Form 8-K

8-K — Nine Energy Service, Inc.

Accession: 0001213900-26-055933

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001532286

SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0290286-8k_nine.htm (Primary)

EX-99.1 — NINE ENERGY SERVICE, INC. PRESS RELEASE DATED MAY 13, 2026 (ea029028601ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0290286-8k_nine.htm · Sequence: 1

false

0001532286

2026-05-13

iso4217:USD

xbrli:shares

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 13, 2026

NINE

ENERGY SERVICE, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-38347

80-0759121

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2001 Kirby Drive, Suite 200

Houston, Texas

77019

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (281) 730-5100

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.01 per share

NINE

NYSE American

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 ☐

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.

May 13, 2026, Nine Energy Service, Inc. issued a press release providing information on its results of operations and financial condition

for the quarter ended March 31, 2026. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information in this Item 2.02 and in Exhibit 99.1 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 incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any

general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Nine Energy Service, Inc. press release dated May 13, 2026.

104

Cover Page Interactive Data

File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated: May 13, 2026

NINE

ENERGY SERVICE, INC.

By:

/s/

Heather Schmidt

Interim Chief Financial Officer and Senior Vice President,

Strategic Development & Investor Relations

EX-99.1 — NINE ENERGY SERVICE, INC. PRESS RELEASE DATED MAY 13, 2026

EX-99.1

Filename: ea029028601ex99-1.htm · Sequence: 2

Exhibit

99.1

Nine

Energy Service Announces First Quarter 2026 Results

● Revenue,

net income and adjusted EBITDAA of $88.4 million, $107.9 million and $0.9 million,

respectively, for the predecessor period1

● Revenue,

net loss and adjusted EBITDA of $41.6 million, $(1.3) million and $2.1 million, respectively,

for the successor period1

● Expect

second quarter 2026 revenue of $136 - $146 million and adjusted EBITDA of $10.0 - $15.0 million

● Nine

has surpassed over 500,000 ScorpionTM Composite Plugs sold

● Total

liquidity as of March 31, 2026 of $46.9 million

HOUSTON

– Nine Energy Service, Inc. (“Nine” or the “Company”) (NYSE American: NINE) reported revenues of $88.4

million, net income of $107.9 million, or $2.65 per diluted share and $2.65 per basic share, and adjusted EBITDA of $0.9 million for

the predecessor period. Nine reported revenues of $41.6 million, net loss of $(1.3) million, or $(0.09) per diluted share and $(0.09)

per basic share, and adjusted EBITDA of $2.1 million for the successor period.

“The

first quarter was an unusual and complex period from a financial reporting perspective,” said Ann Fox, President and Chief Executive

Officer of Nine Energy Service. “During the quarter, we entered and successfully emerged from Chapter 11 and implemented fresh

start accounting effective March 5, resulting in several required reporting changes, including the revaluation of our assets. In addition,

net income and adjusted EBITDA for our predecessor period was negatively impacted by a $5.5 million non-cash inventory write-down. Importantly,

we believe these items are now largely behind us, and we expect improved financial results beginning in the second quarter. Following

this process, the Company has been transformed in meaningful ways, and I am confident that Nine is now in a stronger financial position

as we begin our next chapter of growth.”

“Shifting

to the market, the U.S. rig count remained stable throughout the quarter; however, weather-related disruptions led to operational inefficiencies

early in the quarter and negatively impacted revenue and earnings during our predecessor period, most notably within our Wireline division.

As conditions normalized, operating efficiency improved, leading to stronger monthly run rates as the quarter progressed. Pricing across

our service lines remained largely stable compared to exit rates at the end of 2025.”

1 “Predecessor

period” is defined as January 1, 2026 through March 5, 2026, and “successor period”

is defined as March 6, 2026 through March 31, 2026. On March 5, 2026 (the “Plan Effective

Date”), the Company emerged from bankruptcy, and in connection therewith, the Company

applied fresh start accounting on such date. The application of fresh start accounting resulted

in a new basis of accounting and the Company becoming a new entity for financial reporting

purposes, which is referred to as the “Successor.” The Company prior to the application

of fresh start account is referred to as the “Predecessor.” With the application

of fresh start accounting, the Company allocated its reorganization value to its individual

assets based on their estimated fair. The Plan Effective Date fair values of the Successor’s

assets and liabilities differ materially from their recorded values as reflected on the historical

balance sheet of the Predecessor. Accordingly, the Predecessor and Successor financial information

are not comparable. For additional information on the Company’s application of fresh

start accounting, see Note 4 – Fresh Start Accounting in Item 1 of Part I of the Company’s

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026.

“The

macro environment continues to be highly dynamic. Recent improvement in oil prices has increased optimism for U.S. land activity in the

second half of the year relative to expectations at the end of 2025. Should commodity prices remain at current levels in conjunction

with a more constructive outlook, incremental rig additions and the completion of DUCs are possible. Thus far in in the second quarter,

customer activity plans remain largely unchanged, and overall U.S. rig counts have been flat.”

“Natural

gas prices were supportive, averaging $4.71 in the first quarter compared to $3.73 in the fourth quarter of 2025. Natural gas-weighted

basins, including the Haynesville, continue to represent an attractive opportunity for Nine. We are focused on ensuring the organization

is well positioned to capture incremental activity in these basins. We recently opened a new wireline facility in the Haynesville and

look to leverage our established customer relationships and long track record of success to help drive profitable market share gains.”

“Looking

ahead to the second quarter, we expect continued operational normalization and efficiency gains as well as normalized financial reporting.

As a result, we anticipate sequential improvement in revenue and earnings compared to the predecessor and successor periods.”

“I

believe Nine is well positioned operationally with financial flexibility, which will allow us to execute on our strategic priorities

while navigating a dynamic market environment. We remain focused on disciplined execution and profitable growth and we are confident

in the long-term value potential of Nine.”

Operating

Results

During

the predecessor period, the Company reported revenues of $88.4 million, gross profit of $2.0 million and adjusted gross profitB

of $7.8 million. During the successor period, the Company reported revenues of $41.6 million, gross profit of $3.8 million

and adjusted gross profitB of $6.0 million.

During

the predecessor period, the Company reported general and administrative (“G&A”) expense of $13.1 million and depreciation

and amortization expense (“D&A”) of $5.9 million. During the successor period, the Company reported G&A expense of

$4.6 million and D&A expense of $2.3 million.

The

income tax provision recorded for the predecessor period was approximately $0.1 million. The income tax benefit recorded for the successor

period was approximately $0.1 million. The income tax provision/(benefit) recorded for both periods was primarily attributed to state

and non-U.S. income taxes.

Liquidity

and Capital Expenditures

During

the predecessor period, the Company reported net cash used in operating activities of $10.0 million. During the successor period, the

Company reported net cash used in operating activities of $2.4 million. Capital expenditures for the predecessor period totaled $1.9

million and $3.7 million for the successor period. The Company’s full-year 2026 capital expenditures guidance is $20 to $30 million.

of March 31, 2026, Nine’s cash and cash equivalents were $11.2 million, and the Company had $35.7 million of availability under

its revolving credit facility, resulting in a total liquidity position of $46.9 million as of March 31, 2026. On March 31, 2026, the

Company had $90.4 million of borrowings under its revolving credit facility. On April 28, 2026, the Company borrowed an additional $5.0

million under the revolving credit facility.

ABSee

end of press release for definitions of these non-GAAP measures. These measures are intended to provide additional information only and

should not be considered as alternatives to, or more meaningful than, net income (loss), gross profit or any other measure determined

in accordance with GAAP. Certain items excluded from these measures are significant components in understanding and assessing a company’s

financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets.

Our computation of these measures may not be comparable to other similarly titled measures of other companies.

Conference

Call Information

The

call is scheduled for Thursday, May 14, 2026, at 9:00 am Central Time. Participants may join the live conference call by dialing

U.S. (Toll Free): (877) 524-8416 or International: (412) 902-1028 and asking for the “Nine Energy Service Earnings Call”.

Participants are encouraged to dial into the conference call ten to fifteen minutes before the scheduled start time to avoid any delays

entering the earnings call.

For

those who cannot listen to the live call, a telephonic replay of the call will be available through May 28, 2026 and may be accessed

by dialing U.S. (Toll Free): (877) 660-6853 or International: (201) 612-7415 and entering the passcode of 13759688.

About

Nine Energy Service

Nine

Energy Service is an oilfield services company that offers completion solutions within North America and abroad. The Company brings years

of experience with a deep commitment to serving clients with smarter, customized solutions and world-class resources that drive efficiencies.

Serving the global oil and gas industry, Nine continues to differentiate itself through superior service quality, wellsite execution

and cutting-edge technology. Nine is headquartered in Houston, Texas with operating facilities in the Permian, Eagle Ford, Haynesville,

SCOOP/STACK, Niobrara, Barnett, Bakken, Marcellus, Utica and Canada.

For

more information on the Company, please visit Nine’s website at nineenergyservice.com.

Forward

Looking Statements

The

foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the

Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently

subject to risks and uncertainties. Forward-looking statements also include statements that refer to or are based on projections, uncertain

events or assumptions. Forward-looking statements included herein relate to, among other things, our strategy and prospects, future operations,

financial position and financial results, estimated future revenues and earnings. All forward-looking statements included herein are

based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those

forward-looking statements. Such risks and uncertainties include, among other things, the level of capital spending and well completions

by the onshore oil and natural gas industry, which may be affected by geopolitical and economic developments in the U.S. and globally,

including conflicts, instability, acts of war or terrorism in oil-producing countries or regions, particularly Iran and elsewhere in

the Middle East, Russia, South America and Africa, as well as actions by members of the Organization of the Petroleum Exporting Countries

and other oil-exporting nations; general economic conditions and inflation, particularly cost inflation with labor or materials; the

effects of tariffs and other trade measures on the Company’s business and on the onshore oil and natural gas industry generally;

equipment and supply chain constraints; the Company’s ability to attract and retain key employees, technical personnel and other

skilled and qualified workers; the Company’s ability to maintain existing prices or implement price increases on our products and

services; pricing pressures, reduced sales or reduced market share as a result of intense competition in the markets for the Company’s

dissolvable plug products; conditions inherent in the oilfield services industry, such as equipment defects, liabilities arising from

accidents or damage involving our fleet of trucks or other equipment, explosions and uncontrollable flows of gas or well fluids, and

loss of well control; the Company’s ability to implement and commercialize new technologies, services and tools; the Company’s

ability to grow its completion tool business domestically and internationally; our recent emergence from bankruptcy, which may adversely

affect our business and relationships; seasonal and adverse weather conditions; the adequacy of the Company’s capital resources

and liquidity, including the ability to meet its debt obligations; the Company’s ability to manage capital expenditures; the Company’s

ability to accurately predict customer demand, including that of its international customers; the loss of, or interruption or delay in

operations by, one or more significant customers, including certain of the Company’s customers outside of the United States; the

loss of or interruption in operations of one or more key suppliers; the incurrence of significant costs and liabilities resulting from

litigation; cybersecurity risks; changes in laws or regulations regarding issues of health, safety and protection of the environment;

and other factors described in the “Risk Factors” and “Business” sections of the Company’s most recently

filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned

not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the

Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements

to reflect future events or developments.

Nine

Energy Service Investor Contact:

Heather

Schmidt

Interim CFO and SVP, Strategic Development and Investor Relations

(281) 730-5113

investors@nineenergyservice.com

NINE

ENERGY SERVICE, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(In

Thousands, Except Share and Per Share Amounts)

(Unaudited)

Successor

Predecessor

Period

from

March

2026

through

March

31,

2026

Period

from

January

1, 2026 through

March

2026

Three

Months Ended

December

31,

2025

Revenues

$ 41,603

$ 88,392

$ 132,166

Cost and

expenses

Cost

of revenues (exclusive of depreciation and amortization shown separately below)

35,600

80,546

111,723

General and administrative

expenses

4,623

13,052

19,854

Depreciation

2,205

3,963

5,813

Amortization of intangibles

1,984

2,796

Loss on revaluation of contingent

liability

—

Gain

on sale of property and equipment

(37 )

(147 )

(2,576 )

Loss from operations

(856 )

(11,006 )

(5,492 )

Interest expense

542

5,256

13,889

Interest income

(1 )

(82 )

(111 )

Reorganization items, net

—

(124,059 )

—

Other

income

(53 )

(109 )

(162 )

Income (loss) before income

taxes

(1,344 )

107,988

(19,108 )

Provision

(benefit) for income taxes

(91 )

109

115

Net income (loss)

$ (1,253 )

$ 107,879

$ (19,223 )

Income (loss) per share

Basic

$ (0.09 )

$ 2.65

$ (0.47 )

Diluted

$ (0.09 )

$ 2.65

$ (0.47 )

Weighted average shares outstanding

Basic

13,949,990

40,650,388

41,306,039

Diluted

13,949,990

40,659,260

41,306,039

Other comprehensive

loss (income), net of tax

Foreign

currency translation adjustments, net of tax of $0 and $0

$ 32

$ 158

$ (322 )

Total

other comprehensive income (loss), net of tax

158

(322 )

Total

comprehensive income (loss)

$ (1,221 )

$ 108,037

$ (19,545 )

NINE

ENERGY SERVICE, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(In

Thousands)

(Unaudited)

Successor

Predecessor

March

31,

2026

December

31,

2025

Assets

Current

assets

Cash

and cash equivalents

$ 11,249

$ 18,449

Restricted

cash

10,616

1,393

Accounts

receivable, net

88,270

75,979

Inventories,

net

50,550

56,553

Prepaid

expenses

12,106

13,538

Other

current assets

2,064

2,919

Total

current assets

174,855

168,831

Property

and equipment, net

109,013

64,266

Operating

lease right of use assets, net

32,482

34,105

Finance

lease right of use assets, net

Intangible

assets, net

9,103

68,063

Other

long-term assets

535

4,183

Total

assets

$ 326,040

$ 339,464

Liabilities

and Stockholders’ Equity (Deficit)

Current

liabilities

Accounts

payable

$ 41,453

$ 43,564

Accrued

expenses

23,662

27,764

Income

taxes payable

374

356

Current

portion of long-term debt

3,978

6,310

Current

portion of operating lease obligations

12,454

13,409

Current

portion of finance lease obligations

Total

current liabilities

81,971

91,409

Long-term

liabilities

Long-term

debt

90,439

341,572

Long-term

operating lease obligations

19,602

21,352

Other

long-term liabilities

Total

liabilities

192,057

454,420

Stockholders’

equity (deficit)

Predecessor

common stock (120,000,000 shares authorized at $0.01 par value; 43,326,339 shares issued and outstanding at December 31, 2025)

—

433

Successor

common stock (70,000,000 shares authorized at $0.01 par value; 13,949,990 shares issued and outstanding at March 31, 2026)

139

—

Additional

paid-in capital

135,065

808,432

Accumulated

other comprehensive income (loss)

(5,187 )

Accumulated

deficit

(1,253 )

(918,634 )

Total

stockholders’ equity (deficit)

133,983

(114,956 )

Total

liabilities and stockholders’ equity (deficit)

$ 326,040

$ 339,464

NINE ENERGY SERVICE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

Successor

Predecessor

Period from

March 6,

2026 through

March 31,

2026

Period from

January 1,

2026 through

March 5,

2026

Three Months Ended

December 31,

2025

Cash flows from operating activities

Net income (loss)

$ (1,253 )

$ 107,879

$ (19,223 )

Adjustments to reconcile net income (loss) to net cash used in operating activities

Depreciation

2,205

3,963

5,813

Amortization of intangibles

1,984

2,796

Amortization of deferred financing costs and non-cash interest

134

2,421

4,134

Amortization of operating leases

1,048

2,930

4,107

Provision for (recovery of) doubtful accounts

—

(36 )

Provision for inventory obsolescence

—

2,462

244

Stock-based compensation expense

—

1,890

455

Gain on sale of property and equipment

(37 )

(147 )

(2,576 )

Loss on revaluation of contingent liability

—

Non-cash reorganization items, net

—

(139,231 )

—

Changes in operating assets and liabilities, net of effects from acquisitions

Accounts receivable, net

(9,163 )

(3,211 )

5,502

Inventories, net

(183 )

2,059

Prepaid expenses and other current assets

1,658

(7,653 )

Accounts payable and accrued expenses

5,176

8,883

9,601

Income taxes receivable/payable

(91 )

109

187

Operating lease obligations

(296 )

(3,674 )

(4,104 )

Other assets and liabilities

(41 )

(8 )

(1,487 )

Net cash used in operating activities

(2,416 )

(9,951 )

(2,173 )

Cash flows from investing activities

Proceeds from sales of property and equipment

286

Proceeds from property and equipment casualty losses

628

2,165

Purchases of property and equipment

(3,482 )

(2,950 )

(2,624 )

Net cash used in investing activities

(3,442 )

(2,036 )

(432 )

Cash flows from financing activities

Proceeds from Prepetition ABL Facility

—

3,000

—

Payments on Prepetition ABL Facility

—

(67,349 )

—

Proceeds from DIP ABL Facility

—

79,495

—

Payments of DIP ABL Facility

—

(82,568 )

—

Proceeds from Exit ABL Facility

—

89,479

—

Proceeds from short-term debt

—

9,570

Payments of short-term debt

(782 )

(1,550 )

(3,260 )

Principal payments on finance leases

(5 )

(11 )

(7 )

Net cash provided by (used in) financing activities

(787 )

20,496

6,303

Impact of foreign currency exchange on cash

(331 )

Net (decrease) increase in cash, cash equivalents, and restricted cash

(6,575 )

8,598

3,367

Cash, cash equivalents, and restricted cash

Beginning of period

28,440

19,842

16,475

End of period

$ 21,865

$ 28,440

$ 19,842

NINE ENERGY SERVICE, INC.

RECONCILIATION OF ADJUSTED EBITDA

(In Thousands)

(Unaudited)

Successor

Predecessor

Period from

March 6,

2026 through

March 31,

2026

Period from

January 1,

2026 through

March 5,

2026

Three Months Ended

December 31,

2025

Net income (loss)

$ (1,253 )

$ 107,879

$ (19,223 )

Interest expense

542

5,256

13,889

Interest income

(1 )

(82 )

(111 )

Depreciation

2,205

3,963

5,813

Amortization of intangibles

1,984

2,796

Provision (benefit) for income taxes

(91 )

109

115

EBITDA

$ 1,470

$ 119,109

$ 3,279

Loss on revaluation of contingent liability(1)

—

Reorganization items, net

—

(125,640 )

—

Restructuring charges and other expenses(2)

555

5,408

7,200

Stock-based compensation

—

1,890

455

Cash award expense

121

250

701

Gain on sale of property and equipment

(37 )

(147 )

(2,576 )

Adjusted EBITDA

$ 2,109

$ 870

$ 9,107

(1) Amounts

relate to the revaluation of contingent liability associated with a 2018 acquisition.

(2) For

the successor period, amounts relate to professional fees incurred after the Plan Effective Date in relation to the Chapter 11 cases.

For the predecessor period, amounts relate to professional fees related to the Chapter 11 cases that were incurred prior to the date

the Company filed the Chapter 11 cases.

NINE

ENERGY SERVICE, INC.

RECONCILIATION OF ADJUSTED GROSS PROFIT (LOSS)

(In Thousands)

(Unaudited)

Successor

Predecessor

Period from

March 6,

2026 through

March 31,

2026

Period from

January 1,

2026 through

March 5,

2026

Three Months Ended

December 31,

2025

Calculation of gross profit:

Revenues

$ 41,603

$ 88,392

$ 132,166

Cost of revenues (exclusive of depreciation and amortization shown separately below)

35,600

80,546

111,723

Depreciation (related to cost of revenues)

2,162

3,886

5,699

Amortization of intangibles

1,984

2,796

Gross profit

$ 3,773

$ 1,976

$ 11,948

Adjusted gross profit reconciliation:

Gross profit

$ 3,773

$ 1,976

$ 11,948

Depreciation (related to cost of revenues)

2,162

3,886

5,699

Amortization of intangibles

1,984

2,796

Adjusted gross profit

$ 6,003

$ 7,846

$ 20,443

AAdjusted

EBITDA is defined as EBITDA (which is net income (loss) before interest, taxes, and depreciation and amortization) further adjusted for

(i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions,

(iii) loss or gain on revaluation of contingent liabilities, (iv) loss or gain on the extinguishment of debt, (v) loss or gain on the

sale of subsidiaries, (vi) restructuring charges, (vii) stock-based compensation and cash award expense, (viii) loss or gain on sale

of property and equipment, and (ix) other expenses or charges to exclude certain items which we believe are not reflective of ongoing

performance of our business, such as legal expenses and settlement costs related to litigation outside the ordinary course of business.

Management believes adjusted EBITDA provides useful information to us and our investors regarding our financial condition and results

of operations because it allows us and them to more effectively evaluate our operating performance and compare the results of our operations

from period to period without regard to our financing methods or capital structure and helps identify underlying trends in our operations

that could otherwise be distorted by the effect of impairments, acquisitions and dispositions and costs that are not reflective of the

ongoing performance of our business. The Company has not provided projected net income or a reconciliation of projected adjusted EBITDA

to projected net income, the closest GAAP financial measure. Management cannot predict with a reasonable degree of accuracy certain of

the components of net income, such as stock-based compensation expense and/or cash award expense, which is affected by factors including

future personnel needs, turnover and retention needs and the future price of our common stock. As such, projected net income, and a reconciliation

of projected adjusted EBITDA to projected net income, are not available without unreasonable efforts.

BAdjusted

gross profit (loss) is defined as revenues less cost of revenues excluding depreciation and amortization. This measure differs from the

GAAP definition of gross profit (loss) because we do not include the impact of depreciation and amortization, which represent non-cash

expenses. Management believes adjusted gross profit (loss) provides useful information to us and our investors regarding our financial

condition and results of operation and helps management evaluate our operating performance by eliminating the impact of depreciation

and amortization, which we do not consider indicative of our core operating performance.

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