Nine Energy Service : Announces Fourth Quarter and Full Year 2019 Results

Full year 2019 revenue, net loss and adjusted EBITDAA of $832.9 million, $(217.8) million and $113.0 million, respectively Full year 2019 basic EPS of $(7.43) and $0.32 adjusted basic EPSB Full year 2019 cash flow from operations of $101.3 million As of December 31, 2019, cash and cash equivalents of $93.0 million Revenue, net loss and adjusted EBITDA of $163.4 million, $(220.5) million and $11.6 million, respectively for the fourth quarter of 2019 Fourth quarter 2019 basic EPS of $(7.51) and $(0.57) adjusted basic EPS

Nine Energy Service, Inc. ("Nine" or the "Company") (NYSE: NINE) reported fourth quarter 2019 revenues of $163.4 million, net loss of $(220.5) million and adjusted EBITDA of $11.6 million. The fourth quarter net loss of $(220.5) million, or $(7.51) per basic share, includes intangible assets, PP&E and goodwill impairments of $106.3 million associated with the Coiled Tubing service line and an intangible asset impairment of $95.0 million associated with the Completion Tools service line. For the fourth quarter 2019, adjusted net loss^D was $(16.8) million, or $(0.57) adjusted basic earnings per share. During the fourth quarter, the Company generated ROIC^c of -3%.

The Company had provided original fourth quarter 2019 revenue guidance between $150.0 and $160.0 million and adjusted EBITDA guidance between $11.0 and $15.0 million, with actual results for revenue outperforming Management’s original guidance range and results for adjusted EBITDA falling within Management’s original guidance.

“The fourth quarter was as anticipated, with revenue outperforming and adjusted EBITDA falling within Management’s original guidance range,” said Ann Fox, President and Chief Executive Officer, Nine Energy Service. “Additionally, we continued our strong working capital management into Q4, ending the year with a cash balance of $93.0 million even with interest, capex and the retention bonus associated with the Magnum acquisition during the fourth quarter.”

“As expected, we saw drilling and completion activity decline in Q4 due to holidays, weather and budget exhaustion. Market share for Nine remained stable across the majority of service lines, but we did see full quarter realizations of Q3 pricing concessions, which led to the majority of the margin compression quarter over quarter. Coiled Tubing has been the hardest hit service line from a pricing and activity perspective due to an over-supply of large diameter units coming into the market, coupled with a decrease in activity across regions.”

“Despite a very tough market in 2019, the execution of our strategic initiatives throughout the year has been very successful. We effectively commercialized our low-temperature dissolvable plug for Q1 2020, which continues to be run and trialed with many customers across multiple basins, providing Nine a first-mover advantage in the low-temp dissolvable market. Additionally, the timeline for our new high-temp dissolvable and composite plug remain on schedule. These technology developments were accomplished in large part because of our acquisition of Magnum and collaboration between both legacy teams around both IP design and materials science. We also successfully completed the sale of our Production Solutions segment, and closed wireline operations in Canada, which will be accretive to ROIC, adjusted EBITDA margins and cash generation. Our operational teams were able to once again prove their ability to grow market share in a declining activity environment, with Nine’s percentage of U.S. stages completed increasing over 100 basis points in 2019. I am also extremely proud of our employees as Nine ended the year with the lowest and best TRIR safety score in the Company’s history at 0.77.”

“Throughout 2018 and 2019 we re-shaped the Company to align with our strategy of being asset-light and building additional barriers to entry, which we believe will enable us to increase profitability, expand margins and increase free cash flow for the future. We have just begun to see our thesis materialize with strong cash generation in the second half of 2019, which we anticipate continuing into 2020 and beyond. 2020 capex will decrease by over 60%, which will serve as a sustainable run-rate as we transition the derivation of more of our top-line revenue contribution from completion tools.”

“Q1 2020 is off to a slower start versus this time in 2019, and we anticipate Q1 2020 being relatively flat to Q4 2019. Despite market conditions, we are very optimistic about Nine’s opportunity to differentiate with our unique positioning in the market to grow within our tools business. Our team has and will remain focused on driving value for our shareholders, customers and employees and will continue to follow our returns-based growth strategy into 2020.”

For the year ended December 31, 2019, the Company reported revenues of $832.9 million, net loss of $(217.8) million and adjusted EBITDA of $113.0 million. Full year 2019 adjusted net income was $9.4 million, or $0.32 per adjusted basic share. For the year ended December 31, 2019, the Company generated ROIC of 6%.

Completion Solutions

During the fourth quarter of 2019, the Company’s Completion Solutions segment, which includes the Company’s cementing, completion tools, wireline and coiled tubing services, reported revenues of $163.4 million and adjusted gross profit^E of $23.4 million.

For the year ended December 31, 2019, the Company’s Completion Solutions segment reported revenues of $774.7 million and adjusted gross profit of $154.5 million.

Other Financial Information

During the fourth quarter of 2019, the Company reported selling, general and administrative (“SG&A”) expense of $20.3 million, compared to $19.2 million for the third quarter of 2019. Depreciation and amortization expense ("D&A") in the fourth quarter of 2019 was $15.4 million, compared to $16.8 million for the third quarter of 2019.

For the year ended December 31, 2019, the Company reported SG&A expense of $81.3 million, compared to year ended December 31, 2018 SG&A expense of $73.1 million. For the year ended December 31, 2019, the Company reported D&A expense of $68.9 million, compared to year ended December 31, 2018 D&A expense of $63.8 million.

The Company recognized an income tax benefit of approximately $2.3 million in the fourth quarter of 2019 and an overall income tax benefit for the year of approximately $3.9 million, resulting in an effective tax rate of 1.8% for 2019. The fourth quarter income tax benefit was primarily attributable to a change in the Company’s deferred taxes due to the impairment associated with our Coiled Tubing and Completion Tools service lines. Cash tax expense for 2019 was approximately $0.4 million.

Liquidity and Capital Expenditures

For the year ended December 31, 2019, the Company reported net cash provided by operating activities of $101.3 million compared to the year ended December 31, 2018 net cash provided by operating activities of $89.6 million.

During the fourth quarter of 2019, total capital expenditures were $14.9 million, of which approximately 18% related to maintenance capital expenditures, compared to total capital expenditures of $10.0 million for the third quarter of 2019. For the year ended December 31, 2019, the Company reported total capital expenditures of $62.1 million of which approximately 22% related to maintenance capital expenditures, which fell within Management’s original guidance, compared to the year ended December 31, 2018 total capital expenditures of $52.6 million. Approximately $4.8 million in 2019 capital expenditures are delayed into 2020.

As of December 31, 2019, Nine’s cash and cash equivalents were $93.0 million and the Company had $99.2 million of availability under the revolving credit facility, which remains undrawn, resulting in a total liquidity position of $192.2 million as of December 31, 2019.

^ABCDESee end of press release for definitions

Conference Call Information

The call is scheduled for Monday, March 9, 2020 at 9:00 am Central Time. Participants may join the live conference call by dialing U.S. (Toll Free): [phone] or International: [phone] 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 March 23, 2020 and may be accessed by dialing U.S. (Toll Free): [phone] or International: [phone] and entering the passcode of 13697764.

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

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

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. Forward-looking statements also include statements that refer to or are based on projections, uncertain events or assumptions. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among other things, the general energy service industry risks; volatility of crude oil and natural gas commodity prices; a decline in demand for the Company’s services, including due to declining commodity prices; the Company’s ability to implement price increases or maintain pricing of the Company’s core 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; the Company’s ability to implement and commercialize new technologies, services and tools; the Company’s ability to grow its completion tool business; the Company’s ability to reduce capital expenditures; the Company’s ability to accurately predict customer demand; the loss of, or interruption or delay in operations by, one or more significant customers; the loss of or interruption in operations of one or more key suppliers; the adequacy of the Company’s capital resources and liquidity; the incurrence of significant costs and liabilities resulting from litigation; the loss of, or inability to attract, key personnel; the Company’s ability to successfully integrate recently acquired assets and operations and realize anticipated revenues, cost savings or other benefits thereof; 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, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
		Three Months Ended							Year Ended December 31,
		December 31, 2019			September 30, 2019				2019			2018
Revenues		$	163,410		$	202,305			$	832,937		$	827,174
Cost and expenses
Cost of revenues (exclusive of depreciation and
amortization shown separately below)			139,985			166,849				669,979			639,298
General and administrative expenses			20,348			19,222				81,327			73,078
Depreciation			10,972			12,196				50,544			54,257
Amortization of intangibles			4,442			4,609				18,367			9,558
Impairment of property and equipment			66,200			-				66,200			45,694
Impairment of goodwill			20,273			-				20,273			12,986
Impairment of intangibles			114,804			-				114,804			19,065
(Gain) loss on revaluation of contingent liabilities			(486	)		(5,771	)			(21,187	)		3,262
Loss on sale of subsidiaries			62			15,834				15,896			-
(Gain) loss on sale of property and equipment			261			(466	)			(538	)		(1,731	)
Loss from operations			(213,451	)		(10,168	)			(182,728	)		(28,293	)
Interest expense			9,830			9,843				39,770			22,939
Interest income			(421	)		(111	)			(860	)		(624	)
Loss before income taxes			(222,860	)		(19,900	)			(221,638	)		(50,608	)
Provision (benefit) for income taxes			(2,339	)		727				(3,887	)		2,375
Net loss		$	(220,521	)	$	(20,627	)		$	(217,751	)	$	(52,983	)
Loss per share
Basic		$	(7.51	)	$	(0.70	)		$	(7.43	)	$	(2.17	)
Diluted		$	(7.51	)	$	(0.70	)		$	(7.43	)	$	(2.17	)
Weighted average shares outstanding
Basic			29,367,436			29,361,633				29,308,107			24,411,213
Diluted			29,367,436			29,361,633				29,308,107			24,411,213
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments, net of tax of $0 and $0		$	115		$	(179	)		$	376		$	(1,159	)
Total other comprehensive income (loss), net of tax			115			(179	)			376			(1,159	)
Total comprehensive loss		$	(220,406	)	$	(20,806	)		$	(217,375	)	$	(54,142	)

NINE ENERGY SERVICE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
		At December 31,
		2019				2018
Assets
Current assets
Cash and cash equivalents		$	92,989			$	63,615
Accounts receivable, net			96,889				154,783
Income taxes receivable			660				-
Inventories, net			60,945				91,435
Prepaid expenses and other current assets			17,434				15,717
Notes receivable from shareholders			-				7,626
Total current assets			268,917				333,176
Property and equipment, net			128,604				211,644
Definite-lived intangible assets, net			147,991				173,451
Goodwill			296,196				307,804
Indefinite-lived intangible assets			1,000				108,711
Other long-term assets			8,187				6,386
Total assets		$	850,895			$	1,141,172
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable		$	35,490			$	46,132
Accrued expenses			24,730				61,434
Current portion of capital lease obligations			995				665
Income taxes payable			-				57
Total current liabilities			61,215				108,288
Long-term liabilities
Long-term debt			392,059				424,978
Deferred income taxes			1,588				5,915
Long-term capital lease obligations			2,201				2,330
Other long-term liabilities			3,955				4,838
Total liabilities			461,018				546,349
Stockholders’ equity
Common stock (120,000,000 shares authorized at $.01 par value; 30,555,677 and 30,163,408 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively)			306				302
Additional paid-in capital			758,853				746,428
Accumulated other comprehensive loss			(4,467	)			(4,843	)
Accumulated deficit			(364,815	)			(147,064	)
Total stockholders’ equity			389,877				594,823
Total liabilities and stockholders’ equity		$	850,895			$	1,141,172

NINE ENERGY SERVICE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
		Year Ended December 31,
		2019				2018
Cash flows from operating activities
Net loss		$	(217,751	)		$	(52,983	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation			50,544				54,257
Amortization of intangibles			18,367				9,558
Amortization of deferred financing costs			2,984				2,966
Provision for (recovery of) doubtful accounts			849				(268	)
Provision (benefit) for deferred income taxes			(4,327	)			898
Provision for inventory obsolescence			5,148				844
Impairment of property and equipment			66,200				45,694
Impairment of goodwill			20,273				12,986
Impairment of intangibles			114,804				19,065
Stock-based compensation expense			14,057				13,221
Gain on sale of property and equipment			(538	)			(1,731	)
(Gain) loss on revaluation of contingent liabilities			(21,187	)			3,262
Loss on sale of subsidiaries			15,896				-
Loss on equity investment			-				347
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable, net			41,852				(24,972	)
Inventories, net			22,545				(15,041	)
Prepaid expenses and other current assets			2,395				(5,722	)
Accounts payable and accrued expenses			(27,901	)			27,156
Income taxes receivable/payable			(294	)			(255	)
Other assets and liabilities			(2,611	)			295
Net cash provided by operating activities			101,305				89,577
Cash flows from investing activities
Acquisitions, net of cash acquired			1,020				(349,986	)
Proceeds from sale of subsidiaries			16,914				-
Proceeds from sales of property and equipment			3,702				2,183
Proceeds from property and equipment casualty losses			1,576				1,743
Proceeds from notes receivable payments			7,626				2,941
Purchases of property and equipment			(64,959	)			(46,646	)
Net cash used in investing activities			(34,121	)			(389,765	)
Cash flows from financing activities
Proceeds from revolving credit facilities			10,000				35,000
Payments on revolving credit facilities			(45,000	)			(96,182	)
Proceeds from Senior Notes			-				400,000
Proceeds from term loan			-				125,000
Payments on term loans			-				(270,975	)
Payments on capital leases			(903	)			(128	)
Payments of contingent liabilities			(374	)			(3,445	)
Proceeds from issuance of common stock in IPO, net of offering costs			-				171,450
Proceeds from other issuances of common stock			-				300
Proceeds from exercise of stock options			15				2,905
Vesting of restricted stock			(1,643	)			(927	)
Cost of debt issuance			-				(16,307	)
Net cash provided by (used in) financing activities			(37,905	)			346,691
Impact of foreign currency exchange on cash			95				(401	)
Net increase in cash and cash equivalents			29,374				46,102
Cash and cash equivalents
Beginning of period			63,615				17,513
End of period		$	92,989			$	63,615

NINE ENERGY SERVICE, INC.
SEGMENT DATA
(In Thousands)
(Unaudited)
		Three Months Ended							Year Ended December 31,
		December 31, 2019			September 30, 2019				2019			2018
Revenues
Completion Solutions		$	163,410		$	186,252			$	774,665		$	745,316
Production Solutions			-			16,053				58,272			81,858
		$	163,410		$	202,305			$	832,937		$	827,174
Cost of revenues (1)
Completion Solutions		$	139,985		$	152,679			$	620,125		$	568,497
Production Solutions			-			14,170				49,854			70,801
		$	139,985		$	166,849			$	669,979		$	639,298
Adjusted gross profit
Completion Solutions		$	23,425		$	33,573			$	154,540		$	176,819
Production Solutions			-			1,883				8,418			11,057
		$	23,425		$	35,456			$	162,958		$	187,876
General and administrative expenses			20,348			19,222				81,327			73,078
Depreciation			10,972			12,196				50,544			54,257
Amortization of intangibles			4,442			4,609				18,367			9,558
Impairment of property and equipment			66,200			-				66,200			45,694
Impairment of goodwill			20,273			-				20,273			12,986
Impairment of intangibles			114,804			-				114,804			19,065
(Gain) loss on revaluation of contingent liabilities			(486	)		(5,771	)			(21,187	)		3,262
Loss on sale of subsidiaries			62			15,834				15,896			-
(Gain) loss on sale of property and equipment			261			(466	)			(538	)		(1,731	)
Loss from operations		$	(213,451	)	$	(10,168	)		$	(182,728	)	$	(28,293	)
Capital expenditures
Completion Solutions		$	14,888		$	9,146			$	59,231		$	48,361
Production Solutions			-			804				2,790			3,548
Corporate			-							93			661
		$	14,888		$	9,950			$	62,114		$	52,570
Total assets
Completion Solutions		$	739,142		$	977,633			$	739,142		$	1,045,643
Production Solutions			-			-				-			35,086
Corporate			111,753			103,950				111,753			60,443
		$	850,895		$	1,081,583			$	850,895		$	1,141,172
		Three Months Ended							Year Ended December 31,
		December 31, 2019			September 30, 2019				2019			2018
Revenue by country
United States		$	163,158		$	195,400			$	814,639		$	796,221
Canada and other			252			6,905				18,298			30,953
		$	163,410		$	202,305			$	832,937		$	827,174
		Three Months Ended							Year Ended December 31,
		December 31, 2019			September 30, 2019				2019			2018
Long-lived assets (2)
United States		$	271,791		$	351,772			$	271,791		$	377,623
Canada and other			4,804			6,633				4,804			7,472
		$	276,595		$	358,405			$	276,595		$	385,095
(1) Excludes depreciation and amortization, shown separately.
(2) Inclusive of property and equipment and definite-lived intangible assets.

NINE ENERGY SERVICE, INC.
RECONCILIATION OF ADJUSTED GROSS PROFIT
(In Thousands)
(Unaudited)
		Three Months Ended					Year Ended December 31,
		December 31, 2019		September 30, 2019			2019		2018
Calculation of gross profit
Revenues		$	163,410	$	202,305		$	832,937	$	827,174
Cost of revenues (exclusive of depreciation and
amortization shown separately below)			139,985		166,849			669,979		639,298
Depreciation (related to cost of revenues)			8,090		11,994			47,006		53,358
Amortization of intangibles			4,442		4,609			18,367		9,558
Gross profit		$	10,893	$	18,853		$	97,585	$	124,960
Adjusted gross profit (excluding depreciation and amortization)
reconciliation
Gross profit		$	10,893	$	18,853		$	97,585	$	124,960
Depreciation (related to cost of revenues)			8,090		11,994			47,006		53,358
Amortization of intangibles			4,442		4,609			18,367		9,558
Adjusted gross profit		$	23,425	$	35,456		$	162,958	$	187,876

NINE ENERGY SERVICE, INC.
RECONCILIATION OF EBITDA AND ADJUSTED EBITDA
(In Thousands)
(Unaudited)
		Three Months Ended							Year Ended December 31,
		December 31, 2019			September 30, 2019				2019			2018
EBITDA reconciliation:
Net loss		$	(220,521	)	$	(20,627	)		$	(217,751	)	$	(52,983	)
Interest expense			9,830			9,843				39,770			22,939
Interest income			(421	)		(111	)			(860	)		(624	)
Depreciation			10,972			12,196				50,544			54,257
Amortization of intangibles			4,442			4,609				18,367			9,558
Provision (benefit) for income taxes			(2,339	)		727				(3,887	)		2,375
EBITDA		$	(198,037	)	$	6,637			$	(113,817	)	$	35,522
Impairment of property and equipment			66,200			-				66,200			45,694
Impairment of goodwill			20,273			-				20,273			12,986
Impairment of intangibles			114,804			-				114,804			19,065
Transaction and integration costs			4,183			1,418				13,047			10,327
Loss on equity method investment			-			-				-			347
(Gain) loss on revaluation of contingent liabilities (1)			(486	)		(5,771	)			(21,187	)		3,262
Loss on sale of subsidiaries			62			15,834				15,896			-
Restructuring charges			713			3,263				3,976			-
Stock-based compensation expense			3,504			3,286				14,057			13,221
Gain (loss) on sale of property and equipment			261			(466	)			(538	)		(1,731	)
Legal fees and settlements (2)			142			22				307			2,358
Adjusted EBITDA		$	11,619		$	24,223			$	113,018		$	141,051

(1) Amounts relate to the revaluation of contingent liabilities associated with the Company's recent acquisitions. The impact is included in the Company's Condensed Consolidated Statements of Income and Comprehensive Income (Loss).

(2) Amounts represent fees and legal settlements associated with legal proceedings brought pursuant to the Fair Labor Standards Act and/or similar state laws.

NINE ENERGY SERVICE, INC.
RECONCILIATION OF ROIC CALCULATION
(In Thousands)
(Unaudited)
	Three Months Ended							Year Ended December 31,
	December 31, 2019			September 30, 2019				2019			2018
Net loss	$	(220,521	)	$	(20,627	)		$	(217,751	)	$	(52,983	)
Add back:
Impairment of property and equipment		66,200			-				66,200			45,694
Impairment of goodwill		20,273			-				20,273			12,986
Impairment of intangibles		114,804			-				114,804			19,065
Interest expense		9,830			9,843				39,770			22,939
Interest income		(421	)		(111	)			(860	)		(624	)
Transaction and integration costs		4,183			1,418				13,047			10,327
Restructuring charges		713			3,263				3,976			-
Loss on sale of subsidiaries		62			15,834				15,896			-
Provision (benefit) for deferred income taxes		(1,451	)		143				(4,327	)		898
After-tax net operating profit (loss)	$	(6,328	)	$	9,763			$	51,028		$	58,302
Total capital as of prior period-end:
Total stockholders' equity	$	606,779		$	624,309			$	594,823		$	287,358
Total debt		400,000			400,000				435,000			242,235
Less: cash and cash equivalents		(93,321	)		(16,886	)			(63,615	)		(17,513	)
Total capital as of prior period-end:	$	913,458		$	1,007,423			$	966,208		$	512,080
Total capital as of period-end:
Total stockholders' equity	$	389,877		$	606,779			$	389,877		$	594,823
Total debt		400,000			400,000				400,000			435,000
Less: cash and cash equivalents		(92,989	)		(93,321	)			(92,989	)		(63,615	)
Total capital as of period-end:	$	696,888		$	913,458			$	696,888		$	966,208
Average total capital	$	805,173		$	960,441			$	831,548		$	739,144
ROIC		-3%			4%				6%			8%

NINE ENERGY SERVICE, INC.
RECONCILIATION OF ADJUSTED BASIC EARNINGS (LOSS) PER SHARE CALCULATION
(In Thousands)
(Unaudited)
	Three Months Ended							Year Ended December 31,
	December 31, 2019			September 30, 2019				2019			2018
Reconciliation of adjusted net income (loss):
Net loss	$	(220,521	)	$	(20,627	)		$	(217,751	)	$	(52,983	)
Add back:
Impairment of property and equipment (a)		66,200			-				66,200			45,694
Impairment of goodwill (a)		20,273			-				20,273			12,986
Impairment of intangibles (a)(b)		114,804			-				114,804			19,065
Transaction and integration costs (c)		4,183			1,418				13,047			10,327
Commitment fee (d)		-			-				-			6,900
Restructuring charges		713			3,263				3,976			-
Loss on sale of subsidiaries		62			15,834				15,896			-
Less: Tax benefit from add backs		(2,467	)		(4,571	)			(7,038	)		(1,375	)
Adjusted net income (loss)	$	(16,753	)	$	(4,683	)		$	9,407		$	40,614
Weighted average shares
Weighted average shares outstanding for basic		29,367,436			29,361,633				29,308,107			24,411,213
and adjusted basic earnings (loss) per share
Earnings (loss) per share:
Basic loss per share	$	(7.51	)	$	(0.70	)		$	(7.43	)	$	(2.17	)
Adjusted basic earnings (loss) per share	$	(0.57	)	$	(0.16	)		$	0.32		$	1.66

a) Impairment charges were due to deteriorating market conditions in the Company's Completion Solutions segment attributed to the

reduction of the need for coil tubing during the drill-out phase of the overall completions process attributed to a recent decline in exploration and production capital budgets and activity, the over-supply of coil tubing units and the introduction of dissolvable plug technology.

b) Impairment charges were primarily due to transition of certain trade names associated with recent acquisitions to the Company's trade names in order to better funnel and allocate resources, create a stronger identity, facilitate cross-selling and streamline and simplify

communication with existing customers.

(c) Amounts for each period presented represent transaction and integration costs, including the cost of inventory that was stepped up to fair value during purchase accounting associated with recent acquisitions, including the Company’s IPO.

(d) Amount represents commitment fee associated with a potential bridge financing in the fourth quarter of 2018.

^AAdjusted EBITDA is defined as net income (loss) before interest, taxes, and depreciation and amortization, further adjusted for (i) property and equipment, goodwill, and/or intangible asset impairment charges, (ii) transaction and integration costs related to acquisitions and our IPO, (iii) loss or gains on the sale of subsidiaries, (iv) loss or gains from the revaluation of contingent liabilities, (v) loss or gains on equity method investment, (vi) stock-based compensation expense, (vii) loss or gains on sale of property and equipment and (viii) 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 and restructuring costs. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. Management believes Adjusted EBITDA and Adjusted EBITDA margin are useful because they allow us 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 help identify underlying trends in our operations that could otherwise be distorted by the effect of the impairments, acquisitions and dispositions and costs that are not reflective of the ongoing performance of our business.

^BAdjusted Basic Earnings Per Share is defined as adjusted net income (loss), divided by weighted average basic shares outstanding. Management believes Adjusted Basic Earnings Per Share is useful because it allows us to more effectively evaluate our operating performance and compare the results of our operations from period to period and help identify underlying trends in our operations that could otherwise be distorted by the effect of the impairments and acquisitions.

^CReturn on Invested Capital (“ROIC”) is defined as after-tax net operating profit (loss), divided by average total capital. We define after-tax net operating profit (loss) as net income (loss) plus (i) property and equipment, goodwill, and/or intangible asset impairment charges, (ii) transaction and integration costs related to acquisitions and our IPO, (iii) interest expense (income), (iv) restructuring charges, (v) loss or gain on the sale of subsidiaries, and (vi) the provision or benefit for deferred income taxes. We define total capital as book value of equity plus the book value of debt less balance sheet cash and cash equivalents. We compute the average of the current and prior period-end adjusted total capital for use in this analysis. Management believes ROIC is a meaningful measure because it quantifies how well we generate operating income relative to the capital we have invested in our business and illustrates the profitability of a business or project taking into account the capital invested. Management uses ROIC to assist them in capital resource allocation decisions and in evaluating business performance.

^DAdjusted Net Income (Loss) is defined as net income (loss) adjusted for (i) property and equipment, goodwill and/or intangible asset impairment charges, (ii) transaction and integration costs related to acquisitions and our IPO, including the commitment fee associated with a potential bridge financing in connection with an acquisition, (iii) restructuring charges, (iv) loss or gain on the sale of subsidiaries and (v) the income tax impact of such adjustments. Management believes Adjusted Net Income is useful because it allows us to more effectively evaluate our operating performance and compare the results of our operations from period to period and help identify underlying trends in our operations that could otherwise be distorted by the effect of the impairments and acquisitions.

^EAdjusted Gross Profit is defined as revenues less cost of revenues excluding depreciation and amortization. This measure differs from the GAAP definition of gross profit because we do not include the impact of depreciation and amortization, which represent non-cash expenses. Our management uses adjusted gross profit to evaluate operating performance. We prepare adjusted gross profit (excluding depreciation and amortization) to eliminate the impact of depreciation and amortization because we do not consider depreciation and amortization indicative of our core operating performance.

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