Form 8-K
8-K — National Energy Services Reunited Corp.
Accession: 0001493152-26-022090
Filed: 2026-05-11
Period: 2026-05-11
CIK: 0001698514
SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-99.1 (ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
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0001698514
0001698514
2026-05-11
2026-05-11
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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 11, 2026
Commission
File Number: 001-38091
NATIONAL
ENERGY SERVICES REUNITED CORP.
(Exact
name of registrant as specified in its charter)
British
Virgin Islands
82-4881231
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
777
Post Oak Blvd., Suite 730, Houston, Texas
77056
(Address
of principal executive offices)
(Zip
Code)
+1
(832) 925-3777
Registrant’s
telephone number, including area code
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 (see General Instruction A.2. below):
☐
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
Symbol(s)
Name
of each exchange on which registered
Ordinary
shares, no par value per share
NESR
The
Nasdaq Capital Market
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 11, 2026, National Energy Services Reunited Corp. (“NESR” or the “Company”) issued a press release
reporting its financial results for the three-month period ended March 31, 2026, a copy of which is furnished as Exhibit 99.1 hereto and incorporated by
reference into this Item 2.02. The press release was made available on the Company’s website at http://investors.nesr.com/news-events/press-releases
on May 11, 2026. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), nor shall such information be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such
filing.
A
conference call is scheduled for 8:00 AM ET on May 11, 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.
In
addition to financial results prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
included in the news release, certain information discussed in the news release and to be discussed on the conference call may constitute
non-GAAP financial measures (as defined in Regulation G under the Exchange Act). These
non-GAAP financial measures should be considered as supplemental to, and not as a substitute for or superior to, net income (loss), cash
flows, or other measures of financial performance prepared in accordance with GAAP, as more fully described in the Company’s financial
statements and filings with the Securities and Exchange Commission. Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP measures
are included in the news release.
Item
7.01 Regulation FD Disclosure.
On
May 11, 2026, the Company issued a press release, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated by reference into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained in
this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall
it be deemed incorporated by reference into any filing under the Securities Act, except as expressly set forth by specific reference
in such a filing.
See
Item 2.02, “Results of Operations and Financial Condition.”
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
information set forth in the attached exhibit 99.1 listed below is furnished pursuant to Item 9.01 of this Form 8-K.
Number
Description
99.1
Press Release dated May 11, 2026.
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document).
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:
May 11, 2026
By:
/s/
Stefan Angeli
Name:
Stefan
Angeli
Title:
Chief
Financial Officer
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit
99.1
National
Energy Services Reunited Corp. Reports First Quarter 2026 Financial Results
●
Revenue for the quarter ended March 31, 2026, is $404.6 million,
reflecting an increase of 33.5% year-over-year and 1.6% sequentially
●
Net income for the quarter ended March 31, 2026, is $23.8 million,
improving 205.4% sequentially and 129.3% year-over-year
●
Diluted Earnings per Share (EPS) for the three months ended March
31, 2026 is $0.23, representing an increase of 109.1% year-over-year and 201.3% sequentially
●
Adjusted EBITDA (a non-GAAP measure)** for the quarter ended March
31, 2026, is $76.7 million, improving 22.7% year-over-year
●
Operating cash flow for the quarter ended March 31, 2026, is $30.7
million, growing 50.1% year-over-year
HOUSTON,
May 11, 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 period ended March 31, 2026. The Company delivered the following results for the periods presented:
Three Months Ended
Variance
(in thousands except per share amounts and percentages)
March 31, 2026
December 31, 2025
March 31, 2025
Sequential
Year- over- year
Revenue
$
404,586
$
398,262
$
303,102
1.6
%
33.5
%
Net income
23,827
7,803
10,391
205.4
%
129.3
%
Adjusted net income (non-GAAP)**
26,733
31,879
12,963
(16.1
)%
106.2
%
Adjusted EBITDA (non-GAAP)**
76,671
84,414
62,463
(9.2
)%
22.7
%
Diluted EPS
0.23
0.08
0.11
201.3
%
109.1
%
Adjusted Diluted EPS (non-GAAP)**
0.26
0.32
0.14
(17.8
)%
85.7
%
**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 months ended March 31, 2026.
Stefan Angeli, Chief Financial Officer, commented,
“First Quarter 2026 delivered outstanding results despite the geopolitical
conflict with strong operational execution driving continued growth and profitability. Revenue reached $404.6m, an all-time high, supported
by sustained activity across our core markets and increasing contributions from our hydraulic fracturing operations, particularly in our
Saudi Arabia’s Jafurah unconventional field.
Net income increased to $23.8 million, underscoring the growing earnings
power of the business as we scale. Adjusted EBITDA is $76.7 million, demonstrating the resilience of our operating model and the benefits
of disciplined execution, even against a significantly more complex operating backdrop. We generated $30.7 million of operating
cash flow while absorbing working capital build related to Ramadan and higher activity, with net debt broadly stable versus year-end and
free cash flow largely in line with the prior year quarter. We continue to execute at scale and capitalize on the multi-year opportunity
set in the region.”
Sherif Foda, Chairman and Chief Executive Officer,
commented, “Amid an escalation in regional security tensions driven by recent conflict
in the Middle East, NESR delivered a strong start to 2026, underpinned by resilient operations and continued client
trust across our core markets. We maintained uninterrupted activity at scale, supported by secure supply chains, localized capabilities,
and proven operational agility. We focused on the reliable supply of inventory and products to maintain operating capacity and capabilities
despite the logistics challenges and sharp increase of costs. Recent multi-year contract awards in Kuwait and North Africa further reinforce
our competitive positioning and long-term growth visibility. We reiterate our commitment to the clients by being physically by their side,
and I visited the majority of our operating units across the region as we see accelerated investment potential to diversify and increase
both Oil and Gas capacity in the region.”
Net Income and Adjusted Net Income Results
Net income for the quarter ended March 31, 2026, is $23.8
million, increasing $16.0 million sequentially and $13.4 million year-over-year. The increases were primarily attributable to strong
flow-through from incremental revenue generated by higher activity levels in the Company’s hydraulic fracturing and well
testing service lines.
Adjusted net income for the quarter is $26.7
million and included $2.9 million of “Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS,”
primarily attributable to $2.1 million of other write-offs (recoveries) and provisions (releases of provisions). The $2.1 million
includes $3.6 million of foreign currency transaction remeasurement losses, partially offset by a $1.3 million favorable adjustment
to the Company’s lease accounting 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 $0.23 of diluted EPS
for the quarter ended March 31, 2026, improving $0.15 sequentially and $0.12 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 March 31, 2026, is $0.26.
Adjusted EBITDA Results
The Company produced Adjusted EBITDA of $76.7
million during the quarter ended March 31, 2026, up 22.7% year-over-year. 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
March 31,
2026
Quarter ended
December 31,
2025
Quarter ended
March 31,
2025
Revenue
$ 404,586
$ 398,262
$ 303,102
Adjusted EBITDA
$ 76,671
$ 84,414
$ 62,463
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 $93.0
million as of March 31, 2026, compared to $124.8 million as of December 31, 2025, and $78.7 million as of March 31, 2025.
Free cash flow, a non-GAAP measure, for the quarter
ended March 31, 2026, is negative $5.3 million, compared to negative $9.6 million for the same period in 2025. The increase
is primarily attributable to higher net income in 2026 as compared to 2025, partially offset by higher capital expenditures
during the three months ended March 31, 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 March 31, 2026, is $287.4
million, of which $111.9 million is classified as short-term, compared to $310.1 million and $118.8 million, respectively, 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, totaled $194.4 million as of March 31, 2026, compared to $185.3 million as of
December 31, 2025. The increase in Net Debt is primarily driven by lower cash and cash equivalents at March 31, 2026, relative to
December 31, 2025, reflecting seasonal cash and working capital requirements. A reconciliation of the applicable GAAP measures to
Net Debt is presented in Table 4, “Reconciliation to Net Debt.”
In May 2026, the Company approved
a capital return program consisting of (i) a quarterly cash dividend, anticipated to commence in the fourth quarter of 2026, at an expected
rate of $0.10 per Ordinary Share, and (ii) authorization for the repurchase of up to $50.0 million of the Company’s Ordinary Shares
from time to time through open market transactions, privately negotiated transactions, or otherwise, at prevailing market prices and subject
to market conditions, applicable legal requirements, and liquidity considerations.
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
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 May 11, 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: catastrophic events, geopolitical
conflict, 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, may require significant capital expenditures, which 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, competition,
including for capital and technological advances, 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 period ended March 31, 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)
March 31, 2026
December 31, 2025
Assets
Current assets
Cash and cash equivalents
$ 92,956
124,797
Accounts receivable, net
227,932
178,020
Unbilled revenue
171,341
121,186
Service inventories
96,206
94,834
Prepaid assets
9,706
13,237
Retention withholdings
26,214
33,125
Other receivables
54,753
54,511
Other current assets
10,513
10,664
Total current assets
689,621
630,374
Non-current assets
Property, plant and equipment, net
476,154
465,454
Intangible assets, net
42,434
47,086
Goodwill
645,095
645,095
Operating lease right-of-use assets
25,977
20,300
Other assets
44,649
43,210
Total assets
$ 1,923,930
$ 1,851,519
Liabilities and equity
Liabilities
Accounts payable and accrued expenses
483,048
421,064
Current installments of long-term debt
64,500
64,500
Short-term borrowings
47,353
54,250
Income taxes payable
30,843
25,092
Other taxes payable
15,152
12,351
Operating lease liabilities
1,984
2,948
Other current liabilities
17,408
24,715
Total current liabilities
660,288
604,920
Long-term debt
175,542
191,378
Deferred tax liabilities
918
1,691
Employee benefit liabilities
36,971
36,321
Non-current operating lease liabilities
22,683
18,447
Other liabilities
32,319
30,846
Total liabilities
928,721
883,603
Commitments and contingencies
Equity
Preferred shares, no par value; unlimited shares authorized; none issued and
outstanding at March 31, 2026, and December 31, 2025, respectively
-
-
Ordinary shares and additional paid-in capital, no par value; unlimited shares authorized;
100,847,255, and 100,787,173 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively
906,311
902,845
Retained income
88,829
65,002
Accumulated other comprehensive income
69
69
Total equity
995,209
967,916
Total liabilities and equity
$ 1,923,930
$ 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
Description
March 31, 2026
March 31, 2025
Revenues
$ 404,586
$ 303,102
Cost of services
(352,755 )
(265,647 )
Gross profit
51,831
37,455
Selling, general, and administrative expenses (excluding Amortization)
(11,103 )
(11,821 )
Amortization
(4,693 )
(4,693 )
Operating income
36,035
20,941
Interest expense, net
(6,543 )
(8,284 )
Other income, net
1,449
1,059
Income before income tax
30,941
13,716
Income tax expense
(7,114 )
(3,325 )
Net income
$ 23,827
$ 10,391
Weighted average shares outstanding:
Basic
100,803,435
96,139,181
Diluted
102,931,550
96,710,484
Earnings per share:
Basic
$ 0.24
$ 0.11
Diluted
$ 0.23
$ 0.11
NATIONAL
ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In
US$ thousands)
For the three-month
period ended
March 31, 2026
March 31, 2025
Cash flows from operating activities:
Net income
$ 23,827
$ 10,391
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
33,779
36,035
Share-based compensation expense
2,502
1,856
(Gain) on disposal of assets
(373 )
(363 )
Non-cash interest (income)
(192 )
(143 )
Deferred tax expense (benefit)
1,132
(1,239 )
Allowance for doubtful receivables and unbilled revenue
480
(16 )
Charges on obsolete service inventories
853
920
Impairments and other charges
-
1,118
Other operating activities, net
25
38
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable
(50,392 )
(27,524 )
(Increase) decrease in unbilled revenue
(50,154 )
(18,339 )
(Increase) decrease in retention withholdings
6,910
8,834
(Increase) decrease in inventories
(2,224 )
(5,567 )
(Increase) decrease in prepaid assets
3,531
746
(Increase) decrease in other current assets
429
(2,646 )
(Increase) decrease in other long-term assets and liabilities
(1,934 )
2,137
Increase (decrease) in accounts payable and accrued expenses
61,419
15,094
Increase (decrease) in other current liabilities
1,127
(847 )
Net cash provided by operating activities
30,745
20,485
Cash flows from investing activities:
Capital expenditures
(36,004 )
(30,124 )
IPM investments
-
-
Proceeds from disposal of assets
402
637
Other investing activities
(833 )
(2,000 )
Net cash used in investing activities
(36,435 )
(31,487 )
Cash flows from financing activities:
Proceeds from long-term debt
-
-
Repayments of long-term debt
(16,125 )
(17,537 )
Proceeds from short-term borrowings
19,587
26,841
Repayments of short-term borrowings
(26,498 )
(26,252 )
Payments on capital leases
(1,000 )
(710 )
Payments on seller-provided financing for capital expenditures
(1,265 )
(601 )
Other financing activities, net
-
-
Net cash used in financing activities
(25,301 )
(18,259 )
Effect of exchange rate changes on cash
-
-
Net increase (decrease) in cash, cash equivalents, and restricted
cash
(30,991 )
(29,261 )
Cash and cash equivalents, beginning of
period
132,696
107,956
Cash, cash equivalents, and restricted
cash, end of period
$ 101,705
$ 78,695
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
March
31, 2026
December
31, 2025
March
31, 2025
Net
Diluted
Net
Diluted
Net
Diluted
Income
EPS
Income
EPS
Income
EPS
Net Income
$
23,827
$ 0.23
$ 7,803
$ 0.08
$ 10,391
$ 0.11
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
28
-
258
-
1,488
0.02
Impairments
-
-
8,076
0.08
1,118
0.01
Current expected credit loss (releases) provisions
455
-
7,112
0.07
(227 )
-
Litigation (releases) provisions
248
-
248
-
(837 )
(0.01 )
Restructuring projects
67
-
4,712
0.05
-
-
Loss of inventory in fire
-
-
-
-
-
-
Other write-offs (recoveries) and provisions (release of provisions)
2,108
0.02
3,670
0.04
1,030
0.01
Total Charges and Credits impacting Adjusted EBITDA (1)
2,906
0.03 (3)
24,076
0.24
2,572
0.03
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)
2,906
0.03
24,076
0.24
2,572
0.03
Total Adjusted Net Income and Adjusted Diluted EPS
$ 26,733
$ 0.26
$ 31,879
$ 0.32
$ 12,963
$ 0.14
(1)
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, as described above. In the quarter ended December 31, 2025, Total Charges and Credits impacting
Adjusted EBITDA included $0.3 million of costs associated with the restatement of our 2018-2020 financial statements, including the
SEC inquiry and remediation, $8.1 million of technology impairments, $7.1 million of current expected credit loss (releases) provisions
mainly in Oman, $0.2 million of litigation (releases) provisions, $4.7 million of restructuring projects, and $3.7 million of other
write-offs (recoveries) and provisions (release of provisions) primarily related to a vendor bankruptcy and resulting provision
for a construction-in-process prepayment previously made in Saudi Arabia. In the quarter ended March 31, 2025, Total Charges
and Credits impacting Adjusted EBITDA included $1.5 million of costs associated with the restatement of our 2018-2020 financial statements,
including the SEC inquiry and remediation, $1.1 million of impairments, ($0.2) million of current expected credit loss (releases)
provisions, ($0.8) million of litigation (releases) provisions, and $1.0 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 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 December 31, 2025, were $24.1 million, inclusive of $24.1 million of Charges
and Credits impacting Adjusted EBITDA. Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS for the quarter
ended March 31, 2025, were $2.6 million, inclusive of $2.6 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
March
31, 2026
Quarter ended
December
31, 2025
Quarter ended
March
31, 2025
Net Income
$
23,827
$ 7,803
$ 10,391
Add:
Income Taxes
7,114
7,173
3,325
Interest Expense, net
6,543
7,539
8,284
Depreciation and Amortization
36,281
37,823
37,891
Total Charges and Credits impacting Adjusted EBITDA (3)
2,906
24,076
2,572
Total Adjusted EBITDA
$ 76,671
$ 84,414
$ 62,463
(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 (used in) operating activities to Free Cash Flow
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
$ 30,745
$ 264,242
$ 138,590
6,681
98,486
20,485
Less:
Capital expenditures
(36,004 )
(143,454 )
(42,834 )
(40,753 )
(29,743 )
(30,124 )
Free cash flow
$ (5,259 )
$ 120,788
$ 95,756
$ (34,072 )
$ 68,743
$ (9,639 )
Table
4 - Reconciliation to Net Debt
As of
March 31, 2026
As of
December 31, 2025
As of
March 31, 2025
Current installments of long-term debt
$ 64,500
$ 64,500
$ 67,323
Short-term borrowings
47,353
54,250
60,350
Long-term debt
175,542
191,378
238,651
Less:
Cash and cash equivalents
(92,956 )
(124,797 )
(78,695 )
Net Debt
$ 194,439
$ 185,331
$ 287,629
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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