Company’s website.
Forward-Looking
Statements
This
communication contains forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended). Any and all statements contained in this communication that are
not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,”
“should,” “could,” “project,” “estimate,” “predict,” “potential,”
“strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,”
“believe,” “continue,” “intend,” “expect,” “future,” and terms of similar
import (including the negative of any of these terms) may identify forward-looking statements. However, not all forward-looking statements
may contain one or more of these identifying terms. Forward-looking statements in this communication may include, without limitation,
the plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures,
dividends, capital structure or other financial items, the Company’s future financial performance, expansion plans and opportunities,
completion and integration of acquisitions, and the assumptions underlying or relating to any such statement.
The
forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be
realized because they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and
assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over.
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: changing commodity
prices, market volatility and other market trends affecting customer demand for our services, public health crises and other catastrophic
events, the level of capital spending by our customers, political, market, financial and regulatory risks, including those related to
the geographic concentration of our operations and customers, our operations, including maintenance, upgrades and refurbishment of our
assets, which may require significant capital expenditures that may or may not be available to us, operating hazards inherent in our
industry and the ability to secure sufficient indemnities and insurance, our ability to successfully integrate acquisitions, conditions
in the Middle East, including uncertainty and instability resulting from the conflict between the United States, Israel and Iran and
other regional hostilities, and other risks and uncertainties set forth in the Company’s most recent Annual Report on Form
10-K, 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-month and six-month periods ended June 30, 2026, included in this
press release, represent the most current information available to management. The Company’s actual results when disclosed in its
subsequent Quarterly Report on Form 10-Q 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 audit
procedures, and other developments that may arise between now and the disclosure of the final results.
NATIONAL
ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS (UNAUDITED)
(In
US$ thousands, except share data)
| | |
June 30, 2026 | | |
December 31, 2025 | |
| | |
| | |
| |
| Assets | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 174,994 | | |
| 124,797 | |
| Accounts receivable, net | |
| 208,832 | | |
| 178,020 | |
| Unbilled revenue | |
| 173,327 | | |
| 121,186 | |
| Service inventories | |
| 126,378 | | |
| 94,834 | |
| Prepaid assets | |
| 21,713 | | |
| 13,237 | |
| Retention withholdings | |
| 41,368 | | |
| 33,125 | |
| Other receivables | |
| 55,226 | | |
| 54,511 | |
| Other current assets | |
| 13,534 | | |
| 10,664 | |
| Total current assets | |
| 815,372 | | |
| 630,374 | |
| Non-current assets | |
| | | |
| | |
| Property, plant and equipment, net | |
| 530,685 | | |
| 465,454 | |
| Intangible assets, net | |
| 38,047 | | |
| 47,086 | |
| Goodwill | |
| 645,095 | | |
| 645,095 | |
| Operating lease right-of-use assets | |
| 25,696 | | |
| 20,300 | |
| Other assets | |
| 42,295 | | |
| 43,210 | |
| Total assets | |
$ | 2,097,190
| | |
$ | 1,851,519 | |
| | |
| | | |
| | |
| Liabilities and equity | |
| | | |
| | |
| Liabilities | |
| | | |
| | |
| Accounts payable and accrued expenses | |
| 603,187 | | |
| 421,064 | |
| Current installments of long-term debt | |
| 64,500 | | |
| 64,500 | |
| Short-term borrowings | |
| 50,415 | | |
| 54,250 | |
| Income taxes payable | |
| 37,042 | | |
| 25,092 | |
| Other taxes payable | |
| 16,069 | | |
| 12,351 | |
| Operating lease liabilities | |
| 1,415 | | |
| 2,948 | |
| Other current liabilities | |
| 29,029 | | |
| 24,715 | |
| Total current liabilities | |
| 801,657 | | |
| 604,920 | |
| | |
| | | |
| | |
| Long-term debt | |
| 159,706 | | |
| 191,378 | |
| Deferred tax liabilities | |
| 660 | | |
| 1,691 | |
| Employee benefit liabilities | |
| 39,337 | | |
| 36,321 | |
| Non-current operating lease liabilities | |
| 23,026 | | |
| 18,447 | |
| Other liabilities | |
| 30,759 | | |
| 30,846 | |
| Total liabilities | |
| 1,055,145 | | |
| 883,603 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Equity | |
| | | |
| | |
| Preferred shares, no par value; unlimited shares authorized; none issued and outstanding at June 30, 2026, and December 31, 2025, respectively | |
| - | | |
| - | |
| Ordinary shares and additional paid-in capital, no par value; unlimited shares authorized; 100,851,754,
and 100,787,173 shares issued and outstanding at June 30, 2026, and December 31, 2025, respectively | |
|
909,130
| | |
| 902,845 | |
| Retained income | |
| 132,846 | | |
| 65,002 | |
| Accumulated other comprehensive income | |
| 69 | | |
| 69 | |
| Total equity | |
| 1,042,045 | | |
| 967,916 | |
| Total liabilities and equity | |
$ | 2,097,190 | | |
$ | 1,851,519 | |
NATIONAL
ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
(In
US$ thousands, except share data and per share amounts)
| | |
For the three-month
period ended | | |
For the six-month
period ended | |
| Description | |
June 30, 2026 | | |
June 30, 2025 | | |
June 30, 2026 | | |
June 30, 2025 | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
$ | 520,752 | | |
$ | 327,368 | | |
$ | 925,338 | | |
$ | 630,470 | |
| Cost of services | |
| (439,460 | ) | |
| (283,484 | ) | |
| (792,215 | ) | |
| (549,131 | ) |
| Gross profit | |
| 81,292 | | |
| 43,884 | | |
| 133,123 | | |
| 81,339 | |
| Selling, general and administrative expenses (excluding Amortization) | |
| (12,018
| ) | |
| (12,099 | ) | |
| (23,121
| ) | |
| (23,920 | ) |
| Amortization | |
| (4,433 | ) | |
| (4,694 | ) | |
| (9,126 | ) | |
| (9,387 | ) |
| Operating income | |
| 64,841 | | |
| 27,091 | | |
| 100,876 | | |
| 48,032 | |
| Interest expense, net | |
| (7,038 | ) | |
| (8,562 | ) | |
| (13,581 | ) | |
| (16,846 | ) |
| Other income, net | |
| 1,115 | | |
| 940 | | |
| 2,564 | | |
| 1,999 | |
| Income before income tax | |
| 58,918 | | |
| 19,469 | | |
| 89,859 | | |
| 33,185 | |
| Income tax expense | |
| (14,901 | ) | |
| (4,268 | ) | |
| (22,015 | ) | |
| (7,593 | ) |
| Net income | |
$ | 44,017 | | |
$ | 15,201 | | |
$ | 67,844 | | |
$ | 25,592 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 100,850,601 | | |
| 96,428,791 | | |
| 100,827,148 | | |
| 96,284,786 | |
| Diluted | |
| 103,218,410 | | |
| 97,639,507 | | |
| 103,084,578 | | |
| 97,152,215 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings per share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.44 | | |
$ | 0.16 | | |
$ | 0.67 | | |
$ | 0.27 | |
| Diluted | |
$ | 0.43 | | |
$ | 0.16 | | |
$ | 0.66 | | |
$ | 0.26 | |
NATIONAL
ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
(In
US$ thousands)
| | |
For the six-month period ended | |
| Description | |
June 30, 2026 | | |
June 30, 2025 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net income | |
$ | 67,844 | | |
$ | 25,592 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 69,885 | | |
| 71,912 | |
| Share-based compensation expense | |
| 5,172 | | |
| 3,578 | |
| (Gain) on disposal of assets | |
| (2,360 | ) | |
| (886 | ) |
| Non-cash interest expense | |
| 192 | | |
| 531 | |
| Deferred tax expense (benefit) | |
| 4,880 | | |
| (431 | ) |
| Allowance for doubtful receivables and unbilled revenue | |
| 1,784 | | |
| (782 | ) |
| Charges on obsolete service inventories | |
| 1,283 | | |
| 920 | |
| Impairments and other charges | |
| - | | |
| 1,492 | |
| Other operating activities, net | |
| 71 | | |
| 354 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| (Increase) decrease in accounts receivable | |
| (32,046 | ) | |
| (53,001 | ) |
| (Increase) decrease in unbilled revenue | |
| (52,140 | ) | |
| (2,901 | ) |
| (Increase) decrease in retention withholdings | |
| (8,243 | ) | |
| 15,162 | |
| (Increase) decrease in inventories | |
| (32,827 | ) | |
| (3,040 | ) |
| (Increase) decrease in prepaid assets | |
| (8,475 | ) | |
| (6,815 | ) |
| (Increase) decrease in other current assets | |
| (2,582 | ) | |
| (5,102 | ) |
| (Increase) decrease in other long-term assets and liabilities | |
| (1,581 | ) | |
| 2,764 | |
| Increase (decrease) in accounts payable and accrued expenses | |
| 181,504 | | |
| 64,509 | |
| Increase (decrease) in other current liabilities | |
| 12,397 | | |
| 5,115 | |
| Net cash provided by operating activities | |
| 204,758 | | |
| 118,971 | |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Capital expenditures | |
| (110,108 | ) | |
| (59,867 | ) |
| IPM investments | |
| - | | |
| - | |
| Proceeds from disposal of assets | |
| 1,881 | | |
| 1,438 | |
| Other investing activities | |
| (1,333 | ) | |
| (4,000 | ) |
| Net cash used in investing activities | |
| (109,560 | ) | |
| (62,429 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from long-term debt | |
| - | | |
| - | |
| Repayments of long-term debt | |
| (32,250 | ) | |
| (35,073 | ) |
| Proceeds from short-term borrowings | |
| 42,242 | | |
| 53,464 | |
| Repayments of short-term borrowings | |
| (46,086 | ) | |
| (47,031 | ) |
| Payments on capital leases | |
| (3,638 | ) | |
| (1,427 | ) |
| Payments on seller-provided financing for capital expenditures | |
| (3,820 | ) | |
| (1,203 | ) |
| Other financing activities, net | |
| - | | |
| (1,426 | ) |
| Net cash used in financing activities | |
| (43,552 | ) | |
| (32,696 | ) |
| | |
| | | |
| | |
| Effect of exchange rate changes on cash | |
| - | | |
| - | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | |
| 51,646 | | |
| 23,846 | |
| Cash and cash equivalents, beginning of period | |
| 132,696 | | |
| 107,956 | |
| Cash, cash equivalents, and restricted cash, end of
period | |
$ | 184,342 | | |
$ | 131,802 | |
NATIONAL
ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
RECONCILIATION
OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In
US$ thousands except per share amounts)
The
Company uses and presents certain key non-GAAP financial measures to evaluate its business and trends, measure performance, prepare financial
projections and make strategic decisions. Included in this release are discussions of earnings before interest, income tax and depreciation
and amortization adjusted for certain non-recurring and non-core expenses (“Adjusted EBITDA”), net income and diluted earnings
per share (“EPS”) adjusted for certain non-recurring and non-core expenses (“Adjusted Net Income” and “Adjusted
Diluted EPS,” respectively), as well as a reconciliation of these non-GAAP measures to net income and diluted EPS, respectively,
in accordance with GAAP. The Company also discusses the non-GAAP balance sheet measure of the sum of our recorded current installments
of long-term debt, short-term borrowings, and long-term debt less cash and cash equivalents (“Net Debt”) in this release
and provides a reconciliation to the GAAP measures of cash and cash equivalents, current installments of long-term debt, short-term borrowings,
and long-term debt to Net Debt. The Company also discusses Free Cash Flow reconciled to Operating Cash Flow.
The
Company believes that the presentation of Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS provides useful information
to investors in assessing its financial performance and results of operations as the Company’s board of directors, management and
investors use Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS to compare the Company’s operating performance on
a consistent basis across periods by removing the effects of changes in capital structure (such as varying levels of interest expense),
asset base (such as depreciation and amortization), items that do not impact the ongoing operations (transaction, integration, and startup
costs) and items outside the control of its management team. Similarly, Net Debt is used by management as a liquidity measure used to
illustrate the Company’s debt level absent variability in cash and cash equivalents, and the Company believes that the presentation
of Net Debt provides useful information to investors in assessing its financial leverage. Adjusted EBITDA, Adjusted Net Income, and Adjusted
Diluted EPS should not be considered as an alternative to operating income, net income, or diluted EPS, respectively, the most directly
comparable GAAP financial measures. Net Debt also should not be considered as an alternative to GAAP measures of cash and cash equivalents,
current installments of long-term debt, short-term borrowings, and long-term debt. Finally, Free Cash Flow is used by management as a
liquidity measure to illustrate the Company’s ability to produce cash that is available to be distributed in a discretionary manner,
after excluding investments in capital assets. Free Cash Flow should not be considered as an alternative to Net cash provided by (used
in) operations or Net cash provided by (used in) investing activities, respectively, the most directly comparable GAAP financial measures.
Non-GAAP financial measures have important limitations as analytical tools because they exclude some but not all items that affect the
most directly comparable GAAP financial measure. You should not consider non-GAAP measures in isolation or as a substitute for an analysis
of the Company’s results as reported under GAAP.
Table
1 - Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS
| | |
Quarter ended | | |
Quarter ended | | |
Quarter ended | |
| | |
June 30, 2026 | | |
March 31, 2026 | | |
June 30, 2025 | |
| | |
Net | | |
Diluted | | |
Net | | |
Diluted | | |
Net | | |
Diluted | |
| | |
Income | | |
EPS | | |
Income | | |
EPS | | |
Income | | |
EPS | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Net Income | |
$ | 44,017 | | |
$ | 0.43 | | |
$ | 23,827 | | |
$ | 0.23 | | |
$ | 15,201 | | |
$ | 0.16 | |
| Add/(Subtract): Charges and Credits impacting Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Costs associated with the restatement of our 2018-2020 financial statements, including the SEC inquiry and remediation | |
| 123 | | |
| - | | |
| 28 | | |
| - | | |
| 884 | | |
| 0.01 | |
| Impairments | |
| - | | |
| - | | |
| - | | |
| - | | |
| 374 | | |
| - | |
| Current expected credit loss (releases) provisions | |
| 965 | | |
| 0.01 | | |
| 455 | | |
| - | | |
| 419 | | |
| - | |
| Litigation (releases) provisions | |
| 92 | | |
| - | | |
| 248 | | |
| - | | |
| 724 | | |
| 0.01 | |
| Restructuring projects | |
| 163 | | |
| - | | |
| 67 | | |
| - | | |
| 1,389 | | |
| 0.01 | |
| Loss of inventory in fire | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Other write-offs (recoveries) and provisions (release of provisions) | |
| 109 | | |
| - | | |
| 2,108 | | |
| 0.02 | | |
| 1,139 | | |
| 0.01 | |
| Total Charges and Credits impacting Adjusted EBITDA (1) | |
| 1,452 | | |
| 0.01 | | |
| 2,906 | | |
| 0.03 | (3) | |
| 4,929 | | |
| 0.05 | (3) |
| Add/(Subtract): Charges and Credits impacting only Adjusted Net Income and Adjusted Diluted EPS: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjustments to uncertain tax positions and unrecognized tax benefits | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS (2) | |
| 1,452 | | |
| 0.01 | | |
| 2,906 | | |
| 0.03 | | |
| 4,929 | | |
| 0.05 | |
| Total Adjusted Net Income and Adjusted Diluted EPS | |
$ | 45,469 | | |
$ | 0.44 | | |
$ | 26,733 | | |
$ | 0.26 | | |
$ | 20,130 | | |
$ | 0.21 | |
| |
(1) |
In
the quarter ended June 30, 2026, Total Charges and Credits impacting Adjusted EBITDA included $0.1 million (as rounded) of
costs associated with the restatement of our 2018-2020 financial statements, including the SEC inquiry and remediation, $1.0
million of current expected credit loss (releases) provisions, $0.1 million of litigation (releases) provisions, $0.2
million of restructuring projects, and $0.1 million of other write-offs (recoveries) and provisions (release of provisions). In the quarter ended March 31, 2026, Total Charges and Credits impacting Adjusted
EBITDA included $0.0 million (as rounded) of costs associated with the restatement of our 2018-2020 financial statements, including
the SEC inquiry and remediation, $0.5 million of current expected credit loss (releases) provisions, $0.2 million of litigation (releases)
provisions, $0.1 million of restructuring projects, and $2.1 million of other write-offs (recoveries) and provisions (release of
provisions) primarily related to foreign currency transaction remeasurement losses partially offset by a favorable adjustment to
the Company’s lease accounting provisions. In the quarter ended June 30, 2025, Total Charges and Credits included $0.9 million
of costs associated with the restatement of our 2018-2020 financial statements, including the SEC inquiry and remediation, $0.4 million
of impairments, $0.4 million of current expected credit loss (releases) provisions, $0.7 million of litigation (releases) provisions,
$1.4 million of restructuring projects, and $1.1 million of other write-offs (recoveries) and provisions (release of provisions). |
| |
(2) |
Total
Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS for the quarter ended June 30, 2026, was $1.5 million
inclusive of Total Charges and Credits impacting Adjusted EBITDA of $1.5 million. Total Charges and Credits impacting Adjusted
Net Income and Adjusted Diluted EPS for the quarter ended March 31, 2026, was $2.9 million inclusive of Total Charges and
Credits impacting Adjusted EBITDA of $2.9 million. Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted
EPS for the quarter ended June 30, 2025, were $4.9 million, inclusive of $4.9 million of Charges and Credits impacting Adjusted EBITDA. |
| |
(3) |
Does
not foot due to rounding. |
Table
2 - Reconciliation of Net Income to Adjusted EBITDA
| | |
Quarter ended June 30, 2026 | | |
Quarter ended March 31, 2026 | | |
Quarter ended June 30, 2025 | |
| | |
| | |
| | |
| |
| Net Income | |
$ | 44,017 | | |
$ | 23,827 | | |
$ | 15,201 | |
| Add: | |
| | | |
| | | |
| | |
| Income Taxes | |
| 14,901 | | |
| 7,114 | | |
| 4,268 | |
| Interest Expense, net | |
| 7,038 | | |
| 6,543 | | |
| 8,562 | |
| Depreciation and Amortization | |
| 38,776 | | |
| 36,281 | | |
| 37,599 | |
| Total Charges and Credits impacting Adjusted EBITDA (3) | |
| 1,452 | | |
| 2,906 | | |
| 4,929 | |
| Total Adjusted EBITDA | |
$ | 106,184 | | |
$ | 76,671 | | |
$ | 70,559 | |
| |
(3) |
Total
Charges and Credits impacting Adjusted EBITDA are described in Table 1 above. Total 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 operating activities to Free cash flow
| | |
3 months
ended
June 30, 2026 | | |
3 months
ended
March 31, 2026 | | |
12 months
ended
December 31, 2025 | | |
3 months
ended
December 31, 2025 | | |
3 months
ended
September 30, 2025 | | |
3 months
ended
June 30, 2025 | | |
3 months
ended
March 31,
2025 | |
| Net cash provided by operating activities | |
$ | 174,013 | | |
$ | 30,745 | | |
$ | 264,242 | | |
$ | 138,590 | | |
| 6,681 | | |
| 98,486 | | |
| 20,485 | |
| Less: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Capital expenditures | |
| (74,104 | ) | |
| (36,004 | ) | |
| (143,454 | ) | |
| (42,834 | ) | |
| (40,753 | ) | |
| (29,743 | ) | |
| (30,124 | ) |
| Free cash flow | |
$ | 99,909 | | |
$ | (5,259 | ) | |
$ | 120,788 | | |
$ | 95,756 | | |
$ | (34,072 | ) | |
$ | 68,743 | | |
$ | (9,639 | ) |
Table
4 - Reconciliation to Net Debt
| | |
As of June 30, 2026 | | |
As of December 31, 2025 | | |
As of June 30, 2025 | |
| | |
| | |
| | |
| |
| Current installments of long-term debt | |
$ | 64,500 | | |
$ | 64,500 | | |
$ | 65,912 | |
| Short-term borrowings | |
| 50,415 | | |
| 54,250 | | |
| 65,997 | |
| Long-term debt | |
| 159,706 | | |
| 191,378 | | |
| 222,916 | |
| Less: | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| (174,994 | ) | |
| (124,797 | ) | |
| (131,802 | ) |
| Net Debt | |
$ | 99,627 | | |
$ | 185,331 | | |
$ | 223,023 | |
For
inquiries regarding NESR, please contact:
Blake
Gendron or Stefan Angeli
National
Energy Services Reunited Corp.
832-925-3777
investors@nesr.com
