HOUSTON, May 5, 2020 /PRNewswire/ -- NexTier Oilfield
Solutions Inc. (NYSE: NEX) ("NexTier" or the "Company") today
reported first quarter 2020 financial and operational results.
On October 31, 2019, NexTier
completed its previously announced merger between Keane Group Inc.
("Keane") and C&J Energy Services, Inc. ("C&J"), and
concurrent with closing, Keane, as the parent company, was renamed
NexTier Oilfield Solutions Inc. Given the merger close date
of October 31, 2019, GAAP financial
results for the fourth quarter of 2019 include the full quarterly
results of legacy Keane, and legacy C&J results from
November 1, 2019 through December 31, 2019. Pro forma financial
results(1) for the fourth quarter of 2019 include the
full quarterly results of both Keane and C&J giving effect to
the merger as if it had closed on January 1,
2019.
First Quarter 2020 Results and Recent Highlights
- Reported GAAP revenue of $627.6
million in the first quarter of 2020, compared to
$528.2 million of GAAP revenue and
pro forma revenue of $648.4 million
in the fourth quarter of 2019
- Reported GAAP net loss of $71.8
million in the first quarter of 2020, compared to GAAP net
loss of $82.9 million and pro forma
net loss of $106.6 million in the
fourth quarter of 2019
- Achieved Adjusted EBITDA(2) of $72.0 million in the first quarter of 2020,
compared to pro forma Adjusted EBITDA of $77.6 million in the fourth quarter of 2019
- Averaged 27 fully-utilized fracturing fleets in the first
quarter of 2020, compared to 25 average pro forma fully-utilized
fracturing fleets in the fourth quarter of 2019
- Generated Completion Services segment Adjusted Gross Profit of
$97.9 million in the first quarter of
2020, compared to Adjusted Gross Profit of $105.1 million in the fourth quarter of 2019
- Reported revenue of $460.4
million in the first quarter of 2020 when considering only
fracturing and bundled wireline, as compared revenue of
$403.8 and to pro forma revenue of
$449.7 million in the fourth quarter
of 2019
- Achieved Adjusted Gross Profit(2), when taking only
fracturing and bundled wireline into account, of $90.7 million in the first quarter of 2020,
compared to pro forma Adjusted Gross Profit of $97.7 million in the fourth quarter of 2019
- Generated annualized Adjusted gross profit per fully-utilized
fracturing fleet(2), when only taking fracturing and
bundled wireline into account, of $13.4
million in the first quarter of 2020, compared to pro forma
annualized adjusted gross profit per fully-utilized fracturing
fleet of $15.6 million in the fourth
quarter of 2019
- Nearing completion on integration program related to the merger
between Keane and C&J, and recently achieved targeted
annualized run rate cost synergies of $125
million
- Exited the first quarter of 2020 with total liquidity of
$590.8 million and no term loan
maturities through 2025
- Divested our Well Support Services segment on March 9, 2020 to Basic Energy Services for
$93.7 million in total consideration,
before transaction costs, escrowed amounts and subject to customary
working capital adjustments
Management Commentary
"Market conditions during much of the first quarter of 2020 were
as expected, as customers increased completions activity to start
the year and budget exhaustion and seasonal headwinds abated, said
Robert Drummond, President and Chief
Executive officer of NexTier. "The environment dramatically
deteriorated in the final weeks of March, driven by sudden and
unexpected supply and demand shocks. We acted decisively to
preserve cash and protect the balance sheet in response, idling a
portion of our previously active completions fleet, and sizing our
operations and cost structure to align with market demand, while
positioning ourselves to act quickly and expand when activity
rebounds. I am proud to lead a proven team who has banded together
in the face of unprecedented challenges to uphold our safety and
service commitment to customers."
"We delivered strong first quarter results, including
sequentially higher frac utilization and stable Adjusted EBITDA
margins, while exiting the quarter with total liquidity of
$590.8 million," said Kenny Pucheu, Chief Financial Officer of
NexTier. "We completed the divestiture of our Well Support Services
business in early March 2020 in a
transaction that streamlined our operations, unlocked further cost
reductions, and accelerated approximately five years of free cash
flow onto our balance sheet. We are nearing completion on our
integration efforts associated with the merger between Keane and
C&J, and recently achieved our targeted run-rate cost synergies
of $125 million."
"While the duration and magnitude of the oil demand shock
remains uncertain, I am confident in NexTier's lasting power,
supported by our fortified balance sheet and playbook to navigate
the challenging road ahead," continued Mr. Drummond. "NexTier is
differentiated with several unique levers including our
high-quality partners, leading safety and service quality,
attractive gas basin exposure and international outlet. We have a
proven management system, and we are proud of our track-record of
meeting financial and operating commitments to investors, forging
lasting partnerships, maintaining disciplined capital position,
leading consolidation and achieving world-class integration. We are
determined to emerge from this downturn even stronger and better
prepared to meet customer demand and deliver long-term value to
stakeholders."
"We honor and support the countless people across the globe that
continue to be impacted by the COVID-19 pandemic, and we remain
vigilant in protecting the health and well-being of our employees,
partners, and the communities in which we operate. The impact on
NexTier employees has been significant. We appreciate the patience,
understanding and commitment exhibited by our current and separated
colleagues," concluded Mr. Drummond.
First Quarter 2020 Financial Results
GAAP revenue totaled $627.6
million in the first quarter of 2020, compared to GAAP revenue
of $528.2 million and pro forma
revenue of $648.4 million in the
fourth quarter of 2019.
GAAP net loss totaled $71.8
million, or $0.34 per
diluted share, in the first quarter of 2020, compared to GAAP net
loss of $82.9 million, or
$0.47 per diluted share and pro forma
net loss of $106.6 million, or
$0.50 per diluted share, in the
fourth quarter of 2019. Adjusted net loss(2)
totaled $20.1 million, or
$0.09 per diluted share, in the
first quarter of 2020, compared to pro forma Adjusted net loss of
$19.1 million, or $0.09 per diluted share, in the fourth quarter of
2019.
GAAP selling, general and administrative expense ("SG&A")
totaled $56.9 million in the
first quarter of 2020, compared to GAAP SG&A(2) of
$42.7 million and pro forma SG&A
of $70.1 million in the fourth
quarter of 2019. Adjusted SG&A totaled $47.9 million in the first quarter of 2020,
compared to pro forma Adjusted SG&A of $54.2 million in the fourth quarter of
2019.
Adjusted EBITDA totaled $72.0
million in the first quarter of 2020, compared to pro forma
Adjusted EBITDA of $77.6 million in
the fourth quarter of 2019.
First Quarter 2020 Management Adjustments
Adjusted EBITDA in the first quarter of 2020 includes management
adjustments of approximately $51.6
million, consisting primarily of $34.3 million for impairment of assets including
goodwill, $8.6 million of market
adjustments, $5.5 million of non-cash
stock compensation expense, and $12.8
million of merger and integration costs, partially offset by
a gain from the sale of the Well Support Services business of
$8.0 million.
During the first quarter of 2020, energy equity markets
deteriorated and negatively impacted our market capitalization,
driven by significant declines in crude oil prices resulting from
demand destruction from the COVID-19 pandemic and global
oversupply. These factors were deemed triggering events which
led to a test for goodwill impairment and prompted us to record a
non-cash impairment charge of $32.6
million within our Completions Services and Well
Construction and Intervention reporting units.
Completion Services
GAAP revenue in our Completion Services segment totaled
$512.9 million in the first quarter
of 2020, compared to GAAP revenue of $440.3
million and pro forma revenue of $509.8 million for this segment in the fourth
quarter of 2019. Increased utilization was offset by reduced
prices in the first quarter of 2020, resulting in mostly unchanged
revenue as compared to the fourth quarter of 2019. Adjusted
Gross Profit totaled $97.9 million in
the first quarter of 2020, compared to Adjusted Gross Profit of
$105.1 million and pro forma Adjusted
Gross Profit of $105.6 million in the
fourth quarter of 2019. Net loss totaled $13.1 million in the first quarter of 2020,
compared to pro forma net loss of $21.5
million in the fourth quarter of 2019.
The Company had an average of 27 fully-utilized fracturing
fleets in the first quarter of 2020. When taking only
fracturing and bundled wireline into account, annualized Adjusted
Gross Profit per fully-utilized fracturing fleet totaled
$13.4 million in the first quarter of
2020, compared to annualized pro forma Adjusted Gross Profit per
fully-utilized fracturing fleet of $15.6
million in the fourth quarter of 2019.
Well Construction and Intervention Services
GAAP revenue in our Well Construction and Intervention
("WC&I") Services segment, totaled $56.8
million in the first quarter of 2020, compared to GAAP
revenue of $39.4 million and pro
forma revenue of $57.7 million in the
fourth quarter of 2019. Adjusted Gross Profit totaled $8.8 million in the first quarter of 2020,
compared to Adjusted Gross Profit of $6.8
million and pro forma Adjusted Gross Profit of $9.1 million in the fourth quarter of 2019.
Net income totaled $3.0 million in
the first quarter of 2020, compared to pro forma net income of
$0.3 million in the fourth quarter of
2019.
Well Support Services
On March 9, 2020, the Company
announced it had completed the divestiture of its Well Support
Services segment. As a result, results for the first quarter of
2020 for this segment reflect operations from January 1, 2020 through the date of sale.
Subsequent to this divestiture, the Company's reportable segments
are (i) Completion Services and (ii) Well Construction and
Intervention Services.
GAAP revenue in our Well Support Services segment totaled
$57.9 million in the first quarter of
2020, compared to $48.6 million of
GAAP revenue and $80.9 million
of pro forma revenue in the fourth quarter of 2019. Adjusted Gross
Profit totaled $12.3 million in the
first quarter of 2020, compared to Adjusted Gross Profit of
$8.0 million and pro forma Adjusted
Gross Profit of $14.9 million in the
fourth quarter of 2019. The sequential decrease in revenue
was primarily driven by the divestiture of the Well Support
Services business in early March 2020. Net income totaled
$10.9 million in the first quarter of
2020, compared to pro forma net income of $5.3 million in the fourth quarter of 2019.
Balance Sheet and Capital
Total debt outstanding as of March 31,
2020 totaled $512.1 million,
net of debt discounts and deferred finance costs and excluding
lease obligations. As of March 31,
2020, total available liquidity was $590.8 million, comprised of cash and equivalents
of $489.4 million, including
asset-based credit facility borrowings of $175.0 million, and $101.4
million of available borrowing capacity under our
asset-based credit facility.
Total operating cash flow was $48.5
million and cash flow used in investing activities was
$39.3 million, resulting in free cash
flow of $9.2 million in the first
quarter of 2020. Excluding cash used for merger and
integration related costs of $14.7 million, combined Adjusted free cash
flow(2) totaled $24.0 million in the first quarter of
2020.
On March 9, 2020, we divested our
Well Support Services segment to Basic Energy Services for
approximately $93.7 million in total
consideration that included $59.35
million in cash consideration before transaction costs,
escrowed amounts, and subject to customary working capital
adjustments.
On March 23, 2020, NexTier reduced
and refined its 2020 total capital expenditures guidance, which it
now expects to total between $100
million and $120 million, subject to market conditions.
Capital expenditures in 2020 will be driven by strategic innovation
investments and maintenance capital expenditures, and reflects a
reduction of more than 50% at the midpoint versus the Company's
previous outlook of $210 million. The
Company continues to expect its 2020 capital expenditures to be
weighted to the first half of 2020, driven by the delivery of
certain strategic innovation investments, with second half of 2020
spending mainly driven by maintenance.
Integration Update
The Company is nearing completion of its integration
program related to the merger between Keane and C&J,
including the achievement of its targeted run-rate cost synergies
of $125 million. Following the
successful completion of its integration program, Greg Powell, Executive Vice President and Chief
Integration Officer, announced his intention to resign from NexTier
later this month.
Coronavirus Monitoring and Planning
The Company is monitoring the spread and impact of the
coronavirus closely, and is implementing measures in accordance
with local directives, as well as internal policies, to protect
employees and limit business interruption. These measures include
restriction on travel and employee contact in certain regions,
employee education, enhanced customer and supplier communication,
alternative sourcing, and other measures. The Company is also
preparing mitigation plans for further or prolonged impact from the
coronavirus.
Conference Call Information
On May 6, 2020, NexTier will hold
a conference call for investors at 7:30 a.m.
Central Time (8:30 a.m. Eastern
Time) to discuss first quarter 2020 financial and operating
results. Hosting the call will be management of NexTier, including
Robert Drummond, President and Chief
Executive Officer and Kenny Pucheu,
Senior Vice President and Chief Financial Officer. The call can be
accessed via a live webcast accessible on our website at
www.nextierofs.com or live over the telephone by dialing (855)
560-2574, or for international callers, (412) 542-4160. A replay
will be available shortly after the call and can be accessed by
dialing (877) 344-7529, or for international callers, (412)
317-0088. The passcode for the replay is 10141927. The replay will
be available until May 13, 2020. An
archive of the webcast will be available shortly after the call on
our website at www.nextierofs.com for twelve months following the
call.
About NexTier Oilfield Solutions
Headquartered in Houston,
Texas, NexTier is an industry-leading U.S. land oilfield
service company, with a diverse set of well completion and
production services across the most active and demanding
basins. Our integrated solutions approach delivers efficiency
today, and our ongoing commitment to innovation helps our customers
better address what is coming next. NexTier is differentiated
through four points of distinction, including safety performance,
efficiency, partnership and innovation. At NexTier, we
believe in living our core values from the basin to the boardroom,
and helping customers win by safely unlocking affordable, reliable
and plentiful sources of energy.
Pro forma information and Non-GAAP Financial Measures
(1)
|
Pro forma information
before management adjustments was determined in accordance with
Article 11 of Regulation S-X and is presented to enhance
comparability to the prior quarter pre-merger operating results by
adjusting for the merger of Keane and C&J.
|
|
|
(2)
|
The Company has
included in this press release certain non-GAAP financial measures,
some of which are calculated on a consolidated basis, segment
basis, product line basis, combined basis or pro forma basis,
including Adjusted EBITDA, Adjusted Gross Profit, Adjusted Net
Income (loss), free cash flow, Adjusted free cash flow, Adjusted
SG&A and annualized adjusted gross profit per fully-utilized
fracturing fleet. These measurements provide supplemental
information which the Company believes is useful to analysts and
investors to evaluate its ongoing results of operations, when
considered alongside GAAP measures such as net income and operating
income. These non-GAAP financial measures exclude the
financial impact of items management does not consider in assessing
the Company's ongoing operating performance, and thereby facilitate
review of the Company's operating performance on a period-to-period
basis. Other companies may have different capital structures,
and comparability to the Company's results of operations may be
impacted by the effects of acquisition accounting on its
depreciation and amortization. As a result of the effects of
these factors and factors specific to other companies, the Company
believes Adjusted EBITDA, Adjusted Gross Profit, Adjusted SG&A
and Adjusted Net Income provide helpful information to analysts and
investors to facilitate a comparison of its operating performance
to that of other companies. The Company believes free cash
flow and Adjusted free cash flow is important to investors in that
it provides a useful measure to assess management's effectiveness
in the areas of profitability and capital management.
Annualized Gross Profit per fully-utilized fracturing fleet is used
to evaluate the operating performance of the business line for
comparable periods, and the Company believes it is important as an
indicator of operating performance of our fracturing and bundled
wireline product line because it excludes the effects of the
capital structure and certain non-cash items from the product
line's operating results. For a reconciliation of these
non-GAAP measures, please see the tables at the end of this press
release.
|
|
|
(3)
|
Non-GAAP Measure
Definitions: Adjusted EBITDA is defined as net income (loss)
adjusted to eliminate the impact of interest, income taxes,
depreciation and amortization, along with certain items management
does not consider in assessing ongoing performance. Adjusted Gross
Profit is defined as revenue less cost of services, further
adjusted to eliminate items in cost of services that management
does not consider in assessing ongoing performance. Adjusted Gross
Profit at the segment level is not considered to be a non-GAAP
financial measure as it is our segment measure of profit or loss
and is required to be disclosed under GAAP pursuant to ASC 280.
Adjusted Net Income (Loss) is defined as net income (loss) plus the
after-tax amount of merger/transaction-related costs and other
non-routine items. Adjusted SG&A is defined as selling, general
and administrative expenses adjusted for severance and business
divestiture costs, merger/transaction-related costs, and other
non-routine items. Free cash flow is defined as the net increase
(decrease) in cash and cash equivalents before financing
activities, including share repurchase activity. Adjusted free cash
flow adjusts free cash flow for certain management adjustments.
Annualized Adjusted Gross Profit per fully-utilized fleet, is a
non-GAAP measure and is defined as (i) revenue less cost of
services attributable to the fracturing and bundled wireline
product line, further adjusted to eliminate items in cost of
services that management does not consider in assessing ongoing
performance for the fracturing and bundled wireline product line,
(ii) divided by the fully-utilized fracturing and bundled wireline
fleets (average deployed fleets multiplied by fleet utilization)
per quarter, and then (iii) multiplied by four.
|
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to risks and uncertainties and are made pursuant
to the safe harbor provisions of Section 27A of the Securities Act
of 1993, as amended and Section 21E of the Securities Exchange Act
of 1934, as amended. Where a forward-looking statement expresses or
implies an expectation or belief as to future events or results,
such expectation or belief is expressed in good faith and believed
to have a reasonable basis. The words "believe," "continue,"
"could," "expect," "anticipate," "intends," "estimate," "forecast,"
"project," "should," "may," "will," "would" or the negative thereof
and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements are
only predictions and involve known and unknown risks and
uncertainties, many of which are beyond the Company's control.
Statements in this press release regarding the Company that are
forward-looking, including projections as to the amount and timing
of synergies from C&J merger and the Company's 2020 guidance
and outlook information, are based on management's estimates,
assumptions and projections, and are subject to significant
uncertainties and other factors, many of which are beyond the
Company's control. These factors and risks include, but are not
limited to, (i) the competitive nature of the industry in which the
Company conducts its business, including pricing pressures; (ii)
the ability to meet rapid demand shifts; (iii) the impact of
pipeline capacity constraints and adverse weather conditions in oil
or gas producing regions; (iv) the ability to obtain or renew
customer contracts and changes in customer requirements in the
markets the Company serves; (v) the ability to identify, effect and
integrate acquisitions, joint ventures or other transactions; (vi)
the ability to protect and enforce intellectual property rights;
(vii) the effect of environmental and other governmental
regulations on the Company's operations; (viii) the effect of a
loss of, or interruption in operations of, one or more key
suppliers, including resulting from product defects, recalls or
suspensions; (ix) the variability of crude oil and natural gas
commodity prices; (x) the market price and availability of
materials or equipment; (xi) the ability to obtain permits,
approvals and authorizations from governmental and third parties;
(xii) the Company's ability to employ a sufficient number of
skilled and qualified workers to combat the operating hazards
inherent in the Company's industry; (xiii) fluctuations in the
market price of the Company's stock; (xiv) the level of, and
obligations associated with, the Company's indebtedness; (xv) the
duration, impact and severity of the COVID-19 pandemic and the
evolving response thereto, including the impact of social
distancing, shelter-in-place, shutdowns of non-essential businesses
and similar measures imposed or undertaken by governments, private
businesses or others; and (xvi) other risk factors and additional
information. In addition, material risks that could cause actual
results to differ from forward-looking statements include: the
inherent uncertainty associated with financial or other
projections; the prompt and effective integration of C&J's
businesses into the Company and the ability to achieve the
anticipated synergies and value-creation contemplated in connection
with the merger. For a more detailed discussion of such risks and
other factors, see the Company's filings with the Securities and
Exchange Commission (the "SEC"), including under the heading "Risk
Factors" in Item 1A of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31,
2019, and in the Current Report on Form 8-K dated
May 5, 2019, both available on the
SEC website or www.NexTierOFS.com. The Company assumes no
obligation to update any forward-looking statements or information,
which speak as of their respective dates, to reflect events or
circumstances after the date hereof, or to reflect the occurrence
of unanticipated events, except as may be required under applicable
securities laws. Investors should not assume that any lack of
update to a previously issued "forward-looking statement"
constitutes a reaffirmation of that statement.
Unaudited Pro Forma Financial Information
On October 31, 2019, Keane and
C&J completed their business combination and concurrent with
closing, Keane, as the parent company, was renamed NexTier.
Keane was determined to be the accounting acquirer in the merger,
and as a result, the historical financial statements of Keane,
prepared under U.S. generally accepted accounting principles
("GAAP"), for the periods prior to the merger are considered to be
the historical financial statements of NexTier.
In order to provide the most meaningful comparison of results of
operations and results by segment, supplemental unaudited pro forma
financial information has been included in the following financial
schedules. The unaudited pro forma financial information is based
on the historical consolidated financial statements and
accompanying notes of both Keane and C&J and has been prepared
to illustrate the effects of the merger, assuming the merger had
been consummated on January 1, 2019.
For all periods presented, adjustments have been made for (1) the
preliminary acquisition accounting impact, (2) accounting policy
alignment, and (3) the elimination of the impact from events that
are directly attributable to the Agreement and Plan of Merger
(e.g., non-routine merger and integration costs). The
unaudited pro forma financial information was based on and should
be read in conjunction with the separate historical financial
statements and accompanying notes contained in each of the Keane
and C&J Quarterly Reports on Form 10-Q and Annual Reports on
Form 10-K for the applicable periods. The pro forma financial
statements were prepared in accordance with Article 11 of
Regulation S-X. The unaudited pro forma financial information
has been presented for informational purposes only and is not
necessarily indicative of what NexTier's results of operations
actually would have been had the merger been completed on
January 1, 2019, nor is it indicative
of the future operating results of NexTier. The unaudited pro
forma financial information does not reflect any cost or growth
synergies that NexTier may achieve as a result of the merger,
future costs to combine the operations of Keane and C&J or the
costs necessary to achieve any cost or growth synergies.
Investor Contact:
Kenneth Pucheu
Senior Vice President - Chief Financial Officer
(713) 325-6000
investors@nextierofs.com
Marc Silverberg
Managing Director (ICR)
marc.silverberg@icrinc.com
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME
(LOSS)
|
(unaudited, amounts
in thousands, except per share data)
|
|
|
Three Months
Ended
March 31, 2020
|
|
Three Months
Ended
December 31, 2019
|
|
|
|
|
Revenue
|
$
|
627,625
|
|
|
$
|
528,216
|
|
Operating costs and
expenses:
|
|
|
|
Cost of
services
|
512,226
|
|
|
408,345
|
|
Depreciation and
amortization
|
85,821
|
|
|
82,080
|
|
Selling, general and
administrative expenses
|
56,884
|
|
|
42,698
|
|
Merger and
integration
|
12,182
|
|
|
55,972
|
|
(Gain) loss on
disposal of assets
|
(7,962)
|
|
|
3,640
|
|
Impairment
|
34,327
|
|
|
12,346
|
|
Total operating costs
and expenses
|
693,478
|
|
|
605,081
|
|
Operating
income
|
(65,853)
|
|
|
(76,865)
|
|
Other income
(expenses):
|
|
|
|
Other income
(expense), net
|
416
|
|
|
(7)
|
|
Interest
expense
|
(6,066)
|
|
|
(5,769)
|
|
Total other income
(expense)
|
(5,650)
|
|
|
(5,776)
|
|
Loss before income
taxes
|
(71,503)
|
|
|
(82,641)
|
|
Income tax benefit
(expense)
|
(253)
|
|
|
(287)
|
|
Net
loss
|
(71,756)
|
|
|
(82,928)
|
|
Other comprehensive
income (loss):
|
|
|
|
Foreign currency
translation adjustments
|
1,107
|
|
|
(87)
|
|
Hedging
activities
|
(2,620)
|
|
|
1,036
|
|
Total
comprehensive loss
|
$
|
(73,269)
|
|
|
$
|
(81,979)
|
|
|
|
|
|
Net loss per share:
basic
|
$
|
(0.34)
|
|
|
$
|
(0.47)
|
|
Net loss per share:
diluted
|
$
|
(0.34)
|
|
|
$
|
(0.47)
|
|
|
|
|
|
Weighted-average
shares: basic
|
212,842
|
|
|
177,149
|
|
Weighted-average
shares: diluted
|
212,842
|
|
|
177,149
|
|
|
Note: The
condensed consolidated statements of operations & comprehensive
income (loss) for the three month periods ended December 31, 2019
reflect the results of legacy Keane for all periods presented and
the results of legacy C&J for the period beginning on and after
November 1, 2019.
|
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
(amounts in
thousands)
|
|
|
|
March
31,
|
|
December
31,
|
|
|
2020
|
|
2019
|
ASSETS
|
|
(Unaudited)
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
489,422
|
|
|
$
|
255,015
|
|
Trade and other
accounts receivable, net
|
|
341,739
|
|
|
350,765
|
|
Inventories,
net
|
|
50,955
|
|
|
61,641
|
|
Assets held for
sale
|
|
—
|
|
|
141
|
|
Prepaid and other
current assets
|
|
47,571
|
|
|
20,492
|
|
Total current
assets
|
|
929,687
|
|
|
688,054
|
|
Operating lease
right-of-use assets
|
|
48,477
|
|
|
54,503
|
|
Finance lease
right-of-use assets
|
|
6,953
|
|
|
9,511
|
|
Property and
equipment, net
|
|
635,279
|
|
|
709,404
|
|
Goodwill
|
|
104,198
|
|
|
137,458
|
|
Intangible
assets
|
|
54,801
|
|
|
55,021
|
|
Other noncurrent
assets
|
|
7,464
|
|
|
10,956
|
|
Total
assets
|
|
$
|
1,786,859
|
|
|
$
|
1,664,907
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
|
$
|
166,697
|
|
|
$
|
115,251
|
|
Accrued
expenses
|
|
209,799
|
|
|
234,895
|
|
Customer contract
liabilities
|
|
3,000
|
|
|
60
|
|
Current maturities of
operating lease liabilities
|
|
20,214
|
|
|
23,473
|
|
Current maturities of
finance lease liabilities
|
|
3,104
|
|
|
4,594
|
|
Current maturities of
long-term debt
|
|
177,302
|
|
|
2,311
|
|
Other current
liabilities
|
|
2,730
|
|
|
5,610
|
|
Total current
liabilities
|
|
582,846
|
|
|
386,194
|
|
Long-term operating
lease liabilities, less current maturities
|
|
31,642
|
|
|
35,123
|
|
Long-term finance
lease liabilities, less current maturities
|
|
4,057
|
|
|
4,844
|
|
Long-term debt, net
less current maturities
|
|
334,804
|
|
|
335,312
|
|
Other non-current
liabilities
|
|
15,803
|
|
|
16,662
|
|
Total non-current
liabilities
|
|
386,306
|
|
|
391,941
|
|
Total
liabilities
|
|
969,152
|
|
|
778,135
|
|
Shareholders'
equity:
|
|
|
|
|
Common
stock
|
|
2,133
|
|
|
2,124
|
|
Paid-in capital in
excess of par value
|
|
972,482
|
|
|
966,762
|
|
Retained
deficit
|
|
(146,614)
|
|
|
(73,333)
|
|
Accumulated other
comprehensive loss
|
|
(10,294)
|
|
|
(8,781)
|
|
Total shareholders'
equity
|
|
817,707
|
|
|
886,772
|
|
Total liabilities
and shareholders' equity
|
|
$
|
1,786,859
|
|
|
$
|
1,664,907
|
|
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
UNAUDITED PRO
FORMA CONDENSED CONSOLIDATED STATEMENTS
OF
|
OPERATIONS
|
(amounts in
thousands)
|
|
|
Three Months
Ended
|
|
December 31,
2019
|
|
|
Revenue
|
$
|
648,434
|
|
Operating costs and
expenses:
|
|
Cost of
services
|
518,893
|
|
Depreciation and
amortization
|
89,794
|
|
Selling, general and
administrative expenses
|
70,104
|
|
Merger and
integration
|
55,023
|
|
Loss on disposal of
assets
|
2,335
|
|
Impairment
|
12,346
|
|
Total operating costs
and expenses
|
748,495
|
|
Operating
loss
|
(100,061)
|
|
Other income
(expenses):
|
|
Other income,
net
|
347
|
|
Interest
expense
|
(5,769)
|
|
Total other
expenses
|
(5,422)
|
|
Loss before income
taxes
|
(105,483)
|
|
Income tax benefit
(expense)
|
(1,070)
|
|
Net loss
|
$
|
(106,553)
|
|
|
|
Net loss per share:
basic
|
$
|
(0.50)
|
|
Net loss per share:
diluted
|
$
|
(0.50)
|
|
|
|
Weighted-average
shares, basic
|
211,909
|
|
Weighted-average
shares, diluted
|
211,909
|
|
|
Note: The pro forma
condensed consolidated statements of operations for the three month
periods ended December 31, 2019, reflect the results of operations
of legacy Keane and legacy C&J assuming the merger had occurred
on January 1, 2019. See full unaudited pro forma condensed
consolidated statements of operations for the three months ended
December 31, 2019 below.
|
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
ADDITIONAL
SELECTED FINANCIAL AND OPERATING DATA
|
(unaudited, amounts
in thousands)
|
|
|
Three Months
Ended
|
|
March 31,
2020
|
|
December 31,
2019
|
Completion
Services:
|
|
|
|
Revenue
|
$
|
512,871
|
|
|
$
|
440,253
|
|
Cost of
services
|
417,382
|
|
|
335,157
|
|
Depreciation,
amortization and administrative expenses, and impairment
|
108,591
|
|
|
76,728
|
|
Net income
(loss)
|
(13,102)
|
|
|
28,367
|
|
Adjusted gross
profit(1)
|
$
|
97,876
|
|
|
$
|
105,096
|
|
|
|
|
|
Well Construction
and Intervention Services:
|
|
|
|
Revenue
|
$
|
56,825
|
|
|
$
|
39,380
|
|
Cost of
services
|
49,253
|
|
|
32,572
|
|
Depreciation,
amortization and administrative expenses, and impairment
|
4,561
|
|
|
1,950
|
|
Net income
|
3,011
|
|
|
4,858
|
|
Adjusted gross
profit(1)
|
$
|
8,784
|
|
|
$
|
6,808
|
|
|
|
|
|
Well Support
Services:
|
|
|
|
Revenue
|
$
|
57,929
|
|
|
$
|
48,583
|
|
Cost of
services
|
45,591
|
|
|
40,616
|
|
Depreciation,
amortization and administrative expenses, and impairment
|
1,398
|
|
|
1,008
|
|
Net income
|
10,940
|
|
|
6,959
|
|
Adjusted gross
profit(1)
|
$
|
12,338
|
|
|
$
|
7,967
|
|
|
Note: The
financial and operating data for the three months ended December
31, 2019, reflect the results of legacy Keane for all periods
presented and the results of legacy C&J for the period
beginning on and after November 1, 2019.
|
|
(1)
The Company uses adjusted gross profit as its measure of
profitability for segment reporting.
|
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
ADDITIONAL
SELECTED UNAUDITED PRO FORMA FINANCIAL AND OPERATING
DATA
|
(amounts in
thousands)
|
|
|
Three Months
Ended
|
|
December 31,
2019
|
Completion
Services:
|
|
Revenue
|
$
|
509,845
|
|
Cost of
services
|
404,235
|
|
Depreciation,
amortization, administrative expenses, and impairment
|
127,086
|
|
Operating income
(loss)
|
(21,476)
|
|
Pro forma adjusted
gross profit(1)
|
$
|
105,610
|
|
|
|
Well Construction
and Intervention Services:
|
|
Revenue
|
$
|
57,650
|
|
Cost of
services
|
48,579
|
|
Depreciation,
amortization, administrative expenses, and impairment
|
8,750
|
|
Operating income
(loss)
|
321
|
|
Pro forma adjusted
gross profit(1)
|
$
|
9,071
|
|
|
|
Well Support
Services:
|
|
Revenue
|
$
|
80,939
|
|
Cost of
services
|
66,079
|
|
Depreciation,
amortization, administrative expenses, and impairment
|
9,540
|
|
Operating income
(loss)
|
5,320
|
|
Pro forma adjusted
gross profit(1)
|
$
|
14,860
|
|
|
Note: The pro
forma financial and operating data reflect the results of legacy
Keane and legacy C&J assuming the merger had occurred on
January 1, 2019.
|
|
(1)
The Company uses adjusted gross profit as its measure of
profitability for segment reporting.
|
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
ADDITIONAL
SELECTED FINANCIAL AND OPERATING DATA
|
(unaudited, amounts
in thousands)
|
|
|
Three Months Ended
March 31, 2020
|
|
Completion
Services
|
|
WC&I
|
|
Well Support
Services
|
|
Corporate
and Other
|
|
NexTier
|
Net income
(loss)
|
$
|
(13,102)
|
|
|
$
|
3,011
|
|
|
$
|
10,940
|
|
|
$
|
(72,605)
|
|
|
$
|
(71,756)
|
|
Interest expense,
net
|
—
|
|
|
—
|
|
|
—
|
|
|
6,066
|
|
|
6,066
|
|
Income tax
benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|
253
|
|
Depreciation and
amortization
|
75,540
|
|
|
4,273
|
|
|
1,527
|
|
|
4,481
|
|
|
85,821
|
|
EBITDA
|
$
|
62,438
|
|
|
$
|
7,284
|
|
|
$
|
12,467
|
|
|
$
|
(61,805)
|
|
|
$
|
20,384
|
|
Plus Management
Adjustments:
|
|
|
|
|
|
|
|
|
|
Acquisition,
integration and expansion(1)
|
3,136
|
|
|
142
|
|
|
36
|
|
|
9,445
|
|
|
12,759
|
|
Non-cash stock
compensation(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
5,451
|
|
|
5,451
|
|
Impairment of
assets
|
32,228
|
|
|
372
|
|
|
—
|
|
|
1,727
|
|
|
34,327
|
|
Market-driven
severance
|
2,994
|
|
|
1,393
|
|
|
—
|
|
|
4,224
|
|
|
8,611
|
|
Gain on sale of
business
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,045)
|
|
|
(8,045)
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,460)
|
|
|
(1,460)
|
|
Adjusted
EBITDA
|
$
|
100,796
|
|
|
$
|
9,191
|
|
|
$
|
12,503
|
|
|
$
|
(50,463)
|
|
|
$
|
72,027
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
March 31, 2020
|
Selling, general
and administrative expenses
|
|
$
|
56,884
|
|
Less Management
Adjustments:
|
|
|
Non-cash stock
compensation
|
|
(5,451)
|
|
Market-driven
severance
|
|
(5,011)
|
|
Other
|
|
1,460
|
|
Adjusted selling,
general and administrative
|
|
$
|
47,882
|
|
|
|
(1)
|
Represents
transaction costs related to the merger.
|
(2)
|
Represents non-cash
amortization of equity awards issued under the Company's Incentive
Award Plan.
|
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
UNAUDITED PRO
FORMA NON-GAAP FINANCIAL MEASURES
|
(amounts in
thousands)
|
|
|
Three Months Ended
December 31, 2019
|
|
Completion
Services
|
|
WC&I
|
|
Well Support
Services
|
|
Corporate
and Other
|
|
NexTier
|
Pro forma net
income (loss)(1)
|
$
|
(21,476)
|
|
|
$
|
321
|
|
|
$
|
5,320
|
|
|
$
|
(90,718)
|
|
|
$
|
(106,553)
|
|
Interest expense,
net
|
—
|
|
|
—
|
|
|
—
|
|
|
5,769
|
|
|
5,769
|
|
Income tax
benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
1,070
|
|
|
1,070
|
|
Depreciation and
amortization
|
79,243
|
|
|
2,801
|
|
|
2,123
|
|
|
5,627
|
|
|
89,794
|
|
Pro forma
EBITDA
|
$
|
57,767
|
|
|
$
|
3,122
|
|
|
$
|
7,443
|
|
|
$
|
(78,252)
|
|
|
$
|
(9,920)
|
|
Plus Management
Adjustments:
|
|
|
|
|
|
|
|
|
|
Acquisition,
integration and expansion(2)
|
22,676
|
|
|
391
|
|
|
76
|
|
|
31,880
|
|
|
55,023
|
|
Non-cash stock
compensation(3)
|
363
|
|
|
25
|
|
|
626
|
|
|
4,632
|
|
|
5,646
|
|
Inventory
adjustment
|
2,218
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,218
|
|
Facility
closure
|
308
|
|
|
635
|
|
|
1,043
|
|
|
—
|
|
|
1,986
|
|
Litigation
accrual
|
—
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
Tax audit
|
|
|
|
|
|
|
7,000
|
|
|
7,000
|
|
Impairment of
assets
|
—
|
|
|
—
|
|
|
—
|
|
|
12,346
|
|
|
12,346
|
|
Restructuring costs
and other
|
—
|
|
|
—
|
|
|
—
|
|
|
265
|
|
|
265
|
|
Pro forma Adjusted
EBITDA (1)
|
$
|
83,332
|
|
|
$
|
7,173
|
|
|
$
|
9,188
|
|
|
$
|
(22,129)
|
|
|
$
|
77,564
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
December 31, 2019
|
Pro forma selling,
general and administrative expenses(1)
|
|
$
|
70,104
|
|
Less Management
Adjustments:
|
|
|
Non-cash stock
compensation(3)
|
|
5,615
|
|
Litigation
accrual
|
|
3,000
|
|
Tax audit
|
|
7,000
|
|
Restructuring
costs
|
|
265
|
|
Pro forma adjusted
selling, general and administrative
|
|
$
|
54,224
|
|
|
|
(1)
|
The pro forma net
income (loss), pro forma Adjusted EBITDA and pro forma selling,
general and administrative expenses, reflect the results of
operations of legacy Keane and legacy C&J assuming the merger
had occurred on January 1, 2019. Pro forma Adjusted EBITDA is
calculated using NexTier management adjusted methodology;
historical C&J amounts have been conformed
accordingly.
|
(2)
|
Represents
transaction costs related to the merger.
|
(3)
|
Represents non-cash
amortization of equity awards issued under the Company's Incentive
Award Plan.
|
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
UNAUDITED PRO
FORMA NON-GAAP FINANCIAL MEASURES
|
(amounts in
thousands)
|
|
|
Year Ended
December 31, 2019
|
Pro forma net
loss (1)
|
$
|
(196,577)
|
|
Interest expense,
net
|
21,856
|
|
Income tax
expense
|
1,643
|
|
Depreciation and
amortization
|
369,276
|
|
Pro forma
EBITDA
|
196,198
|
|
Plus Management
Adjustments:
|
|
Acquisition,
integration and expansion
|
67,516
|
|
Non-cash stock
compensation
|
36,242
|
|
Impairment of
assets
|
92,281
|
|
Severance and stock
compensation acceleration
|
5,594
|
|
Facility
Closures
|
3,554
|
|
Inventory
Adjustments
|
4,666
|
|
Legal
|
6,600
|
|
Tax Audit
|
29,160
|
|
Other
|
4,527
|
|
Pro forma Adjusted
EBITDA (1)(2)
|
$
|
446,338
|
|
|
|
(1)
|
The pro forma net
loss and pro forma Adjusted EBITDA reflect the results of
operations of legacy Keane and legacy C&J assuming the merger
had occurred on January 1, 2019.
|
(2)
|
Pro forma Adjusted
EBITDA is calculated using NexTier management adjustment
methodology; historical C&J amounts have been conformed
accordingly.
|
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
UNAUDITED PRO
FORMA NON-GAAP FINANCIAL MEASURES
|
(amounts in
thousands)
|
|
|
Three Months Ended
March 31, 2020
|
|
Completion
Services
|
|
WC&I
|
|
Well Support
Services
|
|
Total
|
Revenue
|
$
|
512,871
|
|
|
$
|
56,825
|
|
|
57,929
|
|
|
$
|
627,625
|
|
Cost of
services
|
417,382
|
|
|
49,253
|
|
|
45,591
|
|
|
512,226
|
|
Gross profit
excluding depreciation and amortization
|
95,489
|
|
|
7,572
|
|
|
12,338
|
|
|
115,399
|
|
Management
adjustments associated with cost of services
|
2,387
|
|
|
1,212
|
|
|
—
|
|
|
3,599
|
|
Adjusted gross
profit
|
$
|
97,876
|
|
|
$
|
8,784
|
|
|
$
|
12,338
|
|
|
$
|
118,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, 2019
|
|
Completion
Services
|
|
WC&I
|
|
Well Support
Services
|
|
Total
|
Pro forma revenue
(1)
|
$
|
509,845
|
|
|
$
|
57,650
|
|
|
$
|
80,939
|
|
|
$
|
648,434
|
|
Pro forma cost of
services (1)
|
404,235
|
|
|
48,579
|
|
|
66,079
|
|
|
518,893
|
|
Pro forma gross
profit excluding depreciation and amortization
|
105,610
|
|
|
9,071
|
|
|
14,860
|
|
|
129,541
|
|
Management
adjustments associated with cost of services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Pro forma adjusted
gross profit
|
$
|
105,610
|
|
|
$
|
9,071
|
|
|
$
|
14,860
|
|
|
$
|
129,541
|
|
|
|
(1)
|
The pro forma revenue
and pro forma cost of services reflects the results of operations
of legacy Keane and legacy C&J assuming the merger had occurred
on January 1, 2019.
|
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
NON-GAAP FINANCIAL
MEASURES
|
(unaudited, amounts
in thousands)
|
|
|
|
Three Months
Ended
|
|
|
March 31,
2020
|
|
|
Frac & Bundled
Wireline
|
Revenue
|
|
$
|
460,372
|
|
Cost of
services
|
|
369,702
|
|
Gross profit
excluding depreciation and amortization
|
|
90,670
|
|
Management
adjustments associated with cost of services
|
|
—
|
|
Adjusted gross
profit
|
|
$
|
90,670
|
|
|
|
|
Average hydraulic
fracturing fleets deployed
|
|
29
|
|
Fully-utilized
hydraulic fracturing fleets
|
|
27
|
|
Annualized adjusted
gross profit per fully-utilized fleet
|
|
$
|
13,433
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
December 31,
2019
|
|
|
Frac & Bundled
Wireline
|
Revenue
|
|
$
|
403,862
|
|
Cost of
services
|
|
304,670
|
|
Gross profit
excluding depreciation and amortization
|
|
99,192
|
|
Management
adjustments associated with cost of services
|
|
—
|
|
Adjusted gross
profit
|
|
$
|
99,192
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
December 31,
2019
|
|
|
Frac & Bundled
Wireline
|
Pro forma revenue
(1)
|
|
$
|
449,707
|
|
Pro forma cost of
services (1)
|
|
351,968
|
|
Pro forma gross
profit excluding depreciation and amortization
|
|
97,739
|
|
Management
adjustments associated with cost of services
|
|
—
|
|
Pro forma adjusted
gross profit
|
|
$
|
97,739
|
|
|
|
|
Average hydraulic
fracturing fleets deployed
|
|
30
|
|
Fully-utilized
hydraulic fracturing fleets
|
|
25
|
|
Pro forma annualized
adjusted gross profit per fully-utilized fleet
|
|
$
|
15,638
|
|
|
|
(1)
|
The pro forma revenue
and pro forma cost of services reflects the results of operations
of legacy Keane and legacy C&J assuming the merger had occurred
on January 1, 2019.
|
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
NON-GAAP FINANCIAL
MEASURES
|
(unaudited, amounts
in thousands)
|
|
|
|
Three Months
Ended
|
|
|
|
|
March 31,
2020
|
Net cash provided by
operating activities
|
|
$
|
48,487
|
|
Cash flows used in
investing activities (1)
|
|
39,142
|
|
Combined free cash
flow generation
|
|
9,345
|
|
Acquisition,
integration and expansion
|
|
14,665
|
|
Market-driven
severance
|
|
137
|
|
Adjusted combined
free cash flow generation
|
|
$
|
24,147
|
|
|
|
|
NexTier Three Months Ended
|
|
C&J
Historical Month
Ended
|
|
Combined
Three Months
Ended
|
|
|
|
|
December 31,
2019
|
|
October 31,
2019
|
|
December 31,
2019
|
Net cash provided by
(used in) operating activities
|
$
|
79,884
|
|
|
$
|
(32,285)
|
|
|
$
|
47,599
|
|
Cash flows used in
investing activities (2)
|
(44,102)
|
|
|
(9,660)
|
|
|
(53,762)
|
|
Combined free cash
flow generation (usage)
|
35,782
|
|
|
(41,945)
|
|
|
(6,163)
|
|
Acquisition,
integration and expansion
|
54,993
|
|
|
5,979
|
|
|
60,972
|
|
Adjusted combined
free cash flow generation (usage)
|
$
|
90,775
|
|
|
$
|
(35,966)
|
|
|
$
|
54,809
|
|
|
(1)
Excludes the $53.3 million of proceeds from the WSS
Sale.
|
(2)
Excludes the $68.8 million of legacy C&J cash on hand as of the
merger date.
|
|
|
|
|
|
March 31,
2020
|
Net loss
|
$
|
(71,756)
|
|
Plus Management
Adjustments:
|
|
Acquisition,
integration and expansion
|
12,759
|
|
Non-cash stock
compensation
|
5,451
|
|
Impairment of
assets
|
34,327
|
|
Market-driven
severance
|
8,611
|
|
Gain on sale of
business
|
(8,045)
|
|
Other
|
(1,460)
|
|
Adjusted net
loss
|
$
|
(20,113)
|
|
|
|
Adjusted net loss per
share, basic and diluted
|
$
|
(0.09)
|
|
|
|
Weighted-average
shares, basic and diluted
|
212,842
|
|
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
PRO FORMA NON-GAAP
FINANCIAL MEASURES
|
(unaudited, amounts
in thousands)
|
|
|
December 31,
2019
|
Pro forma net
loss
|
$
|
(106,553)
|
|
Plus Management
Adjustments:
|
|
Acquisition,
integration and expansion
|
55,023
|
|
Non-cash stock
compensation
|
5,646
|
|
Severance and stock
compensation acceleration
|
—
|
|
Inventory
adjustment
|
2,218
|
|
Facility
closure
|
1,986
|
|
Litigation
accrual
|
3,000
|
|
Tax audit
|
7,000
|
|
Impairment of
assets
|
12,346
|
|
Other
|
265
|
|
Pro forma adjusted
net income (loss)
|
$
|
(19,069)
|
|
|
|
Pro forma adjusted
net income (loss) per share, basic and diluted
|
$
|
(0.09)
|
|
|
|
Weighted-average
shares, basic and diluted
|
211,909
|
|
NEXTIER OILFIELD
SOLUTIONS INC. AND SUBSIDIARIES
|
UNAUDITED PRO
FORMA CONDENSED CONSOLIDATED STATEMENTS
OF
|
OPERATIONS
|
FOR THE THREE
MONTHS ENDED DECEMBER 31, 2019
|
(amounts in
thousands, except per share amounts)
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
NexTier
(1)
|
|
Historical
C&J (2)
|
|
Reclass
(3)
|
|
Pro forma
(4)
|
|
Pro
Forma
|
Revenue
|
|
$
|
528,216
|
|
|
$
|
120,218
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
648,434
|
|
Operating costs and
expenses:
|
|
|
|
|
|
|
|
|
|
|
Cost of
services
|
|
408,345
|
|
|
115,516
|
|
|
(4,968)
|
|
|
—
|
|
|
518,893
|
|
Depreciation and
amortization
|
|
82,081
|
|
|
17,673
|
|
|
—
|
|
|
(9,960)
|
|
|
89,794
|
|
Selling, general and
administrative expenses
|
|
42,698
|
|
|
22,007
|
|
|
5,399
|
|
|
—
|
|
|
70,104
|
|
Merger and
integration
|
|
55,972
|
|
|
30,978
|
|
|
—
|
|
|
(31,927)
|
|
|
55,023
|
|
Research and
development
|
|
—
|
|
|
431
|
|
|
(431)
|
|
|
—
|
|
|
—
|
|
Impairment
|
|
12,346
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,346
|
|
(Gain) loss on
disposal of assets
|
|
3,639
|
|
|
(1,304)
|
|
|
—
|
|
|
—
|
|
|
2,335
|
|
Total operating costs
and expenses
|
|
605,081
|
|
|
185,301
|
|
|
—
|
|
|
(41,887)
|
|
|
748,495
|
|
Operating
loss
|
|
(76,865)
|
|
|
(65,083)
|
|
|
—
|
|
|
41,887
|
|
|
(100,061)
|
|
Other income
(expenses):
|
|
|
|
|
|
|
|
|
|
|
Other income,
net
|
|
(6)
|
|
|
353
|
|
|
—
|
|
|
—
|
|
|
347
|
|
Interest
expense
|
|
(5,769)
|
|
|
(55)
|
|
|
—
|
|
|
55
|
|
|
(5,769)
|
|
Total other
expenses
|
|
(5,775)
|
|
|
298
|
|
|
—
|
|
|
55
|
|
|
(5,422)
|
|
Loss before income
taxes
|
|
(82,640)
|
|
|
(64,785)
|
|
|
—
|
|
|
41,942
|
|
|
(105,483)
|
|
Income tax
expense
|
|
(287)
|
|
|
(783)
|
|
|
—
|
|
|
—
|
|
|
(1,070)
|
|
Net
loss
|
|
$
|
(82,927)
|
|
|
$
|
(65,568)
|
|
|
$
|
—
|
|
|
$
|
41,942
|
|
|
$
|
(106,553)
|
|
|
|
|
|
|
|
Net loss per
share:
|
|
|
Basic net loss per
share
|
|
$
|
(0.50)
|
|
Diluted net loss per
share
|
|
$
|
(0.50)
|
|
|
|
|
|
Weighted-average
shares outstanding - basic
|
|
211,909
|
|
Weighted-average
shares outstanding - diluted
|
|
211,909
|
|
|
|
(1)
|
The condensed
consolidated statements of operations for the three months ended
December 31, 2019, reflects the results of legacy Keane for the
period presented and the results of legacy C&J for the period
beginning on and after November 1, 2019.
|
(2)
|
Reflects legacy
C&J activity for the period from October 1, 2019 to October 31,
2019.
|
(3)
|
Certain
reclassifications were made to historical C&J to conform to
NexTier presentation.
|
(4)
|
Certain pro forma
adjustments were made to illustrate the estimated effects of the
merger, assuming the merger had been consummated on January 1,
2019.
|
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SOURCE NexTier Oilfield Solutions